This agreement governs your access to and use of our services. This agreement applies to the services you are using in connection herewith and that are brought to you by Ntalents Technology Private Limited which owns and operates the service.

By accepting this agreement, either by clicking a box indicating your acceptance or by executing an order form that references this agreement or by accessing or using any part of the service, you agree to all the terms of this agreement. In case you are entering this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to all of these terms & conditions. If you don’t have authority and you don’t agree with these terms and conditions of use, you must not accept this agreement and you will not have any rights to use the services.

This agreement is effective between you and us as of the date you are accepting this agreement. Our acceptance is expressly conditioned upon your assent to all the terms of this agreement, to the exclusion of all other terms.

DEFINITIONS:

1. SERVICES:

   • Subject to the terms of this Agreement, Ntalents Technology grants to Licensee the non-transferable and non-exclusive right and license to remotely access and use the Service solely for running assessments for its prospective and current employees during the term stated in the account type, as permitted by this Agreement. This license is a worldwide license, with the exception that the Licensee and users cannot access the Services from, or use the Services in, those countries to which exports are prohibited or restricted under any export control laws or regulations.
   • When using the Service Licensee shall not, and shall ensure that its affiliates and users do not:
     1. Copy, translate, decompile, reverse-engineer or otherwise modify any parts of the Service.
     2. Transmit any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable.
     3. Infringe the intellectual property rights of any entity.
     4. Interfere with or disrupt the Ntalents Technology software, the Ntalents Technology systems used to host the Service, other equipment or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.
     5. Use the Service in the operation of a service bureau or time-sharing service.
     6. Circumvent the user authentication or security of the Site or Service or any host, network, or account related thereto.
     7. Use any application programming interface to access the Service other than those made available by Ntalents Technology.
     8. Mirror the Service on any server without prior approval from Ntalents Technology.
     9. Make any use of the Service that violates any applicable local, state, national, international or foreign law.
     10. Fail to use commercially reasonable efforts to prevent the unauthorized license, sale, transfer, lease, transmission, distribution or other disclosure of the Service.
     11. Except for licenses provided to users as permitted in this Agreement, allow any third party to use any user identification(s), code(s), password(s), procedure(s) and user keys issued to, or selected by, Licensee for access to the Service.
   • The Site may contain links to external web sites and information provided on such external websites by Ntalents Technology & its partners and third-party service providers. Ntalents Technology shall not be responsible for the contents of any linked web site, or any changes or updates to such sites. Licensee further agrees that Ntalents Technology shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Licensee use of or reliance on any content, goods or services available on or through any such linked Web site. Any article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, or posting to any forum, wiki, or blog on the Site, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the content.
   • If Licensee is granted a license under this Agreement to a free (no fee) version of the Service, to the extent permitted by applicable law, Licensee agrees that
     1. Ntalents Technology has no obligation to provide any particular service level or support services.
     2. Ntalents Technology may cease providing the Service at any time without notice. This Article 1.4 supersedes any conflicting term of this Agreement.
   • Ntalents Technology will provide support for the Service as may be described in the Insertion Order, in particular, enabling the cloud based Services platform to enable Licensee to create and start delivering assessments in reasonable time, creating a Licensee account on Ntalents Technology Site and using reasonable commercial efforts to ensure that all the Licensee permitted users are able to take up the assessments without unreasonable errors.
   • Ntalents Technology will use commercially reasonable security technologies (such as encryption, password protection and firewall protection) in providing the Service, and Licensee shall comply with the applicable Ntalents Technology security guidelines and procedures made known to Licensee through the Service or otherwise. However, Ntalents Technology does not control the transfer of data, including but not limited to Licensee Data, over telecommunications facilities, including the Internet, and Ntalents Technology does not warrant secure operation of the Service or that such security technologies will be able to prevent third party disruptions of the Service.
   • Each Insertion Order shall define:
     1. The Services to be provided to Licensee by Ntalents Technology Private Limited.
     2. The content that may be provided to Licensee in furtherance of the Services.
     3. The Ntalents Technology Materials associated with the Services. Any Licensee obligations
     4. The term of the Insertion Order
     5. Fees for the Services and certain other appropriate terms and conditions related to the Services.

