Last Updated: 10/10/2023

Exhibit A- General Terms and Conditions - Candidates

General

These General Terms and Conditions (“T&C” and/or the “Agreement”, respectively), form part of the services between a job candidate (the “Candidate”), and Worklik Ltd. (the “Company”), according to which the Company provides the Candidate with the possibility to use the Platform (as defined below) in order to create professional relationships between employers and employees (the “Services”).

The Company is an Israeli private limited company engaged, inter alia, in the development, marketing, and sale of an online application for job placement outside of the jurisdiction in which the candidate resides in, through its website at the address https://www.chutzlaaretz.com/ and through its app (the Company’s website and its app shall be referred to together as: “the Platform”).

All headings, headlines, and numeration of articles, and the division of this T&C are for convenience purposes only and do not have any legal meaning attributed thereto.

The Candidate hereby undertakes not to use the Platform for an illegal purpose and/or for any purpose prohibited by this T&C.

By accessing the Platform and/or by browsing the Company’s website, the Candidate confirms that it undertakes and agrees to be bound by this T&C.

The Candidate hereby declares that it is qualified to perform binding legal actions. If the Candidate is a minor (under the age of 18), and/or if the Candidate is not entitled to perform legal actions without the permission of a guardian, the Candidate’s use of the Platform will be as if the Candidate received the permission of a guardian. In a case it is brought to the Company’s attention that a Candidate which is not entitled to perform legal actions is using the Platform, the Company reserves the right to block its access to the Services immediately.

Term and Termination

The Services you requested to receive through the Platform shall become effective upon the date you signed in to the Platform (the “Effective Date”) and until the complete shutdown of your account (the “Term”).

Company shall have the right to terminate this Agreement at any time, for any reason, without prior written notice, at its sole discretion.

Consequence Termination. The following provisions shall apply upon termination or expiration of this Agreement for any reason: (i) Company shall cease to provide the services according to this Agreement. (ii) The relevant provisions of sections ‎12 (Limitation of Liability), this (Consequence Termination), ‎17 (Indemnification and liability), ‎11 (Intellectual Property), and ‎1 (General) shall survive termination or expiration of this Agreement.

Candidate’s Information and Privacy Policy

In order to use the Services the Candidate must provide the Company, at the time of registration, Candidate’s contact information, including the Candidate’s full name, date of birth, phone number, E-mail address, etc. (the “Candidate’s Information”).

At the time of registration, and by clicking the confirmation key on the Platform, the Company will create a private account for the Candidate (the “Account”), and shall send the Candidate a verification code to its mobile phone device for initial verification.

After completing the verification of the Candidate’s Information as mentioned above, you may be required, as applicable, to enter additional relevant details about yourself, e.g:

Your foreign passport - full name in English as it appears on the passport, date of issue and validity.
Your visa to the USA.
Your education;
Your work experience in the relevant field.

It is clarified that these additional details are an integral part of the definition of Candidate’s Information above.

Recorded Video Interview. The Candidate shall answer a number of questions that will be selected by the Company and provided to the Candidate during the registration process, in accordance with the Company’s sole discretion. By using the Services, accepting this T&C, and by clicking the consent key when registering the Platform, the Candidate agrees to provide the Company with the recorded video interview which will be kept by the Company as part of the Candidate’s Information, subject to the Candidate’s Privacy Policy (as defined below), and the Candidate hereby authorizes the Company to disclose the video to employers as part of the Services.

The Candidate confirms that the Candidate’s Information which will be provided by the Candidate to the Company, will be provided voluntarily and with full consent, and the Candidate acknowledges that providing false information is a criminal offense, and by providing false information the Candidate is subject to criminal and civil legal proceedings.

The Candidate agrees to receive marketing materials and communications from the Company which are related to the Services through the Candidate’s Information provided by the Candidate to the Company

The Candidate acknowledges that in order for the Company to fully provide the Services, the Candidate must provide the Company with all of the Candidate’s Information (as detailed above), and the Company reserves the right to contact the Candidate through the contact details provided by the Candidate, for the purpose of informing the Candidate that it did not complete all of the required details.

