Recruiting Software for Small Business and Startups

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These Terms and Conditions (the “Agreement”) shall apply and govern the commercial Proposal/Purchase Order pertaining to Talentpool Software submitted to and/or accepted by the Licensee, for the purpose of license or use of the Software and Services subscribed or accessed by the Licensee as per the applicable Proposal/Purchase Order.

By requesting an authorized user account creation, accessing, browsing, and/or otherwise using the software or the services, the licensee acknowledges that the licensee has read, understood, and agrees to be bound by this agreement. If you do not agree to be bound by this agreement, we encourage you not to access, browse or otherwise use the software or the services.

WHEREAS:

Licensor is in the business of providing software services including recruitment Software (as defined below) product called Talentpool
Licensee intends to use Licensor’s Talentpool Software and services for its internal business purpose
Licensee desires to and has approached Licensor to access and use Licensor’s services around Talentpool Software and Licensor has agreed to grant certain rights with respect to Talentpool Software to Licensee, on the terms and conditions set forth below.

1. Definitions and Interpretation

1.1. Definitions

In this Agreement unless the context otherwise requires or expressly provides, the following words shall have the following meanings respectively.

“Authorized User” shall mean those persons of Licensee identified who have been authorized to use and access Talentpool Software and Documentation (as defined below) as a part of Licensor’s Services under this Agreement.
"Claim” shall mean any liability, suits, claims, actions, proceedings, losses, damages, judgments and reasonable costs.
"Documentation” shall mean the documents which set out the description of the Services and the user instructions and/or user manuals for the Services including the Software.

1.2. Interpretation

“Authorized User” shall mean those persons of Licensee identified who have been authorized to use and access Talentpool Software and Documentation (as defined below) as a part of Licensor’s Services under this Agreement.
"Claim” shall mean any liability, suits, claims, actions, proceedings, losses, damages, judgments and reasonable costs.
"Documentation” shall mean the documents which set out the description of the Services and the user instructions and/or user manuals for the Services including the Software.

2. Right to use Talentpool Software and the Services

Except as otherwise agreed herein, subject to the terms as set out under this Agreement and as a part of its Services, Licensor hereby provides to Licensee a limited, non-exclusive, non-transferable, non-sub-licensable right to use, or access Talentpool Software and the Services (including the software modules as set out the Proposal/Purchase Order thereof) for the internal business purposes of Licensee, during the Subscription Period.

