Terms of Service

1. General

These website Terms and Conditions apply to your use of the www.scriptifi.com website in conjunction with our Privacy Policy. By using this website, you agree to comply with these Terms and Conditions as they apply from time to time. If you do not agree, please do not use the website.

In terms of Information Technology Act, 2000, this document is an electronic record. Being generated by a computer system it does not require any physical or digital signatures.

This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of www.scriptifi.com

(a) The domain name Scriptifi.com (hereinafter referred to as “the Website”) is owned by Scriptifi (hereinafter referred to as the “Company”), a Private Limited Company incorporated under the Companies Act 2013 having its registered office at A-6/54, 2nd Floor, Balbinder Apartment, Paschim Vihar, New Delhi- 110063, India.

(b) For the purpose of these Terms of Use, wherever the context so requires "You" or "User" shall mean any natural or legal person who has agreed to become a service recipient on the Website and availing the Services available on the Website/ by providing Registration Data while registering on the Website. The site also providing it’s Services without registration does not absolve You of this contractual relationship. The term "We", "Us", "Our" or “Scriptifi” shall mean the Company. The headings of each section in this Agreement are only for the purpose of organizing the various provisions under this Agreement in an orderly manner. These headings shall not be used by either party to interpret the provisions contained with them in any manner. Further, the headings have no legal or contractual value.

(c) The use of this Website by You is solely governed by this policy and any policy so mentioned by terms of reference. Moving past the home page, or using any of the Services shall be taken to mean that You have read and agreed to be bound by all of the policies.

You will be subject to the rules, guidelines, policies, terms, and conditions applicable to any Service that is provided by this Site, and they shall be deemed to be incorporated into this Terms of Services and shall be considered as part and parcel of this Terms of Services.

(d) We hold the sole right to modify the Terms of Service without prior permission from You or informing You. The relationship creates on You a duty to periodically check the terms and stay updated on its requirements. If You continue to use the website following such a change, this is deemed as consent by You to the so amended policies. As long as You comply with these Terms of Services, We grant You a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website.

About Us

Scriptifi Private Limited is a platform that connects HR consultants, companies and other service providers and provides recruitment services to its clients. We use proprietary technology to enable smoother hiring via our platform www.scriptifi.com

2. Membership

Use of this Website is only available to those above the age of 18, barring those “Incompetent to Contract” which inter alia include insolvents, as described in the Indian Contract Act, 1872. If You are a minor and wish to use the Website, You may do so through Your legal guardian and the Website reserves the right to terminate Your account on knowledge of You being a minor and having registered on the Application or availing any of its Services.

3. Communications

You are required to provide Us with your e-mail, login/ password while placing your order for Services through this Website By using this Website it is deemed that you have consented to receiving calls, autodialed and/or pre-recorded message calls, from Us at any time with the use of the telephone that has been provided by you for the use of this website which are subject to the Privacy Policy. This includes contacting you through information received through other parties. The use of this Site is also your consent to receive SMSs from Us at any time we deem fit. This consent to be contacted is for purposes that include and are not limited to clarification calls and marketing and promotional calls. In case you wish to stop contact from Us for the same, you may send us a mail to the effect at support@scriptifi.com.

You may also be contacted by Service Providers with whom we have entered into a contract in furtherance of our rights, duties and obligations under this document and all other policies followed by Us. Such contact will be made only in pursuance of such objectives, and no other calls will be made.

The sharing of the information provided by You will be governed by the Privacy Policy and We will not give out such contact information of yours to third parties not connected with the Website in contravention to the terms of the Privacy Policy.

4.Website as an Intermediary Platform

Our Site and Service involves two distinct sets of users (together referred to as “Users”): (i) an "Employer", who creates positions on Scriptifi seeking candidates for employment (each, a "JobCast"); and (ii) a "Recruiter", who suggests and submits candidates to fill the JobCasts. All Employers and Recruiters are required to agree to the Terms. Based on the kind of User you are, certain additional terms will apply, annexed hereto in Annexure I for Employers and Annexure II for Recruiters ("Additional Terms"). Such Additional Terms are incorporated by reference herein as applicable. If there is any conflict between these Terms and the Additional Terms, the Additional Terms take precedence in relation to the Service. These Terms, and any applicable Additional Terms, are referred to herein as the "Terms."

