This Master Subscription/Buying Plan Agreement (MSA) stands to form a legal binding and enforceable agreement between Maxjobs entity described in an Order Form (“Maxjobs”), and the other party present in an Order Form (“Customer”). By mutually executing one or more order forms with Maxjobs which reference this agreement, customer agree to be bound by the terms of this MSA. This MSA does not apply to customers who are not on a subscription/buying plan.

1. Definitions
“Agreement” refers to this Master Subscription Agreement, “Authorized Users” “Candidate Content” “Customer Content” “Effective Date” “Order Form” “Professional Services” “Purchase Document” “Service Level Agreement” “Services” “Maxjobs Applications” “Start Date” “Statement of Work” or “SOW” “Subscription”

2. Scopes of Maxjobs Applications and Services

• 2.1 Permission to access
  Maxjobs shall provide Customer’s Authorized Users with access to the Maxjobs Applications via a Subscription/Buying plan as defined in this Agreement, subject to the terms and conditions of this Agreement. Maxjobs offers Customer a non-exclusive, non-transferable worldwide right to use the Maxjobs Applications for the exclusive purpose of finding and recruiting potential employees for customer.
  
  
• 2.2 Exclusive Rights
  This is a Subscription/Buying plan Agreement for the use of Maxjobs Applications and Services by Customer. It does not involve the sale, transfer, and assignment, of any software or work product generated by Maxjobs being a part of any professional services. Maxjobs retains all rights not expressly given to Customer. Since it’s a Subscription/Buying plan agreement, Customer agrees that Maxjobs or all its entity reserves all right, interest, and title, (copyright, trade secret, all patent, other intellectual property rights) to the Maxjobs Applications, the Services, the Services deliverables, and underlying software, databases, inventions, developments, know-how techniques, technologies, designs, algorithms, offered by Maxjobs, and modification, adaptation, extension, and derivation, of the Maxjobs services and applications.
  
  
• 2.3 Feedback
  “Feedback” refers to all written and oral comments and recommendations provided by Customer or its Authorized Users to Maxjobs in accordance with the Agreement. Maxjobs may, in its absolute subtlety, use Feedback supplied to Maxjobs by either Customer or Authorized Users in compliance with the Agreement, as long as Maxjobs does not refer to or identify Customer. Customer expressly grants Maxjobs a non-exclusive, royalty-free, perpetual, right and licence to use the Feedback within Maxjobs products and services, given that the Feedback does not disclose Customer.
  
  
• 2.3 Use Guidelines
  Customer must make commercially reasonable measures to ensure that Authorized Users are acquainted with the Section 2.4 provisions.
  
  
  • 2.4.1 Restrictions
    Except to the extent exclusively allowed within this Agreement and as permitted by applicable law, the Customer shall not: attempt to duplicate, modify, copy, derivative works creation, reflect, repost, frame, download, distribute, demonstrate, all or any section of the Service or Software in any context or media or by any purpose; or attempt to decompile, revise, or tweak any component of the Service or Software in any media or form or; utilizing the service to avail services to third parties; or wilfully engage in any action that interferes with or interrupts the Maxjobs Applications or Services, or infringes on the brand or proprietary rights of Maxjobs and/or its third-party vendors. The Maxjobs Applications, as well as any Candidate Information, shall be used in accordance with relevant laws.
    
    
  • 2.4.2 Unauthorized Use
    Customer must verify that every Authorized User's login and password are only used by that Authorized User. Customer is responsible to make commercially reasonable measures to keep the usernames and passwords of all Authorized Users discreet. Any known or alleged unlawful use of Customer's account, usernames, or passwords must be reported to Maxjobs immediately. Maxjobs has the authority to cancel any username and password that it believes has been used by an unauthorized third party or for any illegal purpose. Any actual or suspected improper use of Customer's account, usernames, or passwords will be reported to Maxjobs.
    
    
  • 2.4.2 Unauthorized Use
    Customer must verify that every Authorized User's login and password are only used by that Authorized User. Customer is responsible to make commercially reasonable measures to keep the usernames and passwords of all Authorized Users discreet. Any known or alleged unlawful use of Customer's account, usernames, or passwords must be reported to Maxjobs immediately. Maxjobs has the authority to cancel any username and password that it believes has been used by an unauthorized third party or for any illegal purpose. Any actual or suspected improper use of Customer's account, usernames, or passwords will be reported to Maxjobs.
    
