TERMS OF USE

"Affiliate" shall have the same meaning as the Principal Agreement between you and CodeChef.

"Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.

"Platform" means the SaaS-based platform operated by CodeChef located at https://jobboard.codechef.com/, and any sub-domains thereof as designated by CodeChef from time to time.

"Service(s)" shall have the same meaning as the Principal Agreement between you and CodeChef.

"CodeChef" means Coding Chef Private Limited, having its registered office at MNR Pride, No 14, 4th Floor, Domlur Service Road, old airport road, Domlur Layout, Domlur, Bangalore, Bangalore North, Karnataka, India, 560071.

Customer shall use the Services in accordance with these Terms and is solely responsible for the use of the Services and its internal recruitment process.

Customer is responsible for all users accessing the Services through its account.

Customer is solely responsible for the use of the Services in compliance with all applicable laws, including data protection, consumer protection, employment, equality and anti-discrimination laws. Customer is also responsible for ensuring that Customer screening questionnaires comply with such applicable laws and do not contain any material that is defamatory, harassing or otherwise unlawful.

License granted to you: Subject to these Terms, we grant to you a worldwide, non-exclusive, non-transferable, terminable license to use the Platform for availing our services.

Your personal data: To the extent applicable, as and when you provide us any data or information including your personal data for the purposes of using the Platform and services, then you grant us and our third party service providers, a worldwide, non-exclusive, royalty-free license, to use such data and information for the sole purpose of providing the service to you in accordance with these Terms and our Privacy Policy.

All of the information concerning CodeChef on this Platform is the copyright of CodeChef. All trademarks, logos, software or any other or any other of its Intellectual Property Rights concerning the Platform and the Services are the exclusive property of CodeChef. You may not download, copy or print any of the pages of the Platform except for your own personal use, and provided you keep intact all copyright and proprietary notices. No copying or distribution for any business or commercial use is allowed. No framing, harvesting, "scraping" or other manipulation of the content of the Platform is permitted. You will not attempt to decipher, disassemble, reverse engineer or modify any of the software, coding or information underlying the Platform; nor will you post to the Platform any material which infringes any Intellectual Property Rights of any third party.

Except as otherwise provided under these Terms, Customers shall retain all Intellectual Property Rights over the information concerning Customers on this Platform.

CodeChef may use or share with its Customers any candidate information, including CVs, videos, names, phone numbers, and any other information shared by the candidates with CodeChef, by themselves.

CodeChef reserves the right to verify the Customer information, including the company size, amongst others, based on publicly available information, and usage of the Platform or Services, and take actions, including suspending, terminating, or upgrading the Customer's Services, if any Customer information is inaccurate. Customers acknowledge and agree that they must (a) use their corporate email address; (b) comply with directions regarding account access levels as per the Principal Agreement; and (c) not share Customer accounts.

Customer must keep login credentials secure and immediately notify CodeChef of any unauthorised access. Customer is solely responsible and liable for any breaches of these Terms arising out of the use of their logins to access the Services, whether such use is authorised by the Customer or not.

No guarantee of candidate suitability: We help Customers discover, engage, and manage candidates through our Platform and Services. However, we do not guarantee the suitability, performance, conduct, or availability of any candidate at any stage of the process. Customers are solely responsible for making their hiring decisions and conducting any additional background checks, assessments, or evaluations they consider necessary.

Accuracy of information: Candidate profiles, availability, documents, and other data shared on the Platform are based on information provided by the candidate or third parties. While we may apply internal screening and quality checks, we do not independently verify all data. We do not guarantee that any information displayed is complete, accurate, or up to date.

Communications via third-party platforms: We may use third-party tools such as WhatsApp and email to send messages, updates, and reminders to Customers and candidates. We are not responsible for delays, failures, or errors in delivery due to issues with these platforms. Customers acknowledge and accept the risks of relying on third-party communication tools.

Platform access and technical issues: We aim to provide reliable access to the Platform. However, we may need to suspend, restrict, or modify access for maintenance, upgrades, or technical reasons. We are not liable for any loss, disruption, or delay resulting from downtime, bugs, or technical problems, including data loss or unavailability.

Customer Inputs and Dependencies: Certain features of our Platform features depend on timely and accurate inputs from the Customer (such as interview availability, job postings, and application updates). We are not responsible for any delays or issues arising from incomplete, incorrect, or delayed inputs by the Customer or their team members.

Candidate engagement and drop-offs: While we communicate with candidates on behalf of Customers (including sharing job details and coordinating interviews), we do not guarantee that candidates will respond, attend interviews, or accept offers. Candidate interest and engagement may vary and is outside our control.

CodeChef warrants that the Services and the Platform will substantially conform to the functionality set forth herein.

Customer personal data warranty: By importing, storing, or processing your personal data, you affirm, represent, and warrant that:

• you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize CodeChef and users of the Services and the Platform to use and distribute your personal data as necessary to exercise the licenses granted by you in these Terms; and
• your personal data and the use thereof as contemplated herein, does not and will not infringe, violate, or misappropriate any third-party right, including any Intellectual Property Rights, privacy, publicity rights.

