Terms and Conditions

June 15th, 2025

Introduction

These Zeroinontalent and RareCV Terms of Service (hereafter the “Terms”), outline the terms regarding Your use of the Services and are an integral part of the agreement between you (“you”, “your,” or “Customer) and SCIP Services and Solutions Pvt. Ltd., B 62, Palace Orchard, Kolar Road, Bhopal, Madhya Pradesh, India, 462042 for the use of SCIP’s platforms and websites ZeroInonTalent and RareCV (RareCV is a part of ZeroInonTalent) (“ZeroInonTalent”, “RareCV”, “SCIP”, “us”, “we”, or “our”). You, ZeroInonTalent, and RareCV may also be referred to individually as a “Party” and together as “Parties” in these Terms. “Users” and “Customers” refer to individuals and organizations who register on Zeroinontalent and RareCV, as well as organizations that utilize Zeroinontalent to recruit talent. The terms “Users” and “Customers” should be understood to encompass both individuals and organizations that register on Zeroinontalent and RareCV, as well as organizations that utilize Zeroinontalent for recruitment.

These Terms are a legally binding contract between Users and ZeroInonTalent and RareCV. If you do not agree with these Terms, do not register for a ZeroInonTalent and or RareCV account, or purchase or use Services. By using or accessing the Services or registering for a Zeroinontalent and/or RareCV account, you agree to be bound by these Terms. If you use the Services on behalf of an entity, you agree to these Terms for that entity and represent and warrant to ZeroInonTalent and or RareCV that you have the authority to bind that entity to these Terms, unless that entity has a separate paid contract in effect with ZeroInonTalent and RareCV, in which event the separate paid contract governs your use of the Services.

In these Terms, we collectively refer to the Data Processing Agreement, the Service Level Agreement (“SLA”), the Security Measures, and the Cookie Policy (jointly, the “Documentation”), which is available on our websites, Zeroinontalent and RareCV (“Platforms”, “Websites”).

  1. Grant of access and use

1.1 Subject to the terms and conditions of the Agreement (including our receipt of applicable fees) ZeroInonTalent and RareCV hereby grants to you, and you accept, a limited, personal, non-exclusive, non-sublicensable, non-transferable, non-assignable license to access and use the services solely for preparing your profile, take digital interviews, assessments and for recruitment purposes, and all other services that complement and support profile preparation and recruitment.

1.2 Access and use of the Platform and Services is provided to any number of users, individuals, and organizations for preparing profiles, taking assessments, digital interviews, and recruitment as provided as part of the Services pursuant to the Agreement in accordance with the applicable subscription plan (“Users”, “Candidates”).

  1. The Services

2.1 The “Services” include the Zeroinontalent, and RareCV online profile preparation, talent assessment, digital interviewing, and recruiting platform (“Platform”) and any other products and services provided by Zeroinontalent and RareCV that (a) have been applied for by the Customer under any applicable subscription plan (either via the Website or otherwise) that specifies pricing and other commercial terms (“Order Form”); or (b) are used by you. The services provided under this Agreement are intended for personal or private individual use on RareCV and commercial use on Zeroinontalent.

2.2 The Services provided under this Agreement are used for recruiting, job application, profile preparation, career guidance, training, etc. These Services can be used by search and recruiting agencies, career guidance organizations, and individuals for screening, search, or counseling assignments on behalf of their clients, as agreed in the contract and signed to use the platform as a SaaS platform. We reserve the right to immediately terminate your access to the Services and your account upon misuse of the Services under these Terms.

2.3 Zeroinontalent and RareCV will provide the Services in accordance with (a) the terms of the Agreement; (b) in accordance with the applicable laws; and (c) the Information Security Measures.

2.4 We provide the Services in accordance with these Terms. Zeroinontalent and RareCV shall always remain responsible for any Services or part thereof, provided.

  1. Your Account

3.1 In order to use our Services, you must create an account. To create an account, you (i) must select the applicable subscription plan; (ii) must be legally authorized to represent the individual, the company, or business contracting our Services; and (iii) must review and accept these Terms on the Customer’s behalf. To create an account, you must provide your email address and create a password.

