Subscription Sign-up Terms and Conditions

This SUBSCRIPTION SERVICES AGREEMENT (this “Agreement”) is made on the date Customer sign up as a subscriber or to use the app (the “Effective Date”), by and between Zaphire Information Technology and Services Private Limited with its principal place of business at Shakthi Towers – 1, 766, Anna Salai, Chennai 600021 (hereinafter referred to as “Zaphire,” Company” and Customer, (hereinafter referred to as “Customer” or “subscriber”). “Zaphire” and the “Customer” are individually referred to as a “Party” and collectively as “Parties.”

WHEREAS, ZAPHIRE is the world’s first all-video social hiring platform for professionals. ZAPHIRE as a social hiring platform enables employers to hire their next best talent(s) and helps job-seekers to find their suitable employment(s) endeavor. The ZAPHIRE platform enables employers seeking to hire to find the ideal candidate by sourcing talent and screening candidates through video pitches. The platform is strategically equipped to match available opportunities by the employers with candidates containing the needed experience and skills for the job. The ZAPHIRE platform provides an unmatched experience for both the potential employer and the potential candidate. Matched job seekers and employers can engage on chat, voice, or video call through the app. Employers can access talent on the app, invite potential job seekers to sign up and create profiles and video resumes, and use the other features of the app including participating in events, live streaming content, and joining learning and coaching programs offered by other professionals on the platform (“Services”).

WHEREAS, Customer desires to avail itself of the services and ZAPHIRE desires to provide the services.

NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions contained herein, the parties hereby agree to this Agreement.

Acceptance: By signing up for an account on the ZAPHIRE app/platform or by using ZAPHIRE’s services or by continuing to use the ZAPHIRE services or upon executing this agreement; this service agreement is valid and in effect. ZAPHIRE and you (the “customer”) fully agree to the following terms and conditions. You represent that you are 18 years of age or older and have the legal power and authority to enter into this agreement. If you are signing up to use ZAPHIRE’s app on behalf of a company, you represent that you have the complete authority to bind the company to the terms governing the use of the ZAPHIRE’ services, and the term “your company and all of its employees, agents, users and viewers of the ZAPHIRE platform(s). If you do not agree to the terms of this agreement, or if you do not have the authority, then you must stop using ZAPHIRE’s products and services, or stop the subscription sign-up process immediately.

Accurate Customer Information: The Customer agrees to provide ZAPHIRE with accurate information, including legal name, company name (if applicable), street address, telephone number, email address, and any other information provided in the subscription sign-up form. The Customer also agrees to notify ZAPHIRE of any changes to this information within a period not to exceed 7 business days. ZAPHIRE reserves the right to terminate Customer’s access to the Service, if the Customer provides fraudulent contact information.

Customer Account Security and Passwords: The Customer is entirely responsible for any and all activities that occur within the Customer’s account, and where applicable, the activities that occur within additional accounts established by the Customer. The Customer will choose, or be temporarily assigned, all applicable one-time password to use with the ZAPHIRE’ Service. The Customer shall be entirely responsible for maintaining the confidentiality of its passwords and account data, and where applicable the passwords and accounts of each user accessing the Service using an account established by the Customer. Any unauthorized use or breach of security of a Customer account, and where applicable, other accounts established by the Customer, shall be reported to ZAPHIRE immediately.

Customer Data: ZAPHIRE acknowledges that all data submitted to the ZAPHIRE’ Service by the Customer (“Customer Data”), or its agents, is intellectual property owned exclusively by, or licensed to, the Customer. The Customer acknowledges, and agrees, that the accuracy, integrity, reliability, quality, legality, and copyright of all Customer Data shall be the sole responsibility of the Customer, and ZAPHIRE shall not be held accountable or liable for any correction, deletion, loss, destruction, copyright claims or failure to store any such Customer Data.

Confidentiality of Customer Data: Customer information such as contact details, Customer Data, and usage analytics derived from use of the Service is considered confidential to Customer. ZAPHIRE will not share, rent, sell, or trade Customer information. ZAPHIRE may only use the Customer information to provide the Services under this Agreement, contact the Customer and provide necessary support, evaluate the satisfaction of Service, enhance Customer experience. The customer will own its data and may update, edit or delete data as needed. Zaphire may retain a copy of data to the extent allowed by Federal, State and local laws. ZAPHIRE shall use all reasonable efforts to protect Customer’s Data. However, it is Customer’s responsibility to secure and maintain backup copies of all the Customer Data.