    
  • 2.4.3 Purpose Restrictions
    Customer undertakes not to use the Maxjobs Applications to: stalk and/or threaten someone; harm juveniles in any manner; impersonate any person or company, or wrongfully state or otherwise disparage Customer's affiliation with an individual or persons; forge headers or otherwise exploit identifiers to disguise the emergence of any Content published on or distributed through the Maxjobs Applications; use the Maxjobs Applications or Content in ways that a third-party believes the individual is communicating directly with Maxjobs engage in any sceptical or fraudulent activity; gathering, assembling, creating information and data subject; harvest, collect, gather, or assemble information or data about data subjects without their consent or a lawfully, as the case may be; or trade any services or goods for any commercial purposes (including branding and generating offers to buy or sell products or services), except when Maxjobs has given approval to do so.
    
    
  3. Billings, Payments and Taxes
  
  
  • 3.1 Payment Terms
    Customer agrees to pay Maxjobs all fees specified in the Agreement in full, without any withholding, offset, or other objections (unless according to charges complied with reasonable and good faith dispute along with written evidence promptly sent by Customer to Maxjobs before the payment due date). All late payment not subject to a good faith dispute will be subject to an extra charge per month or the highest amount allowed under applicable legislation until they are paid in full. On the Start Date, the first invoice will be sent. All costs are non-refundable unless the Agreement is terminated owing to a substantial breach by Maxjobs or termination in line with Section 13.1.
    
    
  • 3.2 Employee Definition
    "Employee" refers to anyone Customer recruits and pays for their labour, is utilising Maxjobs Applications to seek and hire professionals.
    
    
  • 3.3 Employee Increases
    Unless the Customer's Employee figure exceeds the number stated in the Order Form, the Customer is responsible for contacting Maxjobs on or about each anniversary of the Date Of issuance and paying any extra Subscriptions due in the future. Any such payments are not required to be paid retroactively by the customer. Maxjobs will bill Customer for any increasing number of employees beyond the original number provided in the Order Form(s) at the start of the next financial term. If Customer purchases another firm that starts utilizing Maxjobs Applications, Customer shall notify Maxjobs immediately and pay any added expenses at the mutual obligation. This Section 3.3 has no bearing on the pricing of Maxjobs Applications that are not based on the number of employees employed by the customer.
    
    
  • 3.4 Taxes
    Except for taxes on Maxjobs income, employees, or similar taxes, all fees stated in or related to this Agreement are exclusive of any relevant value added taxes, use, sales, and other additional taxes by all local, state, federal, or foreign law enforcement agencies, which are added to the fees and paid by Customer.
    
    

4. Term, Cancellation and Termination

• 4.1 Term
  The Subscription/Buying Plans Agreement begins on the Date Of issuance and continues for the duration specified in the Order Form (the "Initial Term"). Any renewal(s) of the Initial Term shall be subject to terms set in the Order Form (includes "Renewal Term"). The Initial Term and each Renewal Term are referred to as "Term."
  
  
• 4.2 Termination
  If the other Party significantly breaches the Agreement and fails to rectify the violation within (given time) of receiving written notice of such breach, either Party may terminate this Agreement immediately upon such notice. Maxjobs maintains the right to suspend the Services and/or terminate this Agreement if unsettled fees are not paid within (given time) of the unresolved invoice's due date.
  
  
• 4.3 Effect of Termination
  If this Agreement is terminated or expires for any justification, Maxjobs will terminate Customer's access to the Maxjobs Applications and halt offering any Services, and; all charges obligated to pay by Customer will turn immediately due and payable, unless the termination is for the reasons: Maxjobs shall immediately issue a prorated refund for the customer for pre-paid Subscription/Buying Plans fees for the rest number of months retained in the Term following the effective termination date.
  
  
• 4.4 Data Return
  Maxjobs will provide free access to Customer's public API for (given time) after the termination or expiration of this Agreement, so that Customer can retrieve its data, along with, no limitation, Customer Content and Applicant Content, in (given format) format. Customer acknowledges that after (given time), no additional access to Customer's public API will be provided, and Maxjobs will revoke Customer's access and erase Customer's data.
  
  

5. Job Distribution & Maxjobs, Marketplace, Maxjobs; Integrations

• 5.1 Marketplace
  
  
  • 5.1.1 Background
    Customers can acquire third-party software as well as services through Maxjobs 's marketplace (the "Marketplace" every third-party software services and goods provider, a "Marketplace Vendor"). Maxjobs serves as an intermediary for the Marketplace, comparable to an app store.
    