Ntalents Technology will not begin any Services unless an Insertion Order governing such Services has been duly executed by both parties. Ntalents Technology may immediately cease performing Services, without liability and without prejudice to its payments, if an Insertion Order expires and is not extended or replaced with a valid Insertion Order.

• Ntalents Technology shall have the right to use third parties (the "Subcontractors") in performance of its obligations and Services hereunder. Should Ntalents Technology use any Subcontractors in performance of its obligations and Services, Ntalents Technology shall be fully responsible to Licensee for the acts and omissions of its Subcontractors as it is for Ntalents Technology's own acts and omissions. Nothing contained in this Agreement shall create any contractual relationship between any Subcontractor and Licensee.
• Use of the Service by Licensee's direct competitors is prohibited, except with Licensee's prior written consent.
• Use of the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes is prohibited.
• Note Related to Psychometric Reports: The interpretive information contained in our psychometric reports should be viewed as a source of hypotheses about the individual/ group being evaluated. No decisions should be based solely on the information contained in these reports. Any interpretation of our psychometric reports should be taken into account along with all relevant inputs such as actual experience, skills, interests, abilities, the market being addressed and product being sold. This material should be integrated with all other sources of information in reaching professional decisions about an individual. Our reports are confidential and intended for use by qualified professionals only. Ntalents Technology is not responsible for any hiring decisions made using this assessment as the sole decision making criterion.

1. RESPONSIBILITIES

   • Licensee is responsible for all its activity occurring under this License.
   • Licensee shall not use the Service for employees or candidates for any third-party organizations without Licensor's express written consent and permission.
   • Licensee shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service.
   • Licensee indemnifies Licensor against Licensee's misuse or abuse of the Service.
   • Licensee shall notify Licensor immediately of any unauthorized use or any known or suspected breach of security, notify Licensor immediately, and use all reasonable efforts to stop any known or suspected copying or distribution of Content.
   • Licensee shall not allow an unauthorized third party to gain access to the Service.
   • Licensee shall keep all Log-In Information confidential, and it may only be used by Licensee.
   • Licensee shall not:
     • License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Service or the Content available to any third party in any way;
     • Modify or make derivative works based upon the Service or the Content;
     • Create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or
     • Reverse engineer or access the Service in order to
     • Build a competitive product or service,
     • Build a product using similar ideas, features, functions or graphics of the Service, or
     • Copy any ideas, features, functions or graphics of the Service.
     • Send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortuous material, including material harmful to children or volatile of third party privacy rights;
     • Send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
     • Interfere with or disrupt the integrity or performance of the Service or the data contained therein; or
     • Attempt to gain unauthorized access to the Service or its related systems or networks.
     • Use the Service for pre-employment purposes or new employee or applicant screening during the Free Trial period or at any time prior to a purchase of the Service, unless it shall have the express written consent and permission of Licensor.