3.2 You agree to provide us with accurate, complete, and current information during your use of the Services. Failure to do so constitutes a breach of the Terms, which may result in the termination of your account on our Service.

3.3 You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. You agree not to disclose your password to any third party. You also agree that usernames and passwords will be used exclusively by the person whose email address is associated with the account and who created it, and they will not be shared or used by multiple users. Zeroinontalent and RareCV will consider the use of a single username and password by multiple users a breach of the contract and will lock the account due to security breach risks after informing Users.

3.4 You must notify us immediately upon becoming aware of any security breach or unauthorized use of your account. You are responsible for preventing unauthorized access to or use of the Services through your account and will notify Zeroinontalent and RareCV immediately of any such unauthorized access or use. Zeroinontalent and RareCV are not liable for any loss or damage arising from unauthorized use of your account.

  1. User rights and responsibilities

4.1 In using the Services, you agree to use the Services only in accordance with these Terms and applicable laws.

4.2 Users will be solely responsible for the use of the Services provided by Zeroinontalent and RareCV under their account, which is made available to Users to access and use the Services.

4.3 You shall not: (a) duplicate any portion of the Services, or any documentation (except for your internal use); (b) modify, translate, decompile, reverse engineer, disassemble, adapt the Services, or attempt to derive the source code of the software offered through the Services; (c) use the Services, or allow the transfer, transmission, export, or re-export of the Services or portion thereof in violation of any applicable law, regulation or rule; (d) develop any software or service that is derived from the Services and materially similar in function to or competes with the Services; (e) bypass, hack or breach any security device or protection used by the Services or access or use the Services, with or without automated means (such as scrape, crawl or spider); (f) remove, modify or obscure any identification or proprietary or restrictive rights markings or notices from the Services or any component thereto; (g) input, upload, transmit, or otherwise provide to or through the Services, any information or materials that are unlawful or injurious, including the distribution or publication of information that is in violation of applicable law, contrary to public order or public morality, or contain, transmit, or activate any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code; or (h) aid or assist any third parties in doing any of the above.

4.4 You will not lease, (re)sell, (sub)license, assign, distribute, publish, transfer, or otherwise make available any Services to third parties, unless explicitly permitted under the Agreement.

4.5 The Services are intended for use by individuals who are at least sixteen (16) years old. If Zeroinontalent and RareCV are used for career counseling, specific authorization will be obtained from the parents.

4.6 If you or any of the User or any other person authorized using the Services through your account violates the above restrictions or threatens to violate them, Zeroinontalent and RareCV is entitled to intervene, without prior consultation, to terminate the violation or intervene to prevent any imminent danger, for example by disabling the account of the relevant User or your access to the Services. You will be liable for any damage caused by your use of the Services through your account in violation of these restrictions. Zeroinontalent and RareCV are at all times entitled to report criminal offenses to the relevant authorities, directly related to your violation of the restrictions that it has discovered, and shall have no liability for any damage to you that may result from such reports.

  1. Account suspension

5.1 We shall have the right to remove any inappropriate content from the Services, limit, suspend Users access to their account and the Services with immediate effect and without prior notice in the event that, in our reasonable determination if: (a) Users use the Services is for any unlawful, unauthorized or fraudulent purpose; (b) Users are in material breach of any provision of the Agreement; (c) Users use of the Services is materially adversely threatening the security, availability or integrity of the Services or our ability to provide service to other customers; (d) applicable laws or regulations do not permit our provision or your use of the Services; (e) the account information you have provided is incorrect or incomplete; or (f) Users are in breach of their payment obligations under the Agreement.

5.2 If we suspend a User’s account or use of the Services because of User’s actions or omissions pursuant to this Section 5 or Section 8 (Fees and Payment Terms), Zeroinontalent and RareCV does not have any liability for damages or losses, or any other consequences that User’s may incur as a result. Users will remain responsible for payment of contractual fees during any suspension.

