You understand that by using the RubySphere Site, you are agreeing to these Terms of Service. If you do not accept all of these Terms of Service, you may not access or use the RubySphere Site. If you are using the RubySphere Site for a business, your agreement to these Terms of Service will be treated as the agreement of the business, and all references to “you” and “your” will apply to that business.
If you are signing up for RubySphere on behalf of a Client, you acknowledge that you are duly authorized to represent the entity and to accept the Terms of Service on behalf of such entity, and any references to “you” in these Terms of Service refer to such entity and all of its employees, consultants and agents. You are responsible for all activities on the Service that occurs under your account.
In these Terms of Service, the RubySphere human resources management software, applications, tools and services, and all related content, software and documentation, are collectively referred to as the “Services”.
The Services are deployed on many websites which are not owned or controlled by RubySphere. When you visit any third party website which has enabled the Services, your use of the Services is governed by that website’s posted use terms. These Terms of Service apply only to your use of the RubySphere Site.
You do not need a RubySphere account to visit the RubySphere Site. However, before you can deploy any of the Services on your website, you must create a RubySphere account (“Account”) and agree to the RubySphere Member Agreement, which will govern your use of the Services on your website.
The RubySphere Site includes content provided by RubySphere (“RubySphere Content”) and content that is uploaded, posted, submitted or otherwise transmitted by you and other users of the RubySphere Site (“User Content”).
All RubySphere Content is owned by or licensed to RubySphere, subject to copyright and other intellectual property rights
under European laws, foreign laws and international conventions. RubySphere Content is provided to you AS IS and may not be used, copied,
reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without
the prior written consent of the respective owners. RubySphere reserves all rights not expressly granted in and to the RubySphere Content.
You agree to not engage in the use, copying, or distribution of any of the RubySphere Content other than expressly permitted herein. If you download or print any RubySphere Content for personal use, you must retain all copyright and other proprietary notices contained therein.
You agree not to circumvent, disable or otherwise interfere with security related features of the RubySphere Site or features that prevent or restrict use or copying of any RubySphere Content or enforce limitations on use of the RubySphere Site or RubySphere Content.
- You retain all rights in any User Content that you provide to the RubySphere Site. You are solely responsible for your User Content and the consequences of posting or publishing it. You grant to RubySphere a non-exclusive, worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license to store and access your User Content in connection with the operation of the RubySphere Site. You represent and warrant that you own or have the necessary licenses, rights, consents, permissions and releases to grant the foregoing licenses.
- RubySphere does not guarantee that any RubySphere Content or User Content will be made available through the RubySphere Site, continuously or at all. WHILE RubySphere IS UNDER NO OBLIGATION TO DO SO, RubySphere RESERVES THE RIGHT TO REMOVE AND PERMANENTLY DELETE ANY CONTENT FROM THE RubySphere SITE WITHOUT NOTICE, AND FOR ANY REASON RubySphere DEEMS SUFFICIENT. RubySphere does not have any obligation to monitor any User Content for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of such content or anything said, depicted or written by RubySphere Site users, including, without limitation, any information obtained by using the RubySphere Site or Services. RubySphere does not endorse any User Content or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against RubySphere with respect thereto.
3. Obligations of RubySphere Site Users
The RubySphere Site may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the RubySphere Site. In addition, without limitation, you agree that you will not do any of the following while using or accessing the RubySphere Site:
- Upload, post, submit or otherwise transmit any User Content:
- to which you do not have the lawful right to copy, transmit and display;
- that infringes any third party’s intellectual property rights (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right or moral right or right of publicity).
- that is unlawful, obscene, harmful, threatening, harassing, defamatory or hateful or that contains objects or symbols of hate, invades the privacy of any third party, contains any pornography, erotica, child pornography or child erotica, is deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitutes hate speech or is otherwise objectionable in the opinion of RubySphere;
- that includes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of unsolicited or unauthorized solicitation;
- that contains a software virus or any other computer code, files, or programs designed to (A) interrupt, destroy or limit the functionality of any computer software; or (B) interfere with the access of any user, host or network, including without limitation sending a virus, overloading, flooding, spamming or mail-bombing the RubySphere Site; or
- that includes code that is hidden or otherwise surreptitiously contained within the images, audio or video of any User Content that is unrelated to the immediate, aesthetic nature of the User Content.
- Circumvent, disable or otherwise interfere with security related features of the RubySphere Site or features that prevent or restrict use or copying of any content;
- Use any meta tags or other hidden text or metadata utilizing a RubySphere trademark or logo, URL or product name;
- Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the RubySphere Site to send altered, deceptive or false source-identifying information;
- Tamper with, interfere with or disrupt (or attempt to do so) the availability of any aspect of the RubySphere Site or Services, any servers or networks connected to the RubySphere Site or Services, or the technical delivery systems of RubySphere or any RubySphere provider;
- Attempt to probe, scan or test the vulnerability of any RubySphere system or network or breach or impair or circumvent any security or authentication measures protecting the RubySphere Site or Services;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the RubySphere Site or Services;
- Attempt to access, search or meta-search the RubySphere Site or Services with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by RubySphere or other generally available third party web browsers;
- Collect or store personal data about other RubySphere Site or Services users without their express permission; or
- Impersonate or misrepresent your affiliation with any person or entity, through pretexting or some other form of social engineering or otherwise commit fraud.