1. PAYMENT OF FEES

   • Master Licensee shall pay all fees and invoices immediately 'on receipt,' in accordance with Licensor's payment terms listed on its invoices. All payment obligations are non-cancellable and all amounts paid are non-refundable. Licensor reserves the right to modify its fees and to introduce new charges at any time, upon at least 30 days prior notice to Licensee, which notice may be provided by e-mail. Licensor charges and collects in advance for use of the Service. Licensor's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Licensee shall be responsible for payment of all such taxes, levies, or duties. This provision does not apply to Ntalents Technology’s income taxes, or any taxes for which Licensee is exempt, provided Licensee has furnished Ntalents Technology with a valid tax exemption certificate. All pricing terms are confidential, and shall not be disclosed to any third parties, unless available on the website for public consumption.
   • Licensor reserves the right to suspend or terminate this Agreement and Licensee access to the Service in the event that the account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% (prorated for partial periods) per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Licensee will continue to be charged for during any period of suspension. If Licensee or Licensor initiates termination of this Agreement, Licensee will be obligated to pay the balance due on Licensee's account. Licensee agrees that Licensor may charge such unpaid fees to Licensee's credit card or otherwise bill License for such unpaid fees.
   • Licensee agrees to provide Licensor with complete and accurate billing and contact information. This information shall include Licensee's legal entity name, street address, e-mail address, and name and telephone number of an authorized billing contact. Licensee agrees to update this information within thirty days of any changes.
   • Licensor reserves the right to impose a reinstatement fee in the event Licensee are suspended and thereafter request access to the Service. Licensee agrees and acknowledges that Licensor has no obligation to retain Licensee Data and that such Licensee Data may be irretrievably deleted if Licensee's account is 30 days or more delinquent.
   • Licensee shall not be required to pay fees for Free Trial Subscriptions; however Free Trial Subscriptions may be terminated by Licensor at any time and at Licensor's sole discretion.
   • The Master Licensee warrants and represents that he or she has both the right and authority to enter into this Agreement. In the event that the Master Licensee does not have the right or authority to enter its organization into this Agreement, then Master Licensee hereby personally accepts full financial liability and legal responsibility of payment for this Agreement.

1. INTELLECTUAL PROPERTY OWNERSHIP

   • Reservation of Rights. By signing this Agreement, Licensee irrevocably acknowledges that Licensee has no ownership interest in the Ntalents Technology Materials. Ntalents Technology shall own all right, title, and interest in such Ntalents Technology Materials, subject to any limitations associated with intellectual property rights of third parties. All the Content may only be used solely as a part and for the duration of the Service, in accordance with the terms of this Agreement. Ntalents Technology owns all right, title and interest in any and all patent rights, copyrights, trademark rights and other rights in the Site and Service (including, but not limited to the Content, reports, data generated by the Site/Services), as well as any improvements, design contributions or derivative works conceived or created by either party in or to the Service, including the know-how, techniques, or procedures acquired or used by Ntalents Technology in the performance of Services hereunder. Ntalents Technology reserves all rights not specifically granted herein. This provision does not grant Ntalents Technology with ownership of Licensee IP as defined above. Licensee shall not remove notices and notations on the Site or in the Service that refer to copyrights, trademark rights, patent rights and other intellectual property rights.
   • To the extent that Services to be provided herein involve Ntalents Technology’s use of Licensee's trademarks, service marks, trade names, or other intellectual property and content (the "Licensee IP"), Licensee hereby permits Ntalents Technology to use Licensee IP solely in connection with such listing and list Licensee in its general list of customers. Ntalents Technology shall comply with Licensee's guidelines regarding use of Licensee IP.