    
  • 5.1.2 Background
    Since items are given by Marketplace Vendors rather than Maxjobs, and such a partnership is separate from Maxjobs and the Customer: Marketplace vendors don't serve as agents, subcontractors, or sub processors for Maxjobs. Maxjobs makes no representations or warranties about the products sold by Marketplace Vendors. Whenever Customers buy Marketplace Vendor services through the Marketplace, the terms of service of the Marketplace Vendor, including their data security provisions, apply to Customer and control Customer's use of Marketplace Vendor products, not applicable to this Agreement. As a result, Customer is strongly advised to read the terms and conditions of any Marketplace Vendor items before buying or using them.
    
    
• 5.2 Bought Integrations
  Maxjobs shall take all necessary measures to guarantee that third-party service integrations are successful if a bought Document includes them. Maxjobs is not accountable for any problems connected to the integration unless such errors are completely within Maxjobs control, as an integration to any third-party software is dependent on the technical arrangement of third-party services, that are not within Maxjobs control.
  
  

6. Customer’s Obligations

• 6.1 Customer License Permission
  Customer entitles Maxjobs a constricted, non-exclusive, globally, royalty-free, and fully funded licence to: use, reconstruct, demonstrate, and alter Customer Content purely for the purpose of, and to the extent required, performing the Agreement for Customer (which include, sharing and providing Customer Content with candidates & employees); and use Customer's brands, brand names, and logos to undertake the Agreement for Customer. Maxjobs may not use User's trademarks, brand names, or logos for any other purpose unless the all involved parties agree otherwise. Customer reserves all rights in and to the Customer Content not expressly given to Maxjobs in this Subscription Agreement. Customer owns everything, as far as the parties are concerned.
  
  
• 6.2 Content liability
  Customer shall stand responsible for, and carries the risk, obligation, and expense of: any problems arising from the precision, reliability, authenticity, integrity, consistency, and relevance of all Customer Content; obtaining, installing, and handling all connectivity equipment, hardware, software, and other equipment as may be required for it and its Authorized Users to communicate, access, and utilise the Maxjobs Applications and Services; and any problems arising from the authenticity aspects.
  
  

7. Representations and Warranties

• 7.1 Maxjobs warranties
  Maxjobs represents and warrants to other Parties that it (i) has all rights to provide Customer with a Subscription to the Maxjobs Applications and will maintain all required third-party licences for effecting of the Agreement, and (ii) during this Agreement term, it will deliver the Maxjobs Applications and Services complying with the Agreement; and (b) will perform the Services in a good, workmanlike, and professional manner, implementing and maintaining backup, security, and business continuity measures in accordance with industry practises.
  
  
• 7.2 Warranty Disclaimer
  AS MENTIONED IN THE AGREEMENT, THE SITES AND THE SERVICES THAT ALSO INVOLVE ALL THE SERVER AND NETWORK COMPONENTS, ARE AVAILED ON AN “AS IS” AND “AS ACCESSIBLE” BASIS, ANY SHORT OF WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW, AND MAXJOBS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER IMPLIED OR CONVEYED, CONTAINING, BUT NOT RESTRICTED TO, ANY IMPLIED WARRANTIES OR SALABILITY, TITLE, OR FITNESS FOR A PARTICULAR REASON, AND NON-INFRINGEMENT. CONSUMERS ACKNOWLEDGE THAT MAXJOBS DO NOT WARRANT FOR ALL THE SERVICES TO BE UNDISTURBED, ERROR-FREE, TIMELY, VIRUSE-FREE, MALICIOUS SOFTWARE FREE, SECURE, AND NO INFORMATION OR ADVICE OBTAINED FROM MAXJOBS OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY MENTIONED IN THIS AGREEMENT.
  
  

8.Confidentiality

• 8.1 Use Description
  “Confidential Information” means any non-public or proprietary information or material relating to a Party that is marked or designated as confidential or might reasonably be considered confidential, whether disclosed orally, in writing, in electronic, tape, disc, or any other physical or visual form, by or on behalf of the disclosing Party, including without limitation, trade secrets, statistical, all know-how, technical, strategic, scientific and financial information. All Party agrees to: (a) using Confidential Information for mentioned purposes described as well as licensed herein; and (b) deny access to the confidential information to any agent, employee, and/or consultants, without having any written agreement or other of the license according to this Agreement.
  