  1. Maintenance and Downtime, Modifications

6.1 The Services may occasionally become unavailable due to (a) the performance of scheduled or unscheduled maintenance, modifications, or upgrades; (b) hardware failures or failures of third-party providers; (c) to mitigate or prevent the effects of any threat or attack on the Services or any other network or systems on which the Services rely; or (d) as necessary for legal or regulatory reasons. We will make reasonable efforts to communicate any scheduled service outages to you in advance.

6.2 Unless stipulated explicitly in the SLA, Zeroinontalent and RareCV are not liable for any damages, losses, or any other consequences incurred due to the unavailability of Services or the failure to provide notice of unavailability.

6.3 We reserve the right to modify the features and operations of the Services from time to time and will make reasonable efforts to notify you of such changes. We agree that such changes to the Service will not materially diminish its overall features or functionality. Users continued use of the Services following the posting or notice of the changes will constitute users’ acceptance of such changes. If you disagree with such changes, you must stop using the Services immediately. We will notify users in line with Section 15 (Amendments) if applicable legislation requires Zeroinontalent and RareCV to provide users with specific notice of any such change.

  1. Free Plan and Beta Products

7.1 We may invite users to test out new or additional products or features of our Services that are not generally available to all customers (“Beta Products”) or use our Services free of charge (“Free Plan Products”).

7.2 If you have access to Free Plan Products, we will make the Services available to you on a trial basis, free of charge, until the earlier of (a) the end of the free trial period, or (b) the start date of any purchased Service subscriptions ordered by you for such Services.

7.3 Beta Products and Free Plan Products are provided “AS IS” without warranty of any kind, whether express, implied, statutory, or otherwise. Zeroinontalent and RareCV specifically disclaims all implied warranties of merchantability, noninfringement, and fitness for a particular purpose in relation to Beta Products and Free Plan Products.

  1. Fees and Payment Terms

8.1 Unless agreed otherwise in writing by the Parties in the Order Form or Proposal and Confirmation, users shall pay Zeroinontalent and RareCV all fees in accordance with the applicable subscription plan as published on the Zeroinontalent and RareCV Websites (the "Fees"). If a Proposal Form is shared and the user starts using the platform and paying the fees, as an individual or a company, it shall be deemed that the proposal has been accepted. Similarly, if a subscription term expires and the User continues to use the services, it constitutes acceptance of and payment for the subscription fees, and it will be deemed that the renewal has been accepted. Your continued use of the Service constitutes your acceptance and agreement to pay the Fees.

8.2 Subscription plans have a standard duration of either twelve (12) months, unless explicitly agreed upon otherwise, and are paid in advance annually or monthly, depending on your selection, for either annual or monthly payment.

8.3 All payment obligations are non-cancelable, and Fees and taxes, once paid, are non-refundable. Except as otherwise outlined and subject to Section 8.10 (payment disputes), you will pay the Fees due under these Terms in accordance with the following applicable payment method: (a) if you elect to remit the Fees using a credit card, you represent and warrant that you are authorized to use that credit card, that any and all Fees may be billed to that credit card, and that payment of such Fees will not be declined; or (b) if you elect to receive invoices and Zeroinontalent and RareCV approves you for the same, invoices will be sent to you at the frequency outlined in the contract and you will pay the Fees due within fifteen (15) days of the date of the invoice.

8.4 If you have selected payment by credit card with monthly installments, your credit card will be charged monthly. If your credit card cannot be charged, Zeroinontalent and RareCV will notify you, and you will need to update your payment information. In the event you do not update your payment information within twenty (20) days of Zeroinontalent and RareCV notice, your access to the Service may be suspended, and you will need to update your card information to resume use of the Services. There will be no refunds or credits for partial months of service.

8.5 You shall provide Zeroinontalent and RareCV with accurate and complete billing information, including full name, address, state, pin/zip code, country, telephone number, and a valid GST/VAT or applicable tax registration number and notify us of any changes to such information. By submitting the payment information, you automatically authorize Zeroinontalent and RareCV to charge all Fees incurred through your account to any such selected payment instruments.