The Website is a platform that Users utilize to meet and interact with one another for their transactions. We are not a party to such interaction and take no liability that arises from any such communication.

All communication which inter alia include the contract, its terms, rights and obligations are outcomes of the communication between the Recruiters and the Employers. We do not have any control over such information and play no determinative role in the finalization of the same and hence do not stand liable for the outcomes of such communication.

Subject to the above sub-clauses, in the event a contract exists between the Recruiters and the Employers and as such any breach of contract occurs; in that event, any claim arising from such breach is the subject matter of the relevant Recruiter and the Employer alone and We are in no way a party to such breach or involved in any suit arising from the same breach.

Further, We are not responsible if the Recruiter uses its exiting company resources to work on Our portal. By accepting the Terms, the Recruiter accepts that the onus is on it and not Scriptifi.

You acknowledge and agree that the Company merely provides a technology platform and is not responsible for hiring decisions. Each Employer makes and solely controls all decisions with respect to hiring or not hiring presented candidates.

5.Charges

The membership of this website is free of cost and this includes the browsing of the site. However, charges shall be applicable on the Services rendered by Us through our site. The relevant fees will be described and set forth in the Additional Terms based on the type of User or a separate service level agreement. Where applicable, You agree to provide the Company with complete and accurate billing and contact information. This information includes Your legal company name, street address, email address and name and telephone number of an authorized billing contact. You agree to update this information within thirty (30) days of any change to it. If the contact information You have provided is false or fraudulent, the Company may terminate your access to the Service in addition to any other legal remedies.

6.User Obligations

You are a restricted user of this website.

6.1 You are bound not to cut, copy, distribute, modify, recreate, reverse engineer, distribute, disseminate, post, publish or create derivative works from, transfer, or sell any information or software obtained from the website. With our prior permission limited use may be allowed. For the removal of doubt, it is clarified that unlimited or wholesale reproduction, copying of the content for commercial or non-commercial purposes and unwarranted modification of data and information within the content of the Website/ is not permitted.

6.2 You agree not to access (or attempt to access) the Website/ and/or the materials or Services by any means other than through the interface that is provided by the website/ The use of deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or Content, or in any way reproduce or circumvent the navigational structure or presentation of the Website materials or any Content, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Website is specifically prohibited. You acknowledge and agree that by accessing or using the Website or Services, You may be exposed to content from other users that You may consider offensive or otherwise objectionable. We disclaim all liabilities arising in relation to such offensive content on the Website Further, You may report such allegedly offensive content.

6.3 In places where this website allows you to post or upload data/information, You undertake to ensure that such material is not offensive and in accordance with applicable laws. Further, You undertake not to:

a) Abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of others;

b) Engage in any activity that interferes with or disrupts access to the Website or the Services (or the servers and networks which are connected to the Website);

c) Impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;

d) Publish, post, disseminate, any information which is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;

e) Post any file that infringes the copyright, patent or trademark of other legal entities.

f) Upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Website or another's computer;

g) Probe, scan or test the vulnerability of the Website or any network connected to the Website, or breach the security or authentication measures on the Website or any network connected to the Website. You may not reverse look-up, trace or seek to trace any information on any other user, of or visitor to, the Website, or any other customer of the website, including any website Account not owned by You, to its source; or exploit the Website or Service or information made available or offered by or through the Website, in any manner, whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided for by the Website.

h) Disrupt or interfere with the security of, or otherwise cause harm to, the Website, systems resources, accounts, passwords, servers or networks connected to or accessible through the Websites or any affiliated or linked sites;

i) Collect or store data about other users in connection with the prohibited conduct and activities set forth in this Section.

j) Use the Website or any material or Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of this website or other third parties;

k) Violate any code of conduct or other guidelines, which may be applicable for or to any particular Service;

l) Violate any applicable laws or regulations for the time being in force within or outside India;

m) Violate the Terms of Use including but not limited to any applicable Additional Terms of the Website contained herein or elsewhere;

n) Create liability for Us or cause Us to lose (in whole or in part) the services of Our internet service provider ("ISPs") or other suppliers;

You shall not engage in advertising to, or solicitation of, other Users of the Website to buy or sell any products or services, including, but not limited to, products or services related to that being displayed on the Website or related to us. You may not transmit any chain letters or unsolicited commercial or junk email to other Users via the Website. It shall be a violation of these Terms of Services to use any information obtained from the Website in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to another person without Our prior explicit consent. We can (and You hereby expressly authorize Us to) disclose any information about You to law enforcement or other government officials, as we, in Our sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury.