It shall be clarified, that the Candidate is not obligated to provide the Candidate's Information but if the Candidate fails to provide the Candidate's Information, the Company may be unable to provide the Services and/or any part of them.

The Company will take all measures to protect the Candidate’s Information provided to it. In cases where it is possible for a third party to gain access to the Candidate’s Information provided to the company, the Candidate hereby agrees that it shall not have any claim or demand against the company.

It is hereby clarified that the Company will not make any use of the Candidate’s Information contrary to the purpose for which the Candidate’s Information is provided.

The Company takes its Candidate’s privacy very seriously. To learn about Company’s Employers Privacy Policy, please visit https://wrklk.com/cookies-policy (the “Candidates Privacy Policy”). By using the Company’s Services the Candidate hereby agrees to all the terms of the Candidates Privacy Policy.

Application submission

During the initial job search phase by a candidate (hereinafter: "First Phase"), limited details about the employer will be published, at the sole discretion of the Company, including, in some cases, a promotional video description of the employer’s business.

To the extent that a candidate is interested in applying for the position the employer has offered, the Candidate will be able to continue to the next stage, by clicking the submit application key, where additional details will be revealed to him, including details regarding the offered position, residence, terms of employment and a list of recommenders and recommendations. In this stage, the Candidate may also enter the employer’s Facebook page and/or Instagram page and/or any other social network the employer is a part of, by clicking on the link that will be revealed to the Candidate (hereinafter: “Second Phase”).

It shall be clarified that the candidate shall be able to cancel its application only for 10 minutes as of the submission of the application.

It shall also be clarified that the Second Phase shall be completed in 10 minutes as of the time the Candidate clicked on the submit application key, and the information the Candidate provided to the Company when registering the Platform will be sent to the employer automatically after the completion of the aforementioned 10 minutes.

As long as the Candidate cancels its application during the Second Stage, and before the completion of the 10 minutes period, the position will no longer be open to the Candidate, and the information the Candidate provided to the Company when registering to the app will not be sent to the employer.

The Candidate hereby declares that it shall have no claim and/or demand in connection with the closing of the position and the Company is not obligated to the Candidate, in these circumstances, to allow the Candidate to submit its application to the same position.

The above cancellation is the Candidate’s sole responsibility.

It shall be clarified that as of the completion of the Second Stage, the process of recruiting a Candidate to work at the employer’s place of business is an independent process that shall be conducted between the Candidate and the employer and the process is the Candidate’s and employer’s sole responsibility, and the Company is not responsible and will not be involved in the process.

To the extent that the Candidate’s details have been transferred to the proposing employer, the proposing employer must contact the Candidate at a time to be determined between the employer and the company, and if the proposing employer does not contact the Candidate within the aforementioned time, the Candidate will be entitled to submit another application to another proposing employer.

The proposing employer will specify the requirements for each position that is offered by the employer. In case the Candidate does not match all the requirements, the application will be sent to the employer which will have to decide whether to approve the submission even though there is not a complete match between the candidate and the employer's requirements.

The Candidate hereby declares and undertakes that it shall have no claim and/or demand in connection with the disclosure of all or part of its details as mentioned above, through the Services, and in connection with the completion or non-completion of the recruitment process with a proposing employer.

Posting reviews and ratings are at the company's sole discretion, and it is clarified that only specific users will be entitled to rate, in accordance with specific terms to be determined by the Company.

The Candidate acknowledges that the Company does not guarantee that the Candidate will be employed by any proposing employer.

Rules of Conduct

The Platform may be used only for the purpose for which it was intended and for the private and personal needs of the Candidate. Without derogating from the above, it is clarified that the Candidate may use the Services solely for the purpose of job searching, and reading and writing reviews, at the Company’s sole discretion. The Candidate is strictly prohibited from using the Platform and/or the Services for any other need, including promotion, marketing, and advertising of other commercial entities and/or other individuals.