8.6 Your use of the Services is subject to the prices that have been agreed upon. Zeroinontalent and RareCV are entitled to verify at any time whether you have submitted the correct information regarding the selected subscription plan. If, in Zeroinontalent and RareCV reasonable opinion, it appears you have submitted incorrect information based on which you have selected a subscription plan, Zeroinontalent and RareCV reserve the right, without prior consultation and at its sole discretion, to disable your access to the Services or terminate your account with immediate effect and modify your subscription plan in discussions with you and your acceptance. Any additional or increased Fees in connection with changes to subscription plans will be due in accordance with Section 8 (Fees and Payment Terms) of these Terms and will be billed in accordance with the new agreement.

8.7 All Fees and other amounts payable by you under the Agreement are exclusive of taxes, duties, levies, as well as any other costs, including transaction costs or bank transfer fees. Without limiting the foregoing, you are responsible for all sales, use, VAT/GST and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by you hereunder, other than any corporate income taxes imposed on Zeroinontalent and RareCV profit and or income.

8.8 Zeroinontalent and RareCV are entitled to invoice you if, for any reason, the appropriate taxing authorities determine that you are not exempt from any taxes and Zeroinontalent and RareCV are required to pay such taxes. Any applicable penalties or interest that might be imposed will be added to such invoices. The Fees shall in no event be decreased by any taxes and/or fees of any nature owed by you in connection with your purchase of the Services.

8.9 If you fail to make any payment when due, then, in addition to all other remedies that may be available (a) Zeroinontalent and RareCV may charge interest a permitted under applicable law; (b) You shall reimburse us for all costs incurred by Zeroinontalent and RareCV in collecting any late payments or interest; and (c) If such failure continues for more than thirty (30) days following written notice thereof, we may suspend the Services until all past due amounts, and interest thereon, have been paid, without incurring any obligation or liability to you or any other person because of such suspension.

8.10 If you do not agree with any invoice for Fees, you must notify Zeroinontalent and RareCV in writing within ten (10) days of the date of the respective invoice; failure to do so shall result in acceptance of the invoice and forfeiture of your right to dispute the invoice. All undisputed fees remain due according to schedule.

8.11 You shall pay all amounts payable to Zeroinontalent and RareCV under the Agreement in full without any counterclaim, deduction, debit, or withholding for any reason.

8.12 We are entitled to increase the Fees annually after the Initial Term for any renewal term, provided that a notice period of thirty (30) days is given before the increase takes effect. If you do not agree to any change in the Fees, you are entitled to terminate the Agreement before the start of the Renewal Term. Your continued use of the Service after the Fees have been modified constitutes your acceptance and agreement to pay the updated Fees.

  1. Intellectual Property and Data

9.1 You acknowledge and agree that Zeroinontalent and RareCV own and retain all title and rights, including all intellectual property rights, in and to (a) the Platforms, the Services, Beta Products, the Documentation, the software, including any related software application and/or component thereof, or to any associated materials or intellectual property, or in or to any enhancements, modifications, updates, or improvements of any of the foregoing, and all other materials created by us or provided by us to you as part of the Services under the Agreement, and (b) all operational and performance data related to your use of the Service and Beta Products, however excluding Customer Data (“Zeroinontalent and RareCV Data”).

9.2 The Agreement does not grant to Customer any title or right of ownership in or to the Platform, the Services, or any related software application or component thereof, or to any materials or intellectual property.

9.3 You are prohibited from modifying, translating, decompiling, reverse engineering, disassembling, adapting the Services and the associated intellectual property rights, or attempting to or abstract the source code from the software underlying the Platform, the Services, the software, or the applications in any other way. You shall not remove or alter any of Zeroinontalent and RareCV proprietary or copyright notices, trademarks, or logos contained in the Services.