1. CONFIDENTIALITY

   • As used herein, the party disclosing Confidential Information is the “Disclosing Party” and the party receiving the Confidential Information is the “Recipient”.
   • “Confidential Information” shall mean information, which has been labelled in writing as confidential when disclosed or, if the disclosure is made orally or in a presentation, the information will be identified as confidential at the time of disclosure and the Disclosing Party will promptly provide the Recipient a written summary of the confidential information within thirty (30) days. For purposes of this Agreement, “Confidential Information” shall also include the following information belonging to each party: any information, technical data or know-how including, but not limited to, that which comprises or relates to the other party's confidential and proprietary trade secrets, hardware, software (source code and object code), screens, firmware, specifications, designs, plans, drawings, data, prototypes, discoveries, research, developments, processes, procedures, intellectual property, market research, marketing techniques and plans, business plans and strategies, proprietary or third party content, customer names and other information related to customers, price lists, pricing policies and financial information or other business and/or technical information and materials, in oral, demonstrative, written, electronic, graphic or machine-readable form and any analyses, compilations, studies or documents. In all events, Ntalents Technology Materials shall be deemed to be the Confidential Information of Ntalents Technology or its third party licensors, to the extent the same is not in the public domain.
   • During the term of this Agreement, and for a period of five (5) years from the date of termination hereof and the return of Confidential Information to the Disclosing Party, the Recipient agrees to use the same care and discretion to avoid disclosure, publication, or dissemination of the Disclosing Party's Confidential Information as it would be its own confidential information of like kind, but in any case using reasonable care.
   • Each party agrees, at all times, to use all reasonable efforts, but in any case no less than the efforts that each party uses in the protection of its own Confidential Information of like value to protect Confidential Information belonging to the other party. Each party agrees to restrict access to the other party's Confidential Information only to those employees or consultants, who (i) require access in the course of their assigned duties and responsibilities, and (ii) are bound by obligations of nondisclosure no less restrictive than those set forth in this Section 4.
   • Nothing in this Agreement shall be construed to convey any title or ownership rights to the Confidential Information of the Disclosing Party or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest in the Confidential Information to the Recipient.
   • Without granting any right or license, the obligations of the parties under this Section 4 shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the Recipient; (ii) is independently developed by the Recipient without use of the Disclosing Party's Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality to the receiving party; or (iv) is already known by the Recipient without any obligation of confidentiality prior to obtaining the Confidential Information from the Disclosing Party.
   • The Recipient shall not be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government provided that notice is promptly given to the Disclosing Party so that a protective order may be sought and other efforts employed to minimize the required disclosure. The Recipient shall cooperate with the Disclosing Party in seeking the protective order and engaging in such other efforts.
   • Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the Disclosing Party imminent irreparable injury and that the Disclosing Party shall be entitled to seek, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfil its obligations under this Section.

1. TERMINATION ON EXPIRATION

   This Agreement commences upon the first use of the Service by the Licensee. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Licensor's then current fees. Either party may terminate this Agreement by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. Licensee agrees and acknowledges that Licensor has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

1. TERMINATION FOR CAUSE

   Any breach of Licensee's payment obligations or unauthorized use of Licensor's Service shall be deemed a material breach of this Agreement. The unauthorized use of any Log-In Information, either with or without Licensee's knowledge, shall be deemed a breach of this Agreement, and may constitute a violation of Licensee's copyrights. User is responsible for maintaining the security and confidentiality of all Log-In Information, and for preventing access to the Product and/or the Content by unauthorized persons. Unauthorized access to or use of the Product and/or the Content by someone using User's Log-In information may be attributed to User. Licensor, in its sole discretion, may terminate Licensee's password, account or use of the Service if Licensee breaches or otherwise fails to comply with this Agreement. In addition, Licensor may terminate a free account at any time in its sole discretion. Licensee agrees and acknowledges that Licensor has no obligation to retain the Licensee Data, and may delete such Licensee Data, if Licensee has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

1. WARRANTY

   • Authority.

     Licensee and Ntalents Technology warrant that each has the right to enter into this Agreement and that the Agreement and all Insertion Orders executed hereunder shall be executed by an authorized representative of each party.

   • Disclaimer of Warranties.

     The Service, including Content, is provided "as is", and Ntalents Technology makes no warranty as to the accuracy or completeness of such Content. Except as otherwise stated in the this agreement, Ntalents Technology makes no other warranties, express or implied, including express or implied warranties of merchantability, fitness for a particular purpose and non-infringement.

1. INDEMNIFICATION

   • Ntalents Technology INDEMNITY

     Ntalents Technology will defend, indemnify and hold harmless Licensee, its parents, subsidiaries, distributors, dealers, affiliates, successors or assigns, and their directors, officers, employees and representatives ("Licensee Parties"), from and against any and all actions, suits, proceedings, claims, demands, losses, costs, damages, and expenses, including but not limited to, interest, penalties, court costs, and attorneys' fees collectively "Claims"), resulting or arising out of any gross negligent act or omission, wilful misconduct of Ntalents Technology, its officers, directors, subsidiaries, subcontractors, contractors, agents, or employees ("Ntalents Technology Parties") arising out of or related to Ntalents Technology’s Services.

