Terms of Use

A. GENERAL TERMS

This Terms of Use (“ Terms ”) is drafted in conformity with the Information Technology (Intermediaries Guidelines) Rules, 2011 specified under the Information Technology Act, 2000 in order to regulate the terms and conditions of usage and access to the Website (defined under) and the Services (defined hereinafter). No physical or digital signature is necessitated in order to validate this Agreement. M/s. Spoorthi Hires Consulting Services Private Limited, a company registered under the Companies Act, 2013 and having its registered office at #Flat-409, Block-C1, Hemadurga Towers, Behind Sitara Grand Hotel, Miyapur, Hyderabad 500049 (hereinafter referred to as “ Company ”, “ we ”, “ us ” or “ our ”) owns and controls the Website, www.hiringhood.com (hereinafter referred to as “ Website ”) and is in the business of providing an aggregation platform for recruitment vendors who source job seekers to employers for their accelerated hiring demands (hereinafter referred to as “ Services ”). For the purpose of these Terms of Use, wherever the context so requires “ You ” or “ Your ” or “ User ” shall mean the recruiters who visit our Website. For the sake of clarity “User” shall include without limitation Registered User and Visitors. Your use of the Website is governed by the following terms and conditions, which are constantly administered at regular intervals.

B. INTRODUCTION AND ACCEPTANCE

1. Your use/access of the Website are subject to the terms of our Website and other policies as mentioned in our Website. By contacting us for the Services or availing the Services or by registering with us or visiting our Website, now or in the future, you signify that you agree to these Terms of Use (“ Terms ”) and our Policies placed in the Website.

2. The Terms applies to every user who uses our Services or accesses/visits the Website. It also applies to any legal entity which may be represented by you under actual or apparent authority. In case of a entity, the officer who is incharge of the operations of the entity shall be liable / responsible for the acts/omission of the entity or its employees or other individual users who are part of the entity.

3. The Terms are subject to modifications, at the sole and absolute discretion of the Company. Further, the Company may from time to time formulate new Terms. The most current version of the Terms will supersede all previous versions. You understand that Your use of the Website after any changes to the Terms or addition of new policies or Terms constitutes Your specific acceptance and it is to be bound by the most recent version of the Terms.

C. CONSENT OF THE USERS

1. You hereby agree that You shall use the Website for the purpose specified in these Terms of Use and shall not use the Website for any unauthorized and unlawful purpose, including impersonating another person and shall not attempt to reverse-engineer, alter or modify any part of the /Website.

2. You acknowledge that if the Company finds You to be in violation of any of the applicable laws/rules/ regulations/guidelines set out by the authorities, then the Company shall be entitled to terminate Your account, ban You from accessing the Website or take such other legal action as may be required. 1

D. WEBSITE CONTENT

1. The Company does not guarantee that the Website is well-suited to Your device or that the contents of the Website are accurate, correct and free of viruses.

2. All Contents, programs, services, processes, designs, software, technologies, trademark, trade names, inventions and materials made by the Company or for the Company and are posted on the Website are wholly owned by the Company. The copyright to content on the Website as well as the intellectual product contained thereon vests wholly and completely in the Company.

3. The Company cannot and does not guarantee or warrant that files available for downloading through the Website will be free of infection by software viruses or other harmful computer code, files or programs.

4. The contents of the Website, such as text, graphics, images and other material licensed by the Company (“ Content ”) are protected by copyright under Indian laws, and title to the Content shall not pass to You or any other User. Unauthorized use of the Content may violate copyright, trademark, and other laws. None of the Content may be reverse-engineered, disassembled, decompiled, reproduced, transcribed, stored in a retrieval system, translated into any language or computer language, re-transmitted in any form or by any means (electronic, mechanical, photo-reproduction, recordation or otherwise), resold or redistributed.

E. INDEMNITY:

1. You, hereby, agree to indemnify and hold harmless the Company from and against any and all claims, charges, demands, damages, liabilities, losses, expenses, and liabilities of whatever nature and howsoever arising (including but not limited to any legal or other professional fees and the costs of defending or prosecuting any claim and any loss of profit, goodwill, and any other direct or consequential loss) incurred or suffered by the Company directly or indirectly by reason including but not limited to the following:

Your use/misuse of or access to the Website;
Using Your User id and password;
any activity related to Your internet account (including negligent or wrongful conduct) by You or any other person accessing the Website using Your internet account;
from any transaction that You conduct as a result of the contact facilitated by the Website; or
from Your infringement of any intellectual product rights in any posting to or transmission via the Website;
You shall agree to defend the Company, directors, managers, associates, partners, assignees, licensees, affiliates and agents in the event of any loss and damages caused to anyone, due to actions caused by You, or by anyone on Your behalf;
The Company or any of its affiliates is not responsible for any legal proceedings, which are initiated by either of the parties to this Agreement. In case the Company gets involved in any of the proceedings by either of the parties, the Company shall recover the costs and damages which are incurred by it, from the party which names or involves the Company to the proceedings.
None of the information available on the Website is intended to be a substitute for independent professional advice and Users are recommended to seek advice from suitably qualified professionals if relevant to their particular circumstances.