4. Termination or Modification
Without limiting other remedies, RubySphere may at any time and without any further notice suspend or terminate your access to the RubySphere Site or Services or remove your Account if RubySphere determines in its sole discretion that you have failed to comply with any provision of these Terms of Service.
5. Billing and Refund Policy
RubySphere offers monthly and annual subscriptions for certain services. You are automatically charged as appropriate; once a month if you selected a monthly subscription and once a year if you selected an annual subscription. You can update your billing information, change your subscription periodicity or contact RubySphere to cancel your subscription at any time. For those services that are subject to a one-time (or non-recurring) fee, you will be charged this fee at the time you order these services.
5.2. Overdue Payment
If a charge to the payment method on your Account is declined, RubySphere may make additional attempts to process the payment. If the payment continues to fail, RubySphere may display a billing issue message when you sign in to your Account and notify you by email.
21 Days: If you have an outstanding balance on your Account for more than 21 days, RubySphere may suspend your and your users' access to the RubySphere Services. Please pay your outstanding balance in full to regain immediate access.
60 Days: If you have an outstanding balance for more than 60 days, RubySphere may block your and/or your users' access to the RubySphere Services and permanently delete your RubySphere Account without any further notice. After this deletion, you will not be able to recover your Account.
If you cancel your subscription, your cancellation takes effect on your next billing cycle. This means RubySphere will not be able to refund you for any unused portion of the Services. Example: You chose a monthly subscription of the RubySphere Services on July 1. On August 1, your credit card is charged as usual. On August 12, you decide to cancel your account. No further charges will be made to your credit card, but you will not receive a refund for the period of August 13 through August 31. This cancellation policy applies whether you’ve chosen a monthly or annual subscription plan.
You agree to defend, indemnify and hold RubySphere and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected with: (i) your access to or use of the RubySphere Site, RubySphere Content or User Content; (ii) your violation of this Agreement; (iii) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that your User Content caused damage to a third party, including, without limitation, claims that your User Content is infringing.
THE RubySphere SITE AND ALL CONTENT MADE AVAILABLE THROUGH THE RubySphere SITE IS PROVIDED "AS IS" AND “AS AVAILABLE” WITH NO WARRANTY OF ANY KIND. RubySphere EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE RubySphere SITE AND SUCH CONTENT, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, RubySphere MAKES NO REPRESENTATION OR WARRANTY THAT THE RubySphere SITE OR ANY SUCH CONTENT WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
8. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL RubySphere OR ITS AFFILIATES, SUBSIDIARIES, PARTNERS OR LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE RubySphere SITE OR ANY CONTENT MADE AVAILABLE THROUGH THE RubySphere SITE, INCLUDING WITHOUT LIMITATION, INJURY OR DAMAGES RESULTING FROM THE CONDUCT OF ANY RubySphere SITE USER, ONLINE OR OFFLINE, WHETHER OR NOT RubySphere HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RubySphere’S AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THESE TERMS OF SERVICE WILL NOT EXCEED $50. RubySphere WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY ERRORS OR ANY SCHEDULED OR UNSCHEDULED SERVICE INTERRUPTIONS RELATING TO THE RubySphere SITE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
9. Force Majeure
RubySphere will not be liable to you by reason of any failure or delay in performance on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, earthquakes, or internet connectivity or failure issues experienced by major telecommunications providers or a RubySphere co-location facility, for the duration of such event and for such further period of time that RubySphere may reasonably require to recover from the effects of such event.
10. Consent to Electronic Notice
You consent to the use of (a) electronic means to complete these Terms of Service and deliver any notices pursuant to these Terms of Service, and (b) electronic records to store information related to these Terms of Service or your use of the RubySphere Site or Services. Any notice or other communication to be given hereunder will be in writing and given (x) by RubySphere via email (in each case to the address that you provide), (y) a posting on the RubySphere Site or (z) by you via email to legal@RubySphere.com or to such other addresses as RubySphere may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
11. Third Party Websites
The RubySphere Site may provide links to third party websites, and such links are provided for reference only. We encourage you to read the use terms of each third party website you visit, including websites which are linked to the RubySphere Site and/or which have deployed the Services.
Please keep in mind that RubySphere has no control over (and RubySphere disclaims any responsibility or liability to you for) the content, privacy policies, activities or practices of any third party websites, including websites that deploy the Services, or for any harms, injuries or losses you might suffer as a result of using or accessing such websites.
In the event that any provision in these Terms of Service is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent permitted by law and the remaining provisions will remain in full force and effect to the maximum extent permitted by law. The failure of a party to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision.
This Agreement will be governed by and interpreted in accordance with the laws of Luxembourg (Europe) excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under these Terms of Service will be brought exclusively in courts located in Luxembourg (Europe) and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
These Terms of Service together with the rules and policies of RubySphere incorporated herein by reference constitute the entire agreement between RubySphere and you with respect to your use of the RubySphere Site.