   • LICENSEE OBLIGATIONS

     Ntalents Technology shall have no liability under this Section unless: (i) Licensee timely notifies Ntalents Technology in writing after Licensee becomes aware of a claim; and (ii) Ntalents Technology has sole control of the settlement, compromise, negotiation, and defense of any such action; and (iii) Licensee cooperates, in good faith, in the defense of any such legal action.

1. DISCLAIMER OF WARRANTIES

   Licensor and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. Licensor and its licensors do not represent or warrant that:

   • The use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data.
   • The service will meet licensee requirements or expectations.
   • Any stored data will be accurate or reliable.
   • The quality of any products, services, information, or other material purchased or obtained by licensee through the service will meet licensee's requirements or expectations.
   • Errors or defects will be corrected, or
   • The service or the server(s) that make the service available are free of viruses or other harmful components. The service and all content are provided to licensee strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by licensor and its licensors.
   • In no event shall licensor, its affiliates or content providers be liable for any direct, indirect, special, incidental, punitive or consequential damages arising out of or related to the use, inability to use, authorized use, performance or non-performance of this site, even if licensor was previously advised of the possibility of such damages and regardless of whether such damages arise in contract, tort, under statute, in equity, at law or otherwise.
   • Licensor shall not be liable for any delay occasioned by an act of god or the public enemy, or; by riot, insurrection, strikes, labour disputes, or any failure or delay by any internet service provider, internet content delivery service or agency for any act, delay, or omission due to their negligence.
   • Licensor's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Licensor shall not be responsible for any delays, delivery failures, loss of data, or other damage resulting from such problems.

1. LIMITATION OF LIABILITY

   In no event shall either party's aggregate liability exceed the amounts actually paid by and/or due from licensee in the three(3) month period immediately preceding the event giving rise to such claim. in no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.

1. MISCELLANEOUS

   • Compliance with Laws.

     Both parties agree to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement.

   • Assignment.

     Neither party may assign its rights or delegate its duties under this Agreement whether by operation of law, change of control, or in any other manner, without the prior written consent of the other party. Such consent shall not be unreasonably withheld. Any assignment or transfer in violation of this Section 9.2 shall be null and void.

   • Survival.

     The provisions set forth in Sections 4, 5, 6,7, 8, 12, 13, and 14 of this Agreement shall survive termination or expiration of this Agreement.

   • Notices.

     Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party addressed. All notices shall be sent to the applicable address specified on the face page hereof or to such other address as the parties may designate in writing. Unless otherwise specified, all notices to Ntalents Technology shall be sent to the attention of the "Manager-Finance". Any notice of material breach pursuant to Section 8 shall clearly define the breach including the specific contractual obligation that has been breached.

   • Force Majeure.

     Ntalents Technology shall not be liable to Licensee for any delay or failure of Ntalents Technology to perform its obligations hereunder, if such delay or failure arises from any cause or causes beyond the reasonable control of Ntalents Technology. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Licensee in providing required resources or support or performing any other requirements hereunder.

   • Conflict.

     In the event of a conflict between the terms and conditions of this Agreement, an Insertion Order, or an exhibit the terms and conditions of the Insertion Order or exhibit shall prevail, in that order.

   • Entire Agreement.

     This Agreement, including any separately executed Insertion Orders shall constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the parties with respect thereto.

   • Modifications.

     The parties agree that this Agreement cannot be altered, amended or modified, except by a written document, signed by an authorized representative of each party.

   • Headings.

     Headings are for reference purposes only, have no substantive effect, and shall not enter into the interpretation hereof.

   • No Waiver.

     No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.

   • Severability and Reformation.

     Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect, in accordance with its terms as modified by such reformation.

   • Choice of Law.

     This agreement shall be governed and interpreted by the laws of the India. All disputes, differences or claims with respect to any matter arising out of or relating to the Agreement shall be finally settled through the provisions of The Arbitration and Conciliation Act 1996, as amended from time to time having seat of arbitration at Bangalore and the language of such arbitration being English. Subject to above the courts at Bangalore, India, shall have exclusive jurisdiction.