F. RESTRICTIONS ON USERS:

The Users shall ensure the following:

To not impede and impair the operations and the functionality of the Website. 2
To be compliant with the applicable laws and regulations.
To not access any data, that is not meant to be used by the User.
To breach any of the security measures without appropriate authorization.
To copy and distribute the content and information provided on this Website, on other servers with due authorization from the Company.
The Users undertake to not send any information on behalf of the Company. It is solely the responsibility of the Website to solicit any information and to send through emails, SMS’s, multimedia content and advertisements on the World Wide Web to its Users or prospective Users.
The Users are prohibited from passing on any information, which contains confidential information about the other Users, to any third parties or other servers, without prior consent from the Company.
Violates any law, which is in force for the time being.
Any message or information which is used to deceive the other Users.

G. CONFIDENTIALITY OF INFORMATION

You shall not, either during the period of use of the Website or thereafter, except, in the proper course of Your duties, divulge to any person whomsoever and shall use Your best efforts to prevent the unauthorized use, dissemination, publication or disclosure of any confidential information. You shall not either during the period of use of Website or thereafter use the confidential information for Your own benefit, or for the benefit of a third party, and will not permit such use, except with the prior, express written consent of the Company.

H. DISCLAIMERS AND WARRANTIES

1. You acknowledge and agree that we are only an intermediary between the Users and that we cannot be a party to or control in any manner any transaction/litigation between the Users. We advise the Users to always conduct their background checks and believe in their rationality while engaging with each other. It may be also noted that we do not endorse or promote any Users to anyone making them believe to engage with each other.

2. We do not make any representation or warranty with regard to any Users. You are advised to independently use your best judgment in that behalf.

3. We are not responsible for any non-performance or breach of any contract entered into between Users. We cannot and do not guarantee that the concerned User will perform any transaction concluded on the Application/Website. We shall not and are not required to mediate or resolve any dispute or disagreement between Users. We do not make any representation or warranty as to the performance and conduct of the Users. In particular, we do not implicitly or explicitly support or endorse the Users to each other. We accept no liability for any errors or omissions, of any manner on behalf of the Users.

4. All the opinions, views, expressions and comments expressed by the Users are their own and there is no direct or indirect endorsement by the Company. However, the Company makes every attempt to detect content that is malicious, fraudulent, offensive and abusive. However, if any content is found to be offensive, it can be reported by You under the option of report abuse.

5. No information which is put on the Website is to be accepted as an invitation to an offer, made by the platform. There is no endorsement which is made by the Company through its Website.

6. There are no express representations and warranties, whether express or implied, made by the Company regarding the accuracy, reliability and/or quality of any information transmitted and/or obtained through the use of the Services of the Company. 3

7. The Company assumes no responsibility for any damages or viruses that may infect Your computer equipment or other product on account of Your access to, use of, or browsing in this site.

8. We disclaim responsibility for any harm to persons resulting from any Services referred to in the Website. The Company is not associated with any Users.

I. LIMITATION OF LIABILITY:

1. All information included on or otherwise made available to You through the Website are provided by the Company on an "as is" and "as available" basis, either expressed or implied and such information is not to be intended as a medium for verifying the credentials, qualifications, or abilities of any professional contained therein., We specifically disclaim warranties of any kind to the extent allowed by the applicable law. You expressly agree that Your use of the Website at Your sole risk.

2. The Company assumes no responsibility for any damages or viruses that may infect Your computer equipment or other property on account of Your access to, use of, or browsing in this site.

3. The Company has exerted reasonable efforts to ensure that all information published on the Website is accurate at the time of posting; however, there may be errors in such information for which we shall have no liability. We reserve the right to remove or alter any of the information contained on the Website at our sole discretion.

4. The Company cannot guarantee the adequacy, currency or completeness of the Website content. The Company does not warrant or endorse the effectiveness, quality or safety of the products available on its Website.

5. We do not exercise any ownership, control or supervision over the Users or their services/conducts. The Company makes no representation or provides no warranty and guarantee (express or implied) for the conducts/performance of the Users, even if they have been connected through the Website or the Company. Any claims, actions or inactions relating to the above should be settled inter-se between the Users. Nothing is regulated or evaluated by the Company administration. The Company only acts as an aggregator and connects the Users.

6. Under no circumstances will the Company be liable to you or your representative for any direct, indirect, incidental, special, punitive or consequential damages of any character that arise from your use of any of the Services provided by the Company or conduct of the Users or any agent, employee, consultant or partner of the User, as applicable. The liability of the Company, in any event, shall not exceed the total fees paid by you for availing the Services. By engaging our Services, you acknowledge and agree to solely assume the risk of these limitations.