  
• 8.2 Exceptions
  This Agreement does not apply to confidential Information: (a) Due to Receiving Party's information available publicly except via any measures or omission failure to fulfil a responsibility to the Disclosing Party. (b) receiving information from a third-party which are not under confidentiality obligation as per the Receiving Party’s knowledge; of (c) previously known, or independently created by the Receiving Party. The Receiving Party may disclose Confidential Content-information in response to a judicial or other governmental order, or a requirement of any law, regulation, provided that, where legally permissible, the Receiving Party must provide the Disclosing Party with reasonable written notice prior to such disclosure so that the Disclosing Party can take appropriate action to seek a protective order at the Disclosing Party's sole expense.
  
  

9. Consumer personal Accounts
Every individual can create a personal account in the Maxjobs Application. An individual can use this personal account to organise several application profiles and processes for numerous firms. Maxjobs for Customer does not collect or handle personal data for an individual's personal account. Hence, this Agreement does not apply to any connection between an individual with an individual account and Maxjobs.

10. Anti-Bribery
In accordance with this Agreement, none of the Party shall accept or give any bribes, or any form of valuables. Each Party hereby agrees that, as of the Effective Date, either of the party undertakes that, its employees, directors or any of the officers has not promised, solicited, given or offered, accepted or authorized any undue monetary or other advantages of any specific kind in association with the Agreement, and that it is ensured that reasonable analytical steps are further taken to prevent the agents, subcontractors, or any third parties under its control from doing so.

11. Open-Source Software
The Maxjobs Applications entail specific free and/or open-source software components, which are controlled by the respective/ relevant Open-Source Software policies and terms. Maxjobs also avails license terms of the Open-Source Software, other relevant categories and components. Maxjobs will not utilise Open-Source Software in any way that binds Customer in any way other than as mentioned in this Agreement. All Open-Source Software terms and conditions must be followed by Maxjobs.

12. Limitation Of Liability
Under the applicable law that is permitted to an extent specifies that the Party or its suppliers shall not remain liable to other parties based on any incidental, indirective, special, punitive, consequential damages. This liability includes the attorney’s reasonable fees, which results within the connection related to the Agreement; this causes despite the theory or the action of liability whether in contract or tort or in case such Party already been notified about the occurrences of the damages. In such an event, except for amounts owed to Maxjobs by customers as it is set in the Agreement, For the then-current year of subscription, each Party’s aggregation liability which is concerning the Agreement remains limited to the User’s paid fees, despite such liability arises from a contract’s material breach. Here, in the section of limitations of liability, it will not apply for any personal injury or death liability resulting from negligence, any liability that arises from misconduct or fraud attempt, any liabilities not excluded under the law, Maxjobs’s’ intellectual property indemnification.

13. Indemnification

• 13.1 Maxjobs Indemnification
  Maxjobs shall indemnify, defend and hold the customers against any suits, losses, proceedings, claims, expenses and costs, which include attorney’s fees and no limitation that arose out of demands, claims, proceedings, or suits brought up by any third-party allegation the Maxjobs Applications are infringing on any trademark or copyright, patent or expropriation of any trade secret. If such portion of the Maxjobs Applications has become or, based on Maxjobs opinion likely to become, the claim of infringement, Maxjobs may, at Maxjobs’s’ option: a) Procuring the customers the right for using the Maxjobs application. b) replacing the Maxjobs application with non-infringing solutions. c) modifying the Maxjobs application. d) if the above options are not practicable, then Maxjobs may terminate the Agreement and refund the Customer’s paid fees to Maxjobs for the remainder of the terms based on such termination. This particular section states about the entire obligation and liability of Maxjobs and exclusive remedy of customers regarding the infringement of an intellectual party related to Maxjobs applications.
  
  
• 13.2 Exclusions- Customer Indemnity
  Not considering section 13.1, Maxjobs may not have any accountability or Agreement under this section or concerning any infringement claims based on i) usage of the Maxjobs Applications not in compliance with the Agreement. ii) Content of the Customer, iii) any misconduct or negligence of Customer, iv) Customer utilizing the third-party application in combination with Maxjobs Application or v) disputation between third Party or Customer except the claims mentioned in 13.1.
  