The Candidate agrees that it shall not display, post, submit, publish or upload to the Platform content that: (i) is incorrect, out-of-date, inaccurate, or is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted or protected by trade secret or other Intellectual Property Rights, unless Candidate is the owner of such rights or Candidate has permission to use the relevant content; (iii) is otherwise subject to or violates third party proprietary rights, including database, privacy or publicity rights; (iv) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement officials; (v) impersonates another person or entity; (vi) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vii) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (viii) involves theft or terrorism; (ix) contains malicious code or is intended to disrupt or interfere with the operation of the Platform; or (x) is otherwise malicious or fraudulent.

The Candidate undertakes to treat the employers, the Company, and other candidates and members of the Platform with respect at all times throughout the use of the Services and the Platform.

It shall be clarified that the above is for example only and does not contain all types of prohibited behavior when using the Platform.

The liability for any content that the Candidate uploads to the Platform and any results in connection therewith are fully imposed on the Candidate.

It is absolutely forbidden to make use of the Platform for an illegal or offensive purpose that will interfere, disrupt, change, destroy, damage, limit, and/or affect in any other way the proper operation of the Platform, including any offensive means and/or technology.

It is strictly prohibited to impersonate another person, including a representative, employee, or manager of the Company.

It is strictly prohibited to give any inaccurate, false, or misleading description, including falsely presenting a connection between the Candidate and any other third party.

It is strictly prohibited to send, load, or transmit any material containing any type of computer virus or any other computer code that may harm the Platform and/or the Services.

The Company shall be entitled to immediately terminate the Agreement and/or to block access to the Candidate’s Account and/or prevent the Candidate from uploading content and/or from posting comments in the future.

Posting a Comment/Review/Rating

To the extent that the Candidate is interested in publishing a comment/review/rating in connection with a proposing employer, you are required to re-read the provisions of this T&C, and you hereby give permission to the company to publish, at its sole discretion, the content that you wish to publish. In addition, the Candidate is aware and agrees that the aforementioned comment/review/rating will be published by the company in an anonymous manner that will not reveal the Candidate’s full name and/or the Candidate’s details.

The company is not obligated to publish any comment and/or review and/or rating and/or similar content, that a Candidate may be interested in uploading to the Platform. Such publication will be subject to the sole discretion of the company, as it deems appropriate, and the Candidate hereby declares that it will not have any claim and/or demand in connection with such non-publication.

Account cancellation by the Candidate

At any given time, the Candidate may cancel its Account by contacting the Company using the contact key on the Platform, and it is clarified that after canceling the Account, the Candidate’s information will be deleted or kept for a limited period according to the Candidate’s choice, in accordance with the applicable law and the Company’s privacy policy.

Non-Discrimination

All the jobs advertised through the Platform are intended for men and women of any age (over 18), and without any relation to their personal status, sexual orientation, being pregnant, fertility treatments, IVF treatments, being parents, their race, their religion, their nationality, their country of origin, their political view, their services in reserve duty, their call to reserve duty or their expected reserve duty, including its frequency or duration. Accordingly, employers that use the Platform undertake to advertise jobs in an equal and non-discriminatory manner, as required by the applicable law.

Representations and Warranties.

The Services are provided "AS-IS" and the Candidate acknowledges it has reviewed the Services, found them suitable for its needs and the Candidate consents to the functionality of the Services. The Company does not warrant that the use of the Services will be error-free or uninterrupted. The Company is not responsible for the availability and/or functionality of any feature in the Services that is: a third-party feature and/or a feature that is provided and/or executed through the Services which was elected for use by the Candidate and which the Company integrated into the Services per Candidate’s request;

The Company is not responsible for any software installed or used by the Candidate or for the operation or performance of the Internet.

THE COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY MAKES NO WARRANTY AS TO THIRD-PARTY SERVICES OR THIRD-PARTY MATERIALS.