We have no obligation, to monitor the materials posted on the Website. We shall have the right to remove or edit any content that in its sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms of Use. Notwithstanding this right, you remain solely responsible for the content of the materials you post on the website and in your private messages. In no event shall We assume or have any responsibility or liability for any Content posted or for any claims, damages or losses resulting from use of Content and/or appearance of Content on the Website. You hereby represent and warrant that You have all necessary rights in and to all Content which You provide and all information it contains and that such Content shall not infringe any proprietary or other rights of third parties or contain any libellous, tortious, or otherwise unlawful information.

You must not attempt to gain unauthorized access to our website, the server on which our website is stored or any server, computer or database connected to our website. You must not attack our website via a denial-of-service attack or a distributed denial-of service attack.

You will be responsible for ensuring that all persons who access the Website through Your internet connection are aware of these terms, and that they comply with them.

By breaching this provision, You would commit an offence under the applicable law. The Company will report any such breach to the relevant law enforcement authorities and the Company will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use our site will cease immediately.

You, Your agents, or anyone acting on your behalf shall not offer, promise or provide any item of value, pay bribes or make improper payments to public officials directly or indirectly in order to obtain new business, retain existing business, and/or secure any improper advantage. Any accepted local practices to the contrary are inapplicable.

You are solely responsible for your interactions with other Users of the Service and any other parties with whom you interact through the Services; provided, however, that the Company reserves the right, but has no obligation, to intercede in such disputes. You agree that the Company will not be responsible for any liability incurred as the result of such interactions. The Company will have final determination as to the outcome of any dispute related to the Service. You will indemnify the Company from a claim by any third party (including any User) related to your breach of these Terms.

7.Signing Up

If a Recruiter uploads a CV, applies for a Jobcast, it must ensure that the details provided are accurate, up to date and complete.

When you sign up, you will be asked to create a password and a login. In order to prevent fraud, you must keep this password confidential and must not disclose it or share it with anyone. If you know or suspect that someone else knows your password, you should notify us immediately. We accept no liability for any unauthorised use.

By using this site, you are solely responsible for any and all occurrences, which includes maintaining up-to-date, correct, accurate and complete information on your account and uploading materials which do not breach or infringe the Intellectual Property Rights of any third party.

If the Company has reason to believe that there is likely to be a breach of security or misuse of our website, we may require you to change your password or we may suspend your account. We may suspend or cancel your account immediately at our reasonable discretion or if you breach any of your obligations under these Terms and Conditions or the Privacy Policy.

You can delete your account by sending in a request to support@scriptifi.com..

The suspension or cancellation of your account and your right to use the website shall not affect either party's statutory rights or liabilities.

8.Gather Information

We may gather information and statistics collectively about all visitors to this Site which may include the information supplied by you which will help us to understand our users thereby creating a better recruitment process. We will not disclose individual names or identifying information. All data will be in aggregate form only. We believe this information helps us determine what is most beneficial for our users and how we can continually improve our online Service. We may share this kind of aggregate data with selected third parties to assist with these purposes. Personal data is processed by us in accordance with our Privacy Policy.

9.Intellectual Property

All trademarks, trade names, logos, information and material text, graphics, user interfaces, visual interfaces, photographs, sounds, music and artwork (collectively, "Content"), available on this website are the property of Company and its licensors, if any. Any unauthorised reproduction is prohibited.

You may only access, use and print the information and material on this website for non-commercial or personal use provided that you keep intact all copyright and proprietary notices. You must not otherwise reproduce, adapt, store, transmit, print, display, commercialise, publish or create derivative works from any part of the content, format or design of this website. If you seek to reproduce or otherwise use the content in any way it is your responsibility to obtain approval from us for such use where necessary.