Unless otherwise agreed in any written agreement signed between you and CodeChef, the following terms apply:

These Terms will remain in effect (a) for as long as you have an active subscription for the Services or (b) if you elect to use the Services for a free trial period, and do not purchase a subscription before the end of such period, until the end of the free trial period.

Start date and renewal: Subscriptions purchased by you commence on the start date specified when you complete the initial payment process and continue until terminated. If you add an additional subscription for a new service at a later date, the new service will commence on the start date specified at the time you add the new service and continue until terminated. Subscriptions automatically renew. If you would like a separate instance of the Service for an Affiliate, that Affiliate must purchase its own subscription to the Service and separately accept these Terms.

Termination for cause: A party may terminate these Terms for cause: (i) upon thirty (30) days written notice to the other party of a material breach if such breach is not remedied at the expiration of such period, or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Notwithstanding the foregoing, CodeChef reserves the right to immediately suspend or terminate your use of the Services or access to the Platform, without notice in instances where such continued use would violate applicable laws or have a material adverse effect on CodeChef.

Termination for convenience: You may terminate these Terms at any time, for no reason or without cause, upon thirty (30) days prior written notice to CodeChef.

Effect of expiration or termination: Upon expiration or earlier termination of these Terms, Customer shall immediately discontinue use of the Services and/or access to the Platform. No expiration or termination will affect Customer's obligation to pay all fees that have become due before the effective date of such expiration or termination, or entitle Customer to any refund, except that Customer will be entitled to a refund of unused fees as of the date of termination to the extent that termination is caused by a material breach of the Terms by CodeChef.

Survival: Any terms and conditions of these Terms that by their nature or otherwise reasonably should survive termination, cancellation or other expiry of these Terms shall survive any termination, cancellation or other expiry of these Terms.

DISCLAIMER FOR INDIRECT DAMAGES: EXCEPT WITH RESPECT TO BREACHES OF SECTION 4 (ACCEPTABLE USE) OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

LIABILITY CAP: IN NO EVENT WILL CODECHEF OR ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES, BE LIABLE TO THE CUSTOMER FOR ANY REASON, WHETHER IN CONTRACT OR IN TORT, FOR ANY CLAIMS, SUITS, LIABILITY OR DAMAGES ARISING OUT OF OR BASED UPON THESE TERMS, IN THE AGGREGATE, EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO CODECHEF UNDER THESE TERMS IN THE THREE (3) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT.

Limitation of claims: Any claim or cause of action arising out of or related to use of the Services, Platform, or to these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever waived.

Data privacy: Please read our Privacy Policy carefully for information relating to our collection, use, and disclosure of your personal data. The Privacy Policy is hereby incorporated by reference into, and made a part of, these Terms.

Entire agreement: These Terms constitute the entire understanding of the parties with respect to the Service and supersedes all previous agreements, statements and understandings from or between the parties regarding the subject matter of these Terms. These Terms also supersedes any conflicting language contained in any applicable past or future purchase order regarding the subject matter of these Terms.

Metadata: We may collect aggregate data about your use of the Services and/or the Platform that is non-personally identifiable with respect to you ("Aggregated Anonymous Data"), and may use and disclose the Aggregated Anonymous Data for the purpose of enhancing the services or the Platform and otherwise for any internal business purpose.

Promotional activities: You agree to participate in CodeChef's promotional and marketing activities (like case study, whitepaper, webinars, etc) featuring your use of the Platform. You will provide quotes or other materials and undertake or participate in such other activities, as requested by us, for this purpose. You grant us the right to use the materials (like quotes, webinar recordings, etc) and your name, photo, testimonials videos to identify you as a user of our Platform or Services on our website, in such promotional or marketing activities, including in case studies, in press articles, and in other materials.

No Waiver: The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

Headings: Use of paragraph headers in the Terms is for convenience only and shall not have any impact on the interpretation of particular provisions.

Severability: If any provision of these Terms is declared invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability, the remainder of the agreement will remain valid and enforceable to the fullest extent permitted.

Notices: Any notices provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting a notification on the Platform. For notices by e-mail, the date of receipt will be the date on which such notice is transmitted.

Publicity: CodeChef may use Customer's name or logo to identify you as a Customer. Any further reference by CodeChef, including in CodeChef marketing materials requires the advance written permission of the Customer. Use of Customer's name and logo will be revocable at any time by Customer.

Force Majeure: Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes (except by its own employees), shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labour conditions, earthquakes and material shortages (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

Parties' relationship: Nothing in these Terms shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other's behalf without such other party's prior written consent and subject to any specific authority given herein.

Feedback: If you submit suggestions, ideas, comments, questions, or post any information through the Platform, the Services or any other medium ("Feedback"), you grant us a worldwide, non-exclusive, royalty-free, perpetual, and irrevocable right to use (and full right to sublicense), reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, and display such Feedback in any form.

Changes: We reserve the right to: (1) discontinue, impose limits on, or restrict access to any aspect of the services at any time, with or without cause or notice, including the availability of any features, delivery services, databases, or content, or (2) make changes to these Terms.

Equitable relief: Each party acknowledges that a breach by the other party of any confidentiality or proprietary rights provision of these Terms may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.