9.4 Any data that originates with a Candidate or that is directly provided by a Candidate via the use of the Platform or by a Candidate having created an account with Zeroinontalent and RareCV, including but not limited to the output of an individual Candidate generated by the Platform, and communications with and video recordings of Candidates (“Candidate Data”) shall be the exclusive property of the Candidate. This includes any personal data provided by the Candidate using the Platform or when creating an account with Zeroinontalent and RareCV.

9.5 Zeroinontalent and RareCV hereby grant to you, and you accept, a limited-term, personal, non-exclusive, non-sublicensable, non-transferable, non-assignable license to access and use Zeroinontalent and RareCV Data, including results derived from Candidate Data, solely for your own use of the Services in accordance with the Agreement.

9.6 All data or input, including personal data of your candidates that you submit, share, store or otherwise provide to Zeroinontalent and RareCV as part of your use of the Services, as well as data and materials generated by you via your use of the Services with such data under the Agreement (which shall include your analyzing, screening, assessing, scoring, rating, asserting, evaluation or otherwise qualifying the output of an individual Candidate generated by the Platform, hiring outcomes, as well as communications directly between you and Candidate) shall remain, as between Customer and Zeroinontalent and RareCV, the exclusive property of Customer (collectively, “Customer Data”). You will retain ownership of your Customer Data (subject to the licenses below and any third-party rights therein). Candidate Data is explicitly excluded from Customer Data.

9.7 You grant us and our Affiliates as well as any sub-processors authorized by you to provide Services under these Terms, the right to collect, use, and process User Data only to the extent necessary to provide the Services, and in each case to enable Zeroinontalent and RareCV to operate or improve the Services, in accordance with the Terms and the Data Processing Agreement. The terms of the Data Processing Agreement are incorporated into these Terms as an Annex. Your agreement to these Terms also constitutes your agreement to the Data Processing Agreement.

  1. Representations, Warranties, and Disclaimer

10.1 Each Party shall always comply with all applicable laws, rules, and regulations in the performance of the Agreement.

10.2 Each Party represents and warrants that it has been duly authorized to enter into the Agreement, and it is entitled to perform its obligations.

10.3 Customer represents and warrants to have obtained all the required permissions or consents to provide Customer Data to Zeroinontalent and RareCV for use and disclosure in accordance with the Agreement.

10.4 Customer represents and warrants (a) to use the Services only for lawful purposes and in a manner consistent with these Terms; and (b) not to use the Services for any jobs which are unlawful, unsafe, offensive, discriminatory, or inappropriate; and (c) not to use the Services to solicit information from candidates that could be used to discriminate against them.

10.5 Zeroinontalent and RareCV warrants that: (a) it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under the Agreement; and (b) it will cooperate with Customer in all matters relating to the Services. You will provide prompt written notice of any non-conformity. As Customer’s sole and exclusive remedy and Zeroinontalent and RareCV entire liability for any breach of our warranties, Zeroinontalent and RareCV will at our sole discretion either (a) use reasonable efforts to fix, provide a workaround, or otherwise correct the defect or, if Zeroinontalent and RareCV is unable to do so, (b) refund the Fees paid for such allegedly defective Services for the period commencing from the receipt of your default notice for the remainder of the time period during which the material failure affected the Services.

10.6 Zeroinontalent and RareCV warrants that it has obtained the consent of each Candidate to provide the Candidate Data (including the Candidate's personal data) for the purpose of recruitment activities. Zeroinontalent and RareCV will request that the Candidate consent to their personal data being kept for the period they retain their membership on the platform or inform the Candidate that they may withdraw such consent at any time.

10.7 Except for the warranties expressly provided by us in Section 10.1, 10.5, and 10.6, Customer expressly acknowledges and agrees that, to the extent permitted by applicable law, the Services are provided “as is” with all faults and without warranty of any kind, and Zeroinontalent and RareCV hereby disclaims all warranties and conditions with respect to the Services, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, or accuracy.