The Company represents and warrants to the Candidate that:

(i) All services performed hereunder will be performed in a professional and workmanlike manner, with care, skill and diligence, and consistent with the applicable standards in Company’s profession or industry; and (ii) The Services will be tested for, and do not contain, Harmful Code; “Harmful Code” means any computer code, programming instruction, or set of instructions (including without limitation, self-replicating and self-propagating programming instructions commonly called viruses and worms) that are constructed with the ability to damage, interfere with, or otherwise adversely affect computer programs, data files, or hardware, without the consent or intent of the computer user. The Company shall comply with all relevant provisions and stipulations of the EU General Data Protection Regulation.

The Candidate represents and warrants to the Company, as of the Effective Date, and for the entire period of the Term, that (a) each document the Candidate signs and delivers to the Company is duly authorized, executed and delivered by the Candidate, and is the Candidate’s valid, legal and binding agreement, enforceable in accordance with its terms; (b) execution, delivery and performance by the Candidate of any of the Services do not and will not (1) violate any applicable law, (2) breach any order of the court or other governmental agency, or of any undertaking the Candidate is a party to or by which the Candidate or any of the Candidate’s properties are bound; (c) The Candidate shall comply with any applicable laws, ordinances, and regulations; and (d) any information the Candidate has given to Company is true, accurate and complete.

No Employee-Employer Relations

The relationship between the Company and the Candidate shall be that of independent contractors. Neither Company nor the Candidate shall assert the existence of an employment relationship between the Company and the Candidate.

Intellectual Property

The Candidate acknowledges Company’s exclusive right, title and interest in any and all of the technical information and know-how, including existing and future inventions, and any modifications, extensions, enhancements or improvements of the Platform, and discoveries, technology, documented ideas, trade secrets, copyrightable works and mask works (whether or not registered), processes, procedures, designs, software, systems, specifications, recipes, formulas, preparation methods, designs, developments, devices or methods (whether patented or able to be patented and whether or not reduced to practice) and all patents, copyright, trademarks, service marks, database rights (whether registered or unregistered) and all registrations and applications for registration related thereto and all other intellectual or industrial property rights, now existing or subsisting or hereafter developed or arising anywhere in the world regarding the Platform and/or the Company (collectively, the "Intellectual Property"). The Candidate acknowledges that it has no rights, title or interest to the Intellectual Property, apart from the right to use such Intellectual Property as is provided by the Company to the Candidate, as set forth explicitly in this Agreement.

The Candidate agrees not to reverse engineer the Platform or any part thereof including its mobile applications. The Candidate will not use or access the Services to: (i) build a competitive product or service, (ii) make or have made a product using similar ideas, features, functions or graphics of the Services, (iii) make derivative works based upon the Services, (iv) copy any features, functions or graphics of the Services. The Candidate will not “frame” or “mirror” the Services. The use, resale or exploitation of the Services, except as expressly permitted in this T&C is prohibited.

The Candidate shall do all things necessary to protect the Company’s rights as set forth in this Section 11 and upon Company’s request, shall, amongst others, execute any documents confirming Company’s ownership of such rights and otherwise required to protect Company’s ownership of such rights.

The Candidate shall promptly notify the Company, in writing, of any and all infringement of the Intellectual Property, and shall assist the Company in any action deemed necessary by the Company to protect such Intellectual Property.

The Candidate agrees that it shall not attempt to register the Intellectual Property in any country or permit any of its affiliates to do so.

The Candidate agrees not to file any cancelation and/or nullity proceedings against the registered Intellectual Property rights of the Company, and also not to file opposition proceedings (including third party observation) against any application to register Intellectual Property rights of the Company.

Content of the Services and limitation of liability

The Services and/or any link to another website that appears in them (if such appears), can be used ‘AS IS’, and the use of the Services may change from time to time according to the sole discretion of the Company.

The content displayed on the Platform is collected from many and different sources. The Company uses all means in order to provide professional, complete and accurate information. However, the Company has no control over the sources of information and its content (including commercial information), and therefore the Company does not bear any responsibility for the information and content published on the Platform and/or does not guarantee their nature and/or their correctness and/or their accuracy and/or their suitability for any purpose.