Inappropriate Use: The Customer and employees or agents will not use the ZAPHIRE’ Service in any way to engage through the Service any unlawful, harassing, libelous, unsolicited commercial email (“spam”), abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind. The Customer agrees to defend, indemnify, and hold ZAPHIRE harmless against any third-party claim or action, civil or criminal that arises from the Customer’s use of the Service in any manner that is inconsistent with this Agreement.

Customer Support: ZAPHIRE, or its designee(s), shall provide email-based support with 48 hours turnaround.Customer support email is hello@zaphire.com

Service: ZAPHIRE is the world’s first all-video social hiring platform for professionals. ZAPHIRE as a social hiring platform enables employers to hire their next best talent(s) and helps job-seekers to find their suitable employment(s) endeavor. The ZAPHIRE platform enables employers seeking to hire to find the ideal candidate by sourcing talent and screening candidates through video pitches. The platform is strategically equipped to match available opportunities by the employers with candidates containing the needed experience and skills for the job. The ZAPHIRE platform provides an unmatched experience for both the potential employer and the potential candidate. Matched jobseekers and employers can engage on chat, voice or video call though the app. Employers can access talent by paying an access fee per resume if purchased in the app or can sign up for an enterprise plan to have more flexibility & coverage. (“Services”) Services are also those described on the App/Platform.

Service Access and Availability: The app is accessible via mobile and desktop. The desktop version has limited functionality only.The Customer is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access any ZAPHIRE Service, and for paying all third-party access charges incurred while using the Service.

Customer is subject to the Application’s Terms of Use/Service/Privacy Policy /Acceptable Use Policy agreement upon signing up.

Proprietary Software and License: Customer acknowledges, and agrees, that the Service uses proprietary software (the “Software”) owned by ZAPHIRE or its affiliates. ZAPHIRE grants to Customer an individual, non-exclusive, royalty-free, worldwide, fully paid up (or in the case of a free subscription as here, the fully paid means a right to use the app without pay until the expiration of the free subscription), non-transferable license to use the Software subject to the terms and conditions of this Agreement. The Customer acknowledges, and agrees, that the Customer, its employees or agents, are expressly prohibited, directly or indirectly, from attempting to discover the source code, underlying algorithms, or technology of the Software; rent, lease, sell, assign, or transfer rights to the Software; modify or make derivative works based on the Software; or use the Software in any service bureau or timeshare capacity. The Customer acknowledges, and agrees, that ZAPHIRE retains exclusive ownership throughout the world of its Software, including portions or copies, and all rights not expressly granted to the Customer. The Customer agrees not to copy user content or record or screen record videos without the written consent from the content creators. Customer further agrees not to copy user content or record or screen record videos by users without the express consent of users in writing.

The Application and any information provided by it, other than the Customer’s data, is protected by copyright and other intellectual property rights and is owned by or licensed to ZAPHIRE.

Subscription Plan: The current subscription is being offered to the Customer without charge for a period of 180 days from the date of sign-up. Customer understands and acknowledges that the Free Subscription Plan affords Customer to have only 5 members under its corporate account able to use the platform for the duration of the Free Subscription Plan (“Plan”). Members should have corporate email to be eligible for this plan. The Plan is subject to number of member usage limit, and other factors described in the plan such as storage, encoding or bandwidth consumed by the Customer each month.

Termination of Service Agreement: The Customer or ZAPHIRE may terminate an order from and Subscription Plan by notifying the other party in writing any time. Upon termination of the order form or Subscription Plan for any reason, the Customer, and all its users accessing the ZAPHIRE Service using the Customer account, will move to a basic plan with limited access.

Copyright: The customer can upload or submit Customer Data on the Service for its use; provided Customer has the right to use such Customer Data. Customer at this moment grants ZAPHIRE the following worldwide, royalty-free, non-exclusive, sub-licensable and transferable rights and licenses to host, cache, store, archive, index, crawl, create algorithms based on, modify or transcode Customer Data to appropriate media formats, standards or mediums solely to provide the Service to Customer.

In relation to any and all material uploaded by the Customer and any and all Customer data, the Customer grants to ZAPHIRE its suppliers, and sub-contractors a non-exclusive worldwide irrevocable license to provide the Application and related services including marketing services to the Customer. The Customer represents and warrants that no uploaded material or Customer data will infringe third party rights or intellectual property rights and will not contain any material that is obscene, offensive, inappropriate or in breach of any applicable law.