  1. Indemnification

11.1 We will defend, indemnify, and hold Users and Customers harmless against damages, fines, penalties, settlement amounts pre-approved by us, costs, expenses, taxes, and other liabilities (including reasonable attorneys’ fees) pre-approved by us that is incurred or awarded against you in connection with any third-party claim, action, demand, suit, or proceeding made or brought against you - users and customers - that your use of the Services in accordance with the Agreement infringes copyright, registered trademark, issued patent, or other intellectual property right of such third party ("Infringement Claim"), on written demand. We reserve the right to either (a) alter the Services to make them non-infringing or (b) terminate the infringing Services and refund you any Fees in the event of an Infringement Claim.

11.2 Users and Customer will defend, indemnify, and hold Zeroinontalent and RareCV harmless against all damages, fines, penalties, costs, expenses, taxes, and other liabilities (including reasonable attorneys’ fees) incurred or awarded against Zeroinontalent and RareCV, our Affiliates, officers, directors, and personnel in connection with any claim by an unaffiliated third party alleging or arising out of your (a) breach of your obligations under the Agreement; (b) failure to obtain any appropriate license or other permissions, regulatory certifications, or approvals associated with technology or data provided by Customer to us including Customer Data; (c) failure to comply with your obligations in violation of any applicable law, including data privacy laws; (d) infringement or misappropriation of intellectual property rights of third parties; and (e) breach of confidentiality.

11.3 The obligation to provide indemnification under the Agreement shall be contingent upon the party seeking indemnification (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought, (ii) allowing the indemnifying party to control the defense and settlement of such claim, provided however that the indemnifying party agrees not to enter into any settlement or compromise of any claim or action in a manner that admits fault or imposes any restrictions or obligations on an indemnified party without that indemnified party’s prior written consent which will not be unreasonably withheld, and (iii) cooperating fully with the indemnifying party in connection with such defense and settlement.

11.4 This Section 11 (Indemnification) states the sole liability of the indemnifying Party to, and the exclusive remedy of the indemnified Party against, the other Party for any third-party claims.

  1. Limitation of Liability

12.1 To the greatest extent permitted by applicable law, each Party’s total accumulated liability to the other or any third party for any direct loss, damages, costs, or expenses, whether in strict liability, negligence, contract, or otherwise relating to this Agreement, shall be limited to the aggregate fees paid or payable by Customer to Zeroinontalent and RareCV during the twelve-month period prior to the occurrence of the initial event giving rise to a claim.

12.2 Neither Party shall be liable to the other for any consequential damages, including but not limited to loss, lost sales or lost profits, loss of jobs, inability to get a job, inability to understand assessments and make practical use of the feedback, consequential, incidental, special, punitive and/or contingent damages whatsoever (whether in contract, tort (including negligence), strict liability, warranty or otherwise), even if such party knew or should have known of the possibility of such damages.

12.3 Zeroinontalent and RareCV shall not be liable for any damages or losses resulting from or relating to misrepresentation or fraud by any user, company, or candidate using the platform. In addition, Zeroinontalent and RareCV shall not be liable for any damages or losses resulting from or arising out of (a) your use of the Services in violation of the Agreement, (b) Beta Products and Free Plan Products, and (c) destruction or loss of data or documents (including user and Customer Data) resulting from the use of the Services.

12.4 The limitations of liability contained in this Section explicitly do not apply to: (a) Customer’s breach of Section 4 (User Rights and Responsibilities); (b) Customer’s breach of Section 8 (Fees and Payment Terms); (c) the indemnification obligations in Section 11 (Indemnification); or (d) in case of gross negligence or willful misconduct of a Party.

  1. Confidentiality

13.1 In connection with this Agreement, each Party may have access to or be exposed to information of the other Party that is not generally known to the public, such as software, performance, Profile content, Interview questions, scoring, evaluation and Customer ratings of Candidates and Customer employees, Candidate lists, product plans, pricing, marketing and sales information, “know-how,” or trade secrets, which may be designated as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential, including Customer Data (collectively, “Confidential Information”).