7. The Service may entail links to third party websites / applications that are neither controlled nor owned by the Company. The Company has no control over the content on such websites and therefore devolves itself of all the responsibilities for the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and miscellaneous materials you may come across / access through, or contribute to the service and the privacy policies, terms of service or practices of any third party websites / applications. Further, the Company is not authorized to edit any third party’s content. By using the Service, you expressly devolve the Company of all its liability arising from your usage of any third-party website / application. 4

8. We may let You view our information and communicate with us through the social media services such as Facebook and Twitter. The Company explicitly disclaims any responsibility for the terms of use and privacy policies that govern these third-party Websites, which are in no way associated with us.

9. The Company reserves the right to modify or withdraw any part of the Website or any of its content at any time without notice.

J. CONDUCT OF RECRUITMENT AGENCY

The Recruitment agencies (“ Agencies ”), with a representation that they have a pool of potential job-seekers, whom they would like to source to Hiringhood platform to be onboarded in the office of Employers, they shall adhere by all the terms of this Terms of Use along with the terms as mentioned below under this section.

1. The Agencies may be either a corporate entity, firms, society or individual and these Terms of Use shall be applicable to all, irrespective of the fact that they are registered or not.

2. The Agencies shall refer potential job-seekers to the Company pursuant to the requirements as may be mentioned by the Company in the Website or communicated by the Company to them.

3. The Agencies shall exercise due diligence in the selection of jobseekers and must ensure that jobseekers have the necessary competence (hard skills and soft skills) that are in line with the requirements.

4. The Agencies shall be deemed to be the owner of the profile of the jobseeker provided to the Company for a period of 3 months of intimating the Company of such jobseeker’s profile. Further, the Agencies shall be solely liable for the acts/omission of the jobseeker for the duration mentioned in the empanelment agreement signed, from the date on which the jobseeker is onboarded in the office of the Employer.

5. In the event that the jobseeker resigns or is terminated by the Employer due to acts/omissions attributable to the jobseeker, the Agencies shall be liable to refer another jobseeker within 30 days from the date of intimation by the Company to the Agencies, without any additional charges/costs.

K. MISCELLANEOUS

1. Any violation of this Term or any indecent action towards other Users will not be tolerated and shall attract prompt and punitive disciplinary action as per applicable laws enforced in India and including but not limited to termination of usage rights as well as legal action. In the event of termination, Users will not receive any credit or payment from the Company.

2. Without limiting the Company to other remedies, You must pay the Company all fees owed to Us and reimburse the Company for all losses and costs (including any and all the Company associate, officers or representative’s time) and reasonable expenses (including but not limited to legal fees) related to investigating such breach and collecting such fees.

3. The content may contain typographical errors or other errors or inaccuracies and may not be complete or current. The Company, therefore, reserves the right to correct any errors, inaccuracies or omissions and to change or update the content at any time without prior notice. The Company does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

4. You shall not assign any rights or obligations arising under this Term, whether by operation of law or otherwise, without the prior written consent of the Company. 5

5. Any claim or controversy that arises out of or relates to this agreement, or the breach of it, the same shall be referred to a person nominated by the Company whose decision shall be final and binding upon the parties hereto. Such references shall be deemed to be a submission to arbitration in accordance with the provisions of the Arbitration and Conciliation Act,

1996. The seat of arbitration shall be in Hyderabad, India and the process shall be in English Language.

6. Notwithstanding the foregoing, if You breach or threaten to breach any provision of this Agreement You acknowledge that irreparable harm will result to the Company if You breach any obligation under this Agreement and You acknowledge and agree that such a breach would not be properly compensable by an award of damages. Accordingly, You agree that the Company shall be entitled to, in addition to other available remedies and damages, injunctive relief or other equitable relief enjoining such breach at the earliest possible date.

7. In the event that any provision of this Agreement is held to be invalid or unenforceable by a court or regulator of competent jurisdiction, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. The Company’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing.

8. This Agreement shall be governed by the laws of India and in case of any dispute between You and the Company, in relation to the Services, the Courts of Hyderabad, India shall have exclusive jurisdiction.

L. GRIEVANCE OFFICER:

In accordance with the Information Technology Act 2000 and Information Technology (Intermediaries Guidelines) Rules, 2011 made there under, the contact details of the Grievance Officer are provided below in order to contact him when You have some problem or grievance with respect to the Services of the Application/Website. You should promptly raise such grievance or complaint with the below designated Grievance Officer to enable him to resolve the complaint Grievance Officer: Mr. Kanaka Bhaskar Mamillapalli Email: bhaskar.mamillapalli@hiringhood.com 6