Any offers published by employers throughout the Platform, do not constitute a recommendation or an expression of the Company’s position regarding the correctness of the details and/or the suitability (professional and/or personal and/or interpersonal, etc.) of the offered position to the Candidate.

Without derogating from the above, the Candidate hereby agrees that it shall have no claim and/or demand against the Company regarding the Candidate’s employment or non-employment at any place of business, and for the terms of the employment, whatever they may be.

The Company is not responsible for any mismatch between the Candidate and the offered position and/or the employer’s business. Information transmitted to a potential employer is on behalf of the Candidate only, and therefore the Company is not responsible for the said information.

Descriptions, videos, photographs, designs, colors or appearance of a job offer and/or of an offering employer described or displayed on the Platform are for illustration purposes only, in order to simulate to the Candidate, the job offered by the offering employer. The company is not responsible for any inconsistency between the aforementioned presentation and the actual job conditions as long as any gap is discovered. Such information is on behalf of the relevant employer only, and therefore the company is not responsible for this information.

It is clarified that the Services do not constitute advice, recommendation, consultation, professional opinion, or a substitute for consolation with an expert in the relevant field, as required. The content of the Services on the Platform cannot be used as a basis for making legal, commercial, personal, and/or other decisions. Any action taken by the Candidate based on the said content is done at the Candidate’s sole discretion and responsibility.

The Company strives to provide the Candidate with the information displayed on the Platform, and the Services, without any interruptions. However, there may be various malfunctions and interruptions from third parties or others, or interruptions in the availability of the Services, due to technical considerations and maintenance, and accordingly, the Company does not guarantee that the Services will be available at any time. Therefore, no financial or other compensation will be given due to the inability to view or use the Services.

External links to different websites that appear on the Platform, do not constitute a guarantee that the websites are safe, reliable, and of high quality, and visiting the said websites is under the Candidate’s sole liability.

The contents offered on the Platform are the exclusive property of the Company and/or the employer, respectively, and the contents may not be used in a way that contracts this T&C.

In no case shall the Company and/or anyone on its behalf be held liable for any damage of any kind, arising from or related in any way to the use of the Platform and/or the Services, and/or the Candidate’s satisfaction with the Platform and/or the Services and/or the use made by the Candidate, and all the above is the responsibility of the Candidate only.

Violation of the T&C and Termination of the Services

Violation of any of the T&C will result in the immediate shutdown of the Candidate’s account. The Company reserves the right to block the Candidate’s access to the platform at any time, with or without cause.

Without derogating from the above, the Company may determine, at its own discretion, to enable the use of the Services in one of the following cases:

The Candidate intentionally provided incorrect/ false/ misleading information;
The Candidate committed an act or omission which harms or may harm the Company and/or any other third party, and/or other candidates and employers;
The Candidate used the Services in order to perform or attempt to perform an illegal act under any relevant law, or an act that is presumed to be illegal, or to enable, facilitate, assist or encourage the performance of such an act;
The Candidate violated any of the terms specified in this T&C.

The Company reserves the right to terminate the Services or change the Services, at Company’s sole discretion, at any time, and without prior notice.

Force Majeure

Company is not liable for any default or delay if caused, directly or indirectly, by acts of God, the elements, labor disputes, accidents, any governmental action, prohibition or regulation, shortage or breakdown of or inability to obtain or non-arrival of any labor, material or items used in the manufacture of the Equipment, failure of any party or third party to perform any contract with the Company or the Candidate relating to the Services, or from any other cause whatsoever which is beyond our control (collectively, the “Force Majeure Conditions”). If a Force Majeure Condition prevents, delays or otherwise interferes with Company’s delivery of the Services that would cause the cost to exceed our standard rates, the Company will be under no obligation to execute the Services unless the Candidate agrees to pay the additional costs incurred by the Company in connection with such Force Majeure Condition to complete the Services.

