The following terms apply throughout this Agreement.

AUTHORIZED USER

Any employee, contractor, or agent of Customer who is authorized by Customer to access the Services on Customer’s behalf and who is subject to a licensing agreement at least as restrictive as this Agreement.

CANDIDATE DATA

Any Customer Data potentially related to any person considered for a potential service or employment relationship, including their name, contact information, and any online profiles.

AGGREGATED ANONYMOUS DATA

Data collected by Maxovate in connection with Customer’s use of the Services, but only in aggregate, anonymized form which does not specifically identify Customer or any individual and cannot reasonably be used to re-identify any individual.

DATA PROTECTION LAWS

Any applicable legislation relating to data protection and privacy, including India’s DPDPA 2023 and, where applicable, the EU GDPR and any successor legislation thereto.

FORCE MAJEURE EVENT

Any circumstance beyond a party’s reasonable control, including acts of God, natural disasters, acts of government, war, terrorism, pandemic, internet or telecommunications outages, or third-party platform failures.

STAFFING AGENCY

A Customer entity primarily engaged in recruitment and/or talent acquisition for multiple unaffiliated businesses, who has warranted the same to Maxovate upon purchase.

Subject to this Agreement, Maxovate grants Customer a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to access and use the Services solely for Customer’s internal business purposes and any other purposes separately authorized by Maxovate in writing. If Customer is a Staffing Agency, the license may also be used to support the recruitment needs of Customer’s bona fide business customers, subject to volume limitations.

The Services are subject to modification at Maxovate’s sole discretion with reasonable prior written notice of material changes. If a material modification materially and adversely affects Customer’s use, Customer may terminate within 30 days and receive a pro-rated refund of pre-paid Fees.

1.1 SERVICE AVAILABILITY AND SLA

Maxovate will provide at least 48 hours’ advance written notice of scheduled maintenance where reasonably practicable. Maxovate may suspend access for emergency maintenance or in the event of a material breach by Customer, including failure to pay Fees.

Technical support is available Monday through Friday during Maxovate’s normal business hours (IST).

Customer will not:

• Allow any person other than an Authorized User to access or use the Services
• Reproduce, modify, translate, or create derivative works of the Services
• Copy, sell, lease, distribute, assign, or otherwise transfer or commercially exploit the Services for the benefit of any third party
• Disassemble, decompile, or reverse engineer any software related to the Services
• Remove or alter any proprietary notices or labels from the Services
• Interfere with, disrupt, or disable any features or functionality of the Services
• Access the Services to build a similar or competitive product or service

Customer is responsible for maintaining the security of all account credentials and for all uses of the account with or without Customer’s knowledge. Customer agrees to indemnify and hold Maxovate harmless against any claims, damages, losses, and expenses arising from Customer’s use of the Services or violation of these terms.

2.1 THIRD-PARTY SERVICES

The Services utilize APIs provided by third parties (including Salesforce, Indeed, and WhatsApp). Maxovate is not responsible for their operation or availability. Maxovate will provide at least 30 days’ prior written notice if a material third-party integration is discontinued or materially altered. If no suitable replacement is available within 60 days, Customer may terminate and receive a pro-rated refund.

If Customer is purchasing Services that include Maxovate AI functionality, the AI Features may utilize technology provided by Maxovate and/or its third-party AI providers. A current list of AI Features and their service providers is available in the Maxovate AI Documentation. By using an AI Feature, Customer instructs Maxovate to submit Customer Data to the applicable AI provider as a sub-processor.

Customer is solely responsible for the development, content, and legality of AI Input and Output. Customer must ensure all use complies with applicable labor, employment, and non-discrimination laws. Maxovate will make available, on written request, documentation describing known material limitations or biases in the AI Features. Customer agrees to indemnify Maxovate against third-party claims arising from Customer’s unlawful or non-compliant use of AI Output.

MONTHLY PROSPECT LIMIT

Use of the AI Sourcing tool is subject to a Monthly Prospect Limit specified at checkout. Unused prospects do not roll over. Customers may purchase additional prospect credits at the then-current overage rate. Maxovate’s measurement of prospects is final and binding absent manifest error.

Each party agrees not to divulge the other’s Proprietary Information to any third party, to restrict access to those with a genuine need to know, and to apply reasonable security precautions no less protective than those used for its own confidential information.

This obligation does not apply to information that is generally available to the public, already in the Receiving Party’s possession without restriction, rightfully disclosed by a third party, or independently developed without use of Proprietary Information. Disclosure may also be made where required by judicial or governmental order, with reasonable prior written notice to the Disclosing Party where permitted.

This Agreement is not a sale and does not convey any ownership rights in the Services. Maxovate retains all intellectual property rights in the Services and Software. Customer assigns to Maxovate all right, title, and interest in any suggestions, feedback, or enhancement requests relating to the Services.