13.2 Confidential Information may not be shared with third parties unless approved by the User, shared by the user themselves, and such disclosure is to the receiving Party’s personnel, including employees, agents, and authorized subcontractors, on a “need-to-know” basis in connection with this Agreement, so long as such personnel have agreed in writing to treat such Confidential Information under terms at least as restrictive as those herein. Each Party agrees to take the necessary precautions to maintain the confidentiality of the other Party’s Confidential Information by using at least the same degree of care as such a Party employs with respect to its Confidential Information of a similar nature, but in no case less than a reasonable standard of care to maintain confidentiality.

13.3 The foregoing shall not apply to information that: (a) was known by the receiving party prior to its receipt from the disclosing party or is or becomes public knowledge through no fault of the receiving party; or (b) is rightfully received by the receiving party from a third party without a duty of confidentiality; or is shared by the user using the tools of the platform. If a court or government agency requires a receiving party to disclose Confidential Information, the receiving party shall provide reasonable advance notice to the disclosing party before making such a disclosure to enable the disclosing party to seek an appropriate protective order or other such remedy.

  1. Term and termination

14.1 The Agreement, including these Terms, commences on the date when accepted and will continue until Services used by the Customer on the Website have expired or have been terminated in accordance with these Terms.

14.2 The initial subscription term (“Initial Term”) commences from the moment the Services are activated through the Website.

14.3 Unless otherwise provided on the Website, your subscription will automatically renew for additional successive periods of equal duration to the Initial Term (each, a “Renewal Term”, and together with the Initial Term, the “Term”) unless you or Zeroinontalent and RareCV cancel the renewal. If you do not agree to the renewal, you are entitled to terminate the Agreement either through the Website or by contacting Zeroinontalent and RareCV twenty (20) days before the last day of the Term. Your continued use of the Services constitutes your acceptance and agreement to the Renewal Term. Termination of the Agreement during the Term is not possible unless in accordance with this Section 14.

14.4 The applicable fee for any Renewal Term will be determined using the then-current list price based on the applicable subscription plan on the Website for such renewed Services unless Zeroinontalent and RareCV confirm a different renewal pricing.

14.5 Either Party may terminate the Agreement (in whole or in part) by providing the other Party with not less than thirty (30) days' prior written notice in the event the other Party materially breaches any provision of this Agreement. If the breaching Party fails to cure the material breach within a ten (10) day period following the notice of default, the non-breaching Party may terminate this Agreement effective at the end of the ten (10) day period, notwithstanding any other provision in this Agreement. In the event of a material breach by the Customer, Zeroinontalent and RareCV may, in addition to termination, suspend the provision of certain Services, close the Customer's accounts, and/or prohibit the Customer from creating any new accounts.

14.6 In no event will termination of the Agreement relieve the Customer of any payment obligation for Fees payable prior to the effective date of termination.

14.7 Either Party may terminate this Agreement by written notice with immediate effect in the event the other Party becomes insolvent or generally unable to pay its debts as they become due or makes an assignment for the benefit of its creditors or seeks relief under any bankruptcy, insolvency, or liquidation proceedings.

14.8 In the event of any expiration or termination of the Agreement: (a) Zeroinontalent and RareCV will invoice Customer for any accrued but unbilled amounts, and Customer shall promptly pay any then outstanding and unpaid amounts including any accrued but unbilled amounts owed under the Agreement; (b) Customer shall immediately cease all use of the Services and return or purge any and all components thereof, including returning or destroying or causing to be destroyed any and all copies of the Documentation, notes and other materials comprising or regarding the Services, any Candidate Data copied, stored or otherwise transferred to Customers’ systems as well as any Zeroinontalent and RareCV Data and Confidential Information; (c) Zeroinontalent and RareCV will suspend access to the Services and Customer shall no longer have access to Zeroinontalent and RareCV platform including its historical data; and (d) Zeroinontalent and RareCV delete to Customer all Customer Data, all Customer Confidential Information and any other material, equipment or information that is proprietary to Customer within thirty (30) days after the effective date of expiration or termination, unless it is required to store such data longer as required by applicable law or as required to prosecute or defend a legal claim, in which case such information will only be retained for as long as required to resolve the claim.