Any other Content, apart from the one owned by Us, is a third party user generated content and We have no control over such third party user generated content. Other than when provided for, the use of such Content and it being reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, Website/Mobile Application or other medium for publication or distribution or for any commercial enterprise, without Our express prior written consent is not allowed. The Content that You post will become Our property and You grant Us the worldwide, perpetual and transferable rights in such Content.

We shall be entitled to, consistent with Our Privacy Policy as adopted in accordance with applicable law, use the Content or any of its elements for any type of use forever, including but not limited to promotional and advertising purposes and in any media whether now known or hereafter devised, including the creation of derivative works that may include the Content You provide and are not entitled to any payment or other compensation for such use.

10.Data Provided by Us

From time to time, Our team may post comments or articles. These articles are the Intellectual Property of the Company and you are prohibited from posting, re-producing, publishing, changing, and editing such articles. In case that you have a problem with any article so posted, you may report the same via mail and we will look into it. We are under no obligation to remove such articles and the final decision lies with us.

Every effort is made to keep the website up and running smoothly. However, the Company takes no responsibility for, and will not be liable for, the website being temporarily unavailable or for any other technical issues beyond our control. We are not in any way liable to You, for any loss arising to you from activities that include but are not limited to our negligence, breach of contract, Intellectual Property and Trademark infringement, breach of laws, etc.

From time to time, our Website/ with have external links connected to other websites. We in no way endorse these websites/Mobile Applications. We are in no way liable for the information found on those websites/Mobile Applications. External websites/Mobile Applications may have their own policies and we in no way are responsible for any loss or damage cause by the same to you. You are advised to use your own discretion in the navigation and use of external sites.

11.Indemnification and Limitation of Liability

You agree to indemnify, defend and hold harmless this website/mobile application including but not limited to its affiliate vendors, agents and employees from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by us that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by you pursuant to these terms of use. Further, you agree to hold us harmless against any claims made by any third party due to, or arising out of, or in connection with, your use of the website/mobile application, any claim that your material caused damage to a third party, your violation of the terms of use, or your violation of any rights of another, including any intellectual property rights. In no event shall we, our officers, directors, employees, partners or suppliers be liable to you, or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, including those resulting from breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with your use of or access to the website/mobile application, services or materials. The limitations and exclusions in this section apply to the maximum extent permitted by applicable law.

12.Disclaimer of Warranties and Liabilities

You expressly understand and agree that, to the maximum extent permitted by applicable law: the website, services and other materials provided by this website/mobile application is on an “as is” basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. The information on this website is intended to provide a general guide only. The company makes no representation or warranty regarding the accuracy or completeness or adequacy of the website, any services provided through it or information it contains. Without limiting the foregoing, the company makes no warranty that

  • (I) your requirements will be met or that services provided will be uninterrupted, or in a timely manner;
  • (II) any errors or defects in the website/ mobile application, services or other materials will be corrected;
  • (III) the services offered through the website/mobile application shall match the description on the website.To the maximum extent permitted by applicable law, we will have no liability related to user content arising under intellectual property rights, libel, privacy, publicity, obscenity or other laws. The company also disclaims all liability with respect to the misuse, loss, modification or unavailability of any user content.

13.Compliance With Laws

Your use of the Website shall comply with all the applicable laws (including without limitation Foreign Exchange Management Act, 1999 and the rules made and notifications issued thereunder and the Exchange Control Manual as may be issued by Reserve Bank of India from time to time, Customs Act, Information and Technology Act, 2000 as amended by the Information Technology (Amendment) Act 2008, Prevention of Money Laundering Act, 2002 and the rules made there under, Foreign Contribution Regulation Act, 1976 and the rules made there under, Income Tax Act, 1961 and the rules made there under, Export Import Policy of government of India) applicable to them.

14.Dispute Resolution

The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the law, rules and regulations of India. The exclusive jurisdiction and venue for actions and disputes mentioned above shall be the courts located in New Delhi, and You hereby submit to the personal jurisdiction of such courts.

15.Contact Us

If You have any questions or any complaints with the Service provided by the Company or any information contained on the Website, you can write to us at support@scriptifi.com.