YOUR DATA

Customer retains all right, title, and interest in Customer Data. Maxovate is licensed to use Customer Data solely to provide the Services. Candidate Data is licensed to Maxovate for the term plus 12 months, after which Maxovate will delete or irreversibly anonymize all Candidate Data. This is subject to applicable Data Protection Laws including DPDPA 2023 and GDPR rights of erasure. Maxovate may use Aggregated Anonymous Data on a perpetual basis for improving, testing, and marketing its products.

MARKETING

Maxovate may use Customer’s logo and service marks in its marketing materials, subject to Customer’s brand guidelines. Customer may revoke this permission in writing at any time; Maxovate will cease future use within 30 days and use commercially reasonable efforts to remove existing uses within 90 days.

All Fees are in Indian Rupees (INR) unless stated otherwise. For recurring subscriptions, Maxovate will send a renewal reminder at least 14 days before each renewal date. Customer may cancel by providing written notice at least 7 days before renewal.

Fees are exclusive of all applicable taxes including GST. Customer is responsible for paying all applicable taxes unless a valid exemption certificate is provided in advance.

This Agreement runs for the term in the applicable Services Package and renews automatically per Section 6. Either party may terminate for material breach with 30 days’ written notice, provided the breach is not cured within that period.

Either party may terminate immediately upon written notice in the event of the other party’s insolvency, liquidation, general assignment for the benefit of creditors, or change of control to a direct competitor. Customer may terminate for convenience on 30 days’ written notice, subject to the refund terms in Section 6.

On termination: all licenses cease; each party returns or destroys the other’s Proprietary Information; Maxovate deletes or anonymizes Candidate Data per Section 5; and Customer pays all accrued outstanding Fees. Sections covering confidentiality, IP rights, data protection, limitations of liability, and arbitration survive termination.

BREACH NOTIFICATION

Maxovate will notify Customer in writing within 72 hours of becoming aware of any confirmed or reasonably suspected security breach affecting Customer Data or Candidate Data. Notification will include the nature of the breach, categories and approximate number of individuals and records affected, likely consequences, and remediation measures taken or proposed.

DATA SUBJECT RIGHTS

Maxovate will provide reasonable cooperation to Customer in responding to data subject requests — including rights of access, correction, and erasure — within the timelines required by applicable Data Protection Laws.

Maxovate represents and warrants that it will not knowingly include any disabling devices, trojans, malware, time bombs, or other malicious code in software released to Customer. If a breach of this warranty occurs, Customer must notify Maxovate in writing. Maxovate will correct the noncompliance or provide a written correction plan within 30 days.

In the event of malicious code inclusion, Customer may: suspend payment of Fees without penalty during noncompliance; seek direct damages caused by the breach; and terminate immediately upon written notice if noncompliance is not remedied within 30 days.

Neither party shall be liable for failure or delay caused by a Force Majeure Event, provided the affected party gives prompt written notice and uses commercially reasonable efforts to mitigate. If the Force Majeure Event continues for more than 60 consecutive days, either party may terminate, and Customer is entitled to a pro-rated refund of pre-paid Fees. Force Majeure Events do not excuse payment obligations already due.

This cap does not apply to breaches of confidentiality (Section 4), data protection obligations (Section 8), Customer’s indemnity obligations, or liability arising from fraud or wilful misconduct by either party.

Customer may not export or re-export the Services in violation of any restrictions, laws, or regulations of India or the United States, including those of the US Department of Commerce and Office of Foreign Assets Control. Use of the Services constitutes a representation that neither Customer nor any Authorized User is a designated national or entity subject to applicable export restrictions or sanctions.

Any dispute that cannot be resolved within 30 days of written notice will be settled by binding arbitration in Bengaluru, India, under the Arbitration and Conciliation Act, 1996. The language of arbitration will be English, with a single arbitrator agreed upon by the parties (or appointed per the Act if not agreed within 15 days). The prevailing party will be reimbursed for reasonable costs and attorneys’ fees. Either party may seek interim injunctive relief in any court of competent jurisdiction.

This Agreement is governed by the laws of India, without regard to conflict of laws provisions. The courts of competent jurisdiction in Bengaluru, Karnataka, India have non-exclusive jurisdiction for interim relief and enforcement of arbitral awards.

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements on its subject matter. All amendments require a writing signed by both parties. If any provision is found unenforceable, it will be limited to the minimum extent necessary, with the remainder continuing in full force. Customer may not assign this Agreement without Maxovate’s prior written consent. Maxovate may assign in connection with a merger or acquisition on 30 days’ written notice. The parties are independent contractors. The UN Convention on Contracts for the International Sale of Goods does not apply.