14.9 The following sections and paragraphs shall survive the expiration or termination of the Agreement under this Section 14 (Term and Termination): Section 8 (Fees and Payment Terms), Section 9 (Intellectual Property and Data), Section 13 (Confidentiality); Section 10.7 (Disclaimer), Section 11 (Indemnification), Section 12 (Limitation of Liability), Section 16 (Miscellaneous) as well as the Data Processing Agreement.

  1. Amendments

15.1 Zeroinontalent and RareCV are entitled to amend these Terms from time to time. We will use reasonable efforts to notify you of any material changes by posting an announcement on the Website or by email. To the greatest extent permitted by applicable law, the new Terms will take immediate effect, and your continued use of the Services following our posting or notice of the changes will constitute your acceptance of the updated Terms.

15.2 If we are required by applicable law to give additional notice, changes will automatically take effect regarding your use of the relevant Services upon expiry of such notice period (unless you terminate during that period) or upon your earlier acceptance of such changes. If you have the right under applicable law to terminate this Agreement upon receipt of such notice, you will not be charged a fee for early termination where you exercise that right under applicable law, but any fees previously paid by you are non-refundable, and any fees owing continue to remain due and payable.

  1. Miscellaneous

16.1 Talent Community. As part of your use of the Services, you grant us the right to contact candidates and propose that they consider joining a Zeroinontalent and RareCV talent community. Candidates will not become visible to others hiring or recruiting customers using the Talent Community. If you have hired a User, they will not be contacted by Zeroinontalent and RareCV to propose services for career advancement opportunities.

16.2 Independent Contractors. The Parties are independent contractors. This Agreement shall not create or impose an association, trust, partnership, joint venture, or other entity or similar legal relationship between Zeroinontalent, RareCV, and the Customer. Neither Party will have any rights, power, or authority to act or create an obligation, express or implied, on behalf of another party except as specified in the Agreement.

16.3 Force Majeure. Neither Party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under the Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, epidemic or pandemic, or the intervention of any governmental authority (a “Force Majeure”). In such an event, however, the delayed Party must promptly provide the other Party with written notice of the Force Majeure. The delayed Party’s time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure event lasts longer than ninety (90) days, then the other Party may immediately terminate, without any liability, in whole or in part, the Agreement by giving written notice to the delayed Party.

16.4 Transferability and subcontracting. Neither all nor any part of Customer’s rights or obligations under this Agreement are assignable or transferable by Customer, whether directly or indirectly, without the prior written consent of Zeroinontalent and RareCV, and any attempt to do so shall be void, except in case of merger, acquisition or sale of majority of assets. Zeroinontalent and RareCV has the right to freely assign all or part of its rights and obligations under the Agreement. Subject to the foregoing, the Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

16.5 Entire Agreement. The Agreement constitutes the entire agreement between you and us regarding its subject matter and supersedes all prior oral and written understandings, communications, or agreements. General terms and conditions of the Customer are not applicable and expressly excluded.

16.6 Severability. If any provision of the Agreement should be found to be void or unenforceable, such provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of the Agreement will remain in full force and will not be terminated.

16.7 Notices. Any notice, request, demand, or other communication to be provided under this Agreement shall be in writing and shall be sent by the email addresses provided by each Party, or at such other address as a Party may designate by written notice to the other Party.

16.8 Headings. The section headings in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of the Agreement.

16.9 Publicity. You grant us the right to use your name, logo, and a description of your use case to refer to you on our website, customer lists, or marketing or promotional materials, subject to your standard trademark usage guidelines expressly provided to us.

16.10 Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each Party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

  1. Governing law

17.1 The Agreement, including these Terms, shall be governed by the laws of the Republic of India.

17.2 The Parties agree that any dispute arising out of or relating to the Agreement shall be brought exclusively in the courts in Bhopal, Madhya Pradesh, India.