3. Miscellaneous

Assignment: Neither Party shall assign or transfer this Agreement or any of its rights under it without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may without prior written consent of the other Party may assign or transfer this Agreement to the acquiring party or the merged entity in the event of a merger or a sale of all or a substantial portion of it’s assets or stock or transfer of persons.
Force Majeure: The respective obligations of the Parties pursuant to this Agreement shall be deemed suspended and there shall be no liability for damages due to non-performance hereunder so long as and to the extent that the performance of this agreement by any Party is prevented, hindered, delayed or otherwise rendered impracticable as the result of Acts of God, war, riot, insurrection, labor disputes, embargoes or other governmental restriction or for any other reasons not within the reasonable control of the Party so affected (any such event, circumstances or condition being a "Force Majeure Event"). The Party affected by a Force Majeure Event shall be excused from its performance (except for Customers obligation to pay under this Agreement) of this Agreement for so long as such Force Majeure Event shall continue to prevent, hinder or delay such performance, provided that any party so affected shall give prompt written notice thereof to the other party to this Agreement, and make reasonable efforts to resume performance on a partial or full basis as soon as possible. In the event the Force Majeure conditions prevail for more than two (2) months, either Party has the right to terminate this Agreement without any liability.
Legal Compliance: This Agreement is subject to applicable laws now or hereafter in effect, and this Agreement shall not be deemed to require any performance on the part of any Party, which cannot lawfully be done pursuant to such laws. The Parties agree, and hereby represent, warranty and certify that all activities performed, directly or indirectly, in connection with this Agreement or in furtherance of its objectives, shall be carried out in form and substance in accordance with the laws.
Taxes/Stamp Duty /Service Tax: Each party assumes all responsibility and liability for the payment of any federal, state, or local income taxes due on money received by them under this or any related contracts, and shall be responsible for all employment taxes and withholding with respect to its employees and contractors. However, Service Tax, VAT, Excise Duty or any other taxes on the invoice as applicable shall be charged extra.
Governing Law: This Agreement shall be governed by the laws of India and the courts of Pune shall have exclusive jurisdiction.
Relationship of the Parties: It is understood that the Parties are independent entities engaged in the conduct of their own business. This Agreement shall not constitute any Party as the legal representative, partner or agent of the other for any purpose whatsoever, and no Party shall have the right or authority to assume, create, or incur any liability or obligation of any kind, express or implied, in the name or on behalf of the other Party. If any Party provides services or supplies products to any other Party, such Party does so as an independent contractor engaged in its own business.
Binding Effect: This Agreement and each and every covenant, representation, warranty, term and condition hereof shall be binding upon and inure to the benefit of the Parties and their respective permitted successors or assigns, but neither this Agreement nor any rights or obligations hereunder shall be assignable directly or indirectly by any Party without the prior written consent of the other Party, and any such assignment or delegation without proper consent shall be null and void.
Waivers: The failure by any Party at any time to enforce any provisions of this Agreement or any rights granted to it herein or at law or in equity shall not be construed as waiver of such provisions or rights or any other provisions or rights. No delay on the part of any Party in exercise of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. Any waiver of any provision hereof or right hereunder shall be in writing and shall be effective only in accordance with its terms and may be restricted in any way. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which the Parties may otherwise have at law or in equity. In addition to and not in lieu of another remedy, any Party shall be entitled to specific performance of the terms of this Agreement and/or injunctive relief against any violation thereof. The exercise of any remedy provided by law, and the provision in this Agreement for any remedy shall not exclude other consistent remedies unless they are expressly excluded.
Severability: If any term of this Agreement is found to be invalid, illegal, or incapable of being enforced by any rule of law or public policy then such term or provision shall be ineffective to the extent of such invalidity or enforceability only, without affecting in anyway the remaining provisions hereof. All other conditions and provisions of this Agreement shall remain in full force and effect and, if possible, the offending provision will be modified to the extent permitted by then-applicable law in order to achieve the original intent of the Parties.
Headings: The headings of this Agreement have been inserted for convenience of reference only and shall not be used to interpret or construe the meaning of the terms and provisions hereof.
Counterparts: This Agreement may be signed in any number of counterparts. Any single counterpart or a set of counterparts signed, in either case, by any Party hereto shall constitute a full and original agreement for all purposes.
Publicity: The Licensee provides Licensor with permission to use the Licensee’s name or logo for promotional purposes. Both Parties may issue an initial press release with respect to the subject matter of this Agreement after signing the Agreement. Thereafter the Parties shall consult with each other for any subsequent press release or announcement.

Notices: Any notice, request or instruction required to be given hereunder shall be in writing (e-mail acceptable) and delivered personally, sent by international courier service with delivery charges prepaid to the addresses mentioned below. All such notices shall be deemed effective on

the date of personal delivery if personally delivered or
the date of the e-mail or
the date that is two (2) calendar days after the date on which sent, if sent by courier service. Each Party hereto may change its address for the purpose hereof by notice given to the other Parties in the manner prescribed herein.

If to Licensor:
Talentica Software (I) Pvt. Ltd.
B-7/8, Anmol Pride
Baner, Pune 411045
India
Attn.: Mr. Nitin Shimpi
Tel: +91 20 4660 4000

If to Licensee:
All the notices to the Licensee can
be issued on the address or contact,
e-mail particulars as provided
in the Purchase Order or any email
communication received from or
behalf of the Licensee.