  
• 13.3 Indemnitee Obligation
  These obligations are conditioned based on the following; a) indemnified Party prompting to notify the indemnifying Party of writing any claim, suit or threat. b) indemnifying Party cooperating with the indemnifying Party for facilitating the defense or settlement of any suit or claim. c) the Party having control of the settlement or defense of any suit or claim. d) indemnifying Party not doing any admissions of liability to the claim without prior consent the Indemnifying party’s and (e) usage of reasonable endeavours indemnified Party for mitigating it and the indemnifying Party’s liability, losses, expenses and costs regarding a claim.
  
  

14. Miscellaneous

• 14.1 Survival
  Any sections concerning fees payment, rights of proprietary, non-disclosure and confidentiality, limitation of liability and indemnification shall survive any expiration or termination of this Agreement.
  
  
• 14.2 Electronic Signature
  Email Transmission; Facsimile; Counterparts. This Agreement includes SOW, or Order Form may be implemented and processed by electronic signature, email or facsimile. Each full reproduction that includes reproductions by scan or photocopies shall be deemed an original. Receipt of any such reproduction or facsimile or email transmission shall be considered delivery of an original copy.
  
  
• 14.3 Assignment
  The Agreement is obligatory on the permitted assigns and Parties’ respective successors. None of the Party will be assigning the Agreement or any of the obligations hereunder and rights without the other Party’s prior consent in written format. And shall not be uncooperatively withheld. Regardless of the above, both parties may transfer or assign the Agreement based on pursuant or control change to a sale of all.
  
  
• 14.4 Entire Agreement; Priority
  This Agreement includes any Statements of Work, and Order Form(s) and the referred documents to remain, constitute of the Agreement between Maxjobs and Customer and also governs the Customer’s usage of Maxjobs Applications and Services, and the Effectual Date replaces all written agreements, communications, arrangements, and representations. Any specific terms or conditions mentioned in the purchase order of the Customer or any of the terms and conditions of customers are not applicable and void to the Agreement. The presence of inconsistent factors in a Purchase Document and terms and conditions of the Agreement, the Purchase Document terms shall control.
  
  
• 14.5 Severability
  If any section of the Agreement is, held to be unenforceable or invalid for any reason, the remaining sections in full force continuation without being invalidated or impaired in any way. The parties agree for replacing any impaired or invalid section with a valid section that closely approximates the economic and intent effect of the impaired provision.
  
  
• 14.6 Governing Law
  If this Maxjobs entity is set in Order Form: (1) Maxjobs, the laws of the Indian State of Haryana will govern the Agreement, without effecting any conflicts of laws principles that require the law of different jurisdiction applications.
  
  
• 14.7 Waiver
  The waiver by both the Party of a breach of any section of the Agreement will not be interpreted or operated as a waiver of any subsequent breach.
  
  
• 14.8 Force Majeure
  None of the parties is liable to the other for any failure occurrence except for obligations in payment, to meet its obligations based on the Agreement where such type of failure is caused due to the events beyond reasonable control like communication network failure, incapable of obtaining the information or instruction in time from the Party., governmental action, natural disasters like floods, fire accidents, storms or other natural calamities provides that the Party is seeking to depend on such kind of consequences which further gives written notice on such circumstances to another party hereto and usage of reasonable efforts for overcoming such consequences.
  
  
• 14.9 Amendments
  Unless it is in written the format which specifically refers to this Agreement, and duly executed by either of the Parties, any variation or modification shall not be effective.
  
  
• 14.10 Publicity
  Maxjobs may consist of the Customer’s logo and name in the list of customers, despite or media or format which is mentioned in the public nature based on the relationship between the parties.
  
  
• 14.11 Government Purchasers
  This clause cannot be applicable unless the Customer is part of the Indian Government. All the components that constitute the Maxjobs Applications are a commercial item” as that term is defined as consisting of “commercial computer software documentation” or “commercial computer software” All the authorized users can acquire the Maxjobs Applications with specific rights set forth herein.
  
  
• 14.12 Independent Contractors
  The relationship between each Party with the other Party is of an independent contractor, and neither of them is a partner or agent of the other. None of the parties can represent any of the third parties that consist of authority for representing on behalf of the other Party.
  
  
• 14.13. Notices
  Notices can be served in a valid manner pursuantly to this Agreement. The notice can be sent by email or tracked delivery, where the other Party acknowledges it in written format. According to this Agreement, any notices given to the Consumer will be sent back to their address in the Order Form. Any notice provided to Maxjobs in association with this Agreement shall be sent to Maxjobs, Gurgaon, Haryana, India.