Content Violation: In the event any Customer Data becomes subject to any claim of infringement, ZAPHIRE may ask Customer to take down such Customer Data from the Service or take it down itself in the event Customer is unable to do so. Customer understands that ZAPHIRE is fully aware of and adheres to ‘Digital Millennium Copyright Act’ which is a government devised Act for enforcing copyright of digital content and therefore will deal in such cases according to it. Should Subscriber be in country or locality that is not subject to ‘Digital Millennium Copyright Act,’ the country’s or locality rules concerning content violation shall apply.

Export Regulations: The Customer agrees to comply strictly with all India export laws and controls and assumes sole responsibility for obtaining licenses or permits for export or re-export as may be required.

Assignment: ZAPHIRE is entitled to assign its rights and obligations vis-à-vis the Customer to a group company or to a third party. The Customer accepts that ZAPHIRE is entitled to use subcontractors in all matters, including for the implementation and operation of the Application and the storage of Customer data.

Suggestions: ZAPHIRE shall have a royalty-free, worldwide, transferable, sublicense-able, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including its users, relating to the operation of the Services.

ZAPHIRE may update these Terms and Conditions from time to time. The current version of the Terms and Conditions in force from time to time are available on ZAPHIRE’s website. ZAPHIRE shall endeavor to provide reasonable notice of any changes by posting such changes on the web site. Further use of the Application after any change to the Terms and Conditions shall be deemed to be acceptance of such Terms and Conditions. It is the Customer’s responsibility to check the website regularly to keep updated on any changes to these Terms and Conditions.

Jurisdiction: Any divergenbce or difference derived from the interpretation or application of this agreement shall e resolved by arbitration between the parties as per the Arbitration Act, 1996. The place of the arbitration shall be at District Head Quarters of Zaphire. This undertaking is to be construed in accordance with Indian Law with exclusive jurisdiction in the Courts of Chennai.

Unenforceability of Provisions: If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of the Agreement shall nevertheless remain in full force and effect.

Modification of Subscription Agreement: ZAPHIRE reserves the right to change all policies relating to any ZAPHIRE Service, at any time. ZAPHIRE shall notify the Customer of any changes via email.

ZAPHIRE may update these Terms and Conditions from time to time. The current version of the Terms and Conditions in force from time to time are available on ZAPHIRE’s website. ZAPHIRE shall endeavor to provide reasonable notice of any changes by posting such changes on the web site. Further use of the Application after any change to the Terms and Conditions shall be deemed to be acceptance of such Terms and Conditions. It is the Customer’s responsibility to check the website regularly to keep updated on any changes to these Terms and Conditions.

Limitation of Liability: In no event will either party be liable to the other for any consequential, special, indirect, incidental, punitive or exemplary damages of any kind including lost profits, data, or goodwill and the like, arising out of or in connection with this agreement, whether such damages or losses arise in contract, tort (including negligence), strict liability, or otherwise, or are suffered directly or indirectly, even if

- such damages are foreseeable, or
- a party has been advised of the possibility of such damages in advance. the foregoing will not apply to
1. breaches of confidentiality obligations under this agreement
2. a party’s indemnification obligations under this agreement, and a party’s gross negligence and willful misconduct.

Severability: In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable, such illegality, invalidity or unenforceability shall not affect any other provisions of this Agreement.

Entire Agreement; Binding Effect and Benefit; Amendment. This Agreement: (a) constitutes the entire agreement and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof; (b) shall not confer upon any other person any rights or remedies hereunder, except as otherwise provided herein; (c) shall inure to the benefit of the parties hereto and their respective successors and permitted assigns; and (d) may only be amended by an instrument in writing signed by the parties hereto. No changes, alterations or modification hereto shall be effective unless in writing and signed by both Parties hereto.

Non-Waiver. No delay or failure by any party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein.

Survival of Representations: All representations and warranties made in or pursuant to this Agreement shall survive the execution of this Agreement and the consummation of the transactions contemplated herein. All terms and provisions of this Agreement, including any exhibits, which by their nature are intended to survive any termination or expiration of this Agreement, will so survive.

Headings: The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof. Where any group or category of items or matters is defined collectively in the plural number, any item or matter within such definition may be referred to using such defined term in the singular number.

This Agreement is considered executed upon Zaphire making the app available to Customer AND Customer sign up for a subscription on the effective date.