Assignment

The Candidate shall not assign, pledge or otherwise transfer, whether voluntarily or involuntarily, by merger, consolidation, dissolution, change of control, or otherwise, any of the Candidate’s rights or interests under this T&C, without Company’s prior written consent. Any purported assignment without Company’s consent will be void. This T&C is binding upon each of the Candidate’s successors and permitted assignees. The Company may assign its rights or interests under this T&C, at any time, without prior notice to the Candidate and without the Candidate’s consent. The Company may provide information about the Candidate to any prospective assignee or participant. The Candidate shall not assert against Company’s assignees any claims, offsets or defenses which the Candidate may have against the Company.

Governing Law; Jurisdiction

This T&C shall be governed by and construed according to the laws of the State of Israel, without regard to the conflict of laws provisions thereof. Any dispute arising under or in relation to this T&C shall be resolved in the competent court in Tel Aviv-Jaffa, and each of the parties hereby irrevocably submits to the jurisdiction of such court.

Indemnification and Liability

TO THE EXTENT PERMITTED BY LAW, THE CANDIDATE WILL INDEMNIFY AND HOLD COMPANY FREE AND HARMLESS FROM ANY LIABILITY FOR LOSSES, CLAIMS, INJURY TO OR DEATH OF ANY PERSON, OR FOR DAMAGE TO PROPERTY ARISING FROM THE CANDIDATE USING THE PLATFORM OR FROM THE ACTS OR OMISSIONS OF ANY PERSON OR PERSONS, INCLUDING THE CANDIDATE, USING THE PLATFORM.

COMPANY’S LIABILITY TO THE CANDIDATE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO ILS 50,000.

CANDIDATE WILL HOLD THE COMPANY FREE AND HARMLESS FROM ANY LIABILITY AND INDEMNIFY THE COMPANY, ITS EMPLOYEES, MANAGERS, SUBSIDIARIES, AFFILIATES, OR ANYONE ON ITS BEHALF FOR AMY DAMAGE, LOSSES, CLAIMS, PAYMENTS, OR EXPENSES INCURRED, DIRECTLY OR INDIRECTLY, INCLUDING ATTORNEY’S FEES, EXPERT FEES, AND REASONABLE LEGAL EXPENSES, IN CONNECTION WITH OR DUE TO THE VIOLATION OF THE T&C AND/OR FOR ANY CLAIM OR DEMAND BROUGHT AGAINST THE COMPANY AND/OR ANYONE ON ITS BEHALF BY THE CANDIDATE AND/OR ANYONE OF ITS REPRESENTATIVES AND/OR BY ANY THIRD PARTY IN CONNECTION WITH AND/OR AS A RESULT OF THE USE (OF ANY KIND) OF THE PLATFORM.

IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE CANDIDATE, OR ANY THIRD PARTY, FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM’S PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Changes

The Company reserves the right to change and update the T&C from time to time, without any prior notice.

The Candidate hereby confirms and agrees that the Company may amend or update its T&C from time to time, and the Candidate’s continued use of the Services after any modification whatsoever to this T&C, indicates its consent and approval to the updated T&C, and the Candidate agrees to be bound by the updated T&C

Without derogating from the above, the Candidate undertakes to review the T&C from time to time and to keep up to date with the changes before each use of the Platform. The Candidate is precluded from any demand and/or claim regarding the Candidate not being updated on such changes. The date of the last update is mentioned in the title of this T&C.

Candidate Service

If you have any questions regarding the Services, you are welcome to contact the Company, by clicking the contact key that appears on the Platform, or by contacting Company’s phone number as follows: +972-559664595.

The Company will do its best in order to provide you with an answer within one business day as of the date you made contact with the Company.

Miscellaneous.

All notices must be in writing and will be deemed given three days after mailing to the intended recipient at its address indicated above, unless changed by a notice given in accordance with this section. This Agreement supersedes and replaces all prior understandings and communications (oral or written) concerning the subject matter hereof. The documents that consist of this Agreement may be signed in separate counterparts that, together, will constitute one document. If a court finds any part of this Agreement to be invalid or unenforceable, the remainder of the Agreement will remain in effect.

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