ANNEXURE I

ADDITIONAL TERMS APPLICABLE TO EMPLOYERS

1. Posting JobCasts and Using the Service.

All JobCasts must be for bona fide positions. The Employer will proactively, and on a timely basis, communicate the progress of a JobCast through the Site (e.g., when candidates are contacted, dispositioned, interviews are scheduled and completed, offers are made, etc.).

Employer may communicate directly with candidates who have been submitted and the Recruiters who have submitted such candidates, and may require candidates to submit applications through Employer’s Website provided that ownership of the candidate is still retained by the Company. Notwithstanding anything to the contrary in the Terms, Employers may use and disclose to service providers, agents, and vendors any Other User Content solely in connection with fulfilling a JobCast (including as part of background checks).

2. Employer Accounts.

Employer may create sub-accounts on the Website for one or more employees or other personnel authorized to use the Service on Employer's behalf ("Authorized User"). Employer will not permit any party to access and/or use the Service, other than the Authorized Users. Employer will ensure that each username and password issued to an Authorized User will be used only by that Authorized User. Employer alone is responsible for maintaining the confidentiality of all Authorized Users' login credentials and is solely responsible for all activities that occur under these usernames. Employer will ensure all Authorized Users agree to and comply with the Terms and Employer is solely responsible for any act or omission by such Authorized User.

3. Employer Fees

3.1 Fee Criteria.
If Employer or any of its affiliates hires a candidate submitted to their JobCast through the Site at any time within one hundred eighty (180) days of the date of the candidate's entry onto the Website (for the job in the JobCast or any other position), Employer will pay Scriptifi a percentage (as defined in a separate service level agreement) of the candidate's First Year Salary (the "Employer Placement Fee"), which is payable in full within thirty (30) days of the candidate's start date at the Employer.

3.2 First Year Salary. 
A candidate’s "First Year Salary" shall be defined as the candidate’s Total CTC (Cost to Company) for the first year.

3.3 Backdoor Hires.
Should Employer locate a candidate that was introduced to Employer through a JobCast and initiate communication without informing Scriptifi, which ultimately leads to the hire of the candidate within one hundred eighty (180) days of candidate's submission to the JobCast, Scriptifi will still be owed an Employer Placement Fee.

3.4 Circumvention of Workflow.
Should the candidate be introduced to the Employer's position through a JobCast and fail to confirm their interest through the Site, but instead contact and apply to the Employer directly, Scriptifi will still be owed an Employer Placement Fee provided that Scriptifi can provide timestamped evidence that the candidate received notification about the position through the Site prior to applying directly with the Employer.

3.5 Soliciting and Preferred Vendors.
Employer will direct soliciting recruiters (“Soliciting Vendors”) and legacy contingency agency recruiting firms with whom they have pre-existing relationships ("Preferred Vendors") to join and work through the Scriptifi service.

a. Soliciting Recruiters will be vetted by Scriptifi, and voluntarily join the platform operating under the Recruiter Terms and Fees unless otherwise requested by the Employer to designate a Soliciting Recruiter as a Preferred Vendor.

b. Preferred Vendors can each be assigned a custom placement fee percentage ("Preferred Vendor Fee") of the Employer’s choosing.

c. Preferred Vendor Fees can be changed at the Employer’s discretion, but are attributed to that Preferred Vendor across all the Employer’s JobCasts on the platform.

d. When a Preferred Vendor makes a successful placement for an Employer who has designated them with a Preferred Vendor Fee rate, they shall be paid by Scriptifi the Preferred Vendor Fee.

e. Preferred Vendors are subject to all provisions applicable to Recruiters throughout these Terms, except where the Terms specifically note alternate provisions for Preferred Vendors, which shall supersede the standard provisions for Recruiters.

f. These Terms supersede any existing agreements in which the Employer has engaged any contingency recruiter for the duration of the Employer’s term of use with Scriptifi.

3.6 Commitment
Employer will make all reasonable efforts to enforce Scriptifi’s exclusivity for the provision of third party hiring services covered in the scope of this agreement. Existing third-party contingency agency recruiting vendors engaged in the submission of candidates to the Employer will be migrated to the Scriptifi platform as Preferred Vendors described above. Newly engaged vendors will be directed to the Scriptifi platform. All vendors will only be engaged for the submission of candidates through the Scriptifi platform.

3.7 Master Collector/Master Payor.
Employer will pay all fees directly to Scriptifi. Scriptifi will be responsible for paying all fees owed to Recruiters in connection with any JobCast and related placements made by the Employer, including those payments owed to Preferred Vendors, provided that the payment is related to a candidate submitted after the adoption of the Scriptifi platform. Employers are not to pay invoices sent directly from Recruiters. Any invoice paid to Recruiters outside the Scriptifi system will be considered not paid.

3.8 Other Responsibilities.
Employer is responsible for all the costs and effort associated with recruiting, background checking, on-boarding, and training a candidate found through a JobCast.

3.9 Default of Payment.
If Employer fails to pay undisputed amounts in accordance with these Terms, Scriptifi may suspend any outstanding JobCasts.

4. Guarantee.

If a candidate is hired by Employer and his or her employment is voluntarily terminated (on the request of the Employee himself) during the first ninety (90) days following the start date, Employer may, at its option: (i) request a refund of the Employer Placement Fee; or (ii) repost the same JobCast until the position is filled. In the event that a re-posted JobCast results in a candidate being hired at a different salary, the Employer Placement Fee will be appropriately adjusted (and Employer will pay, or Scriptifi will refund, the applicable difference).

5. Employer Name: Logo

Scriptifi may use the Employer’s company name, logo, or other marks for the purposes of providing the Services described herein.

6. Indemnification and Hold Harmless.

6.1 Mutual Indemnification.
Scriptifi and the Employer shall indemnify and hold harmless the other party and their officers, directors, and employees from any and all claims, demands, causes of action, liabilities, loss or damage (including reasonable attorneys fees and expenses) due to the gross negligent acts or willful misconduct of that party’s employees.

6.2 Candidate Indemnification.
Scriptifi is not directly involved in the Employer’s decision to hire or reject any candidate. Therefore, Employer shall indemnify and hold harmless Scriptifi, their officers, directors, and employees from any and all claims, demands, causes of action, liabilities, loss or damage (including reasonable attorneys fees and expenses) due to the actions, services, or claims of candidates against the Employer.

6.3 Recruiter Indemnification.
Recruiters agree that they shall indemnify and hold harmless Employers, their affiliates, officers, directors, employees, and agents from any and all claims, demands, causes of action, liabilities, loss or damage (including reasonable attorneys fees and expenses) arising out of or related to: (a) their breach of your representations, warranties, or obligations under this Agreement, (b) the negligent acts or omissions or willful misconduct of the Recruiter, their employees, agents, subcontractors and representatives, (c) any illegal act, including all central and local laws governing the Recruiter, Scriptifi, the candidate, or the Employer, or (d) a claim by any third party (including Scriptifi, Employers, candidates, regulators, and governmental authorities) directly or indirectly related to their provision of services through Scriptifi.

7. Independent Contractors.

Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Scriptifi and the Employer. Employer will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Scriptifi that is inconsistent with Employer being an independent contractor (and not an employee) of Scriptifi. Scriptifi is not the agent of the Employer and is not authorized, and the Employer shall not represent the same to any third party.



ANNEXURE II

ADDITIONAL TERMS APPLICABLE TO RECRUITERS

1. Candidates and Submissions.

From time to time, Recruiter may submit through the Website information about candidate(s) whose qualifications match the requirements for the JobCast (each, a "Submission" and the act of making a Submission to "Submit")

.

2. Vetting and candidate Opt-in.

Prior to making any Submission, Recruiter must have matched the candidate's general qualifications to those stated for the applicable JobCast and obtained consent from the applicable candidate: (a) for Recruiter to make such Submission; and (b) to the fact that personal data about the candidate, whether obtained from the candidate or the Recruiter, may be retained and used by Employer and neither Scriptifi nor Recruiter controls such Employer or how it uses such data (or where such data is stored by the Employer). Recruiter will be responsible for checking and confirming any candidate references, including the confirmation of any professional or academic qualifications as well as certifications or other work permits necessary to satisfy the suitability of the candidate prior to submission for the JobCast.

3. Your Content.

As a Recruiter, the contents of any Submission will be considered Your Content for purposes of the Terms, even if subsequently confirmed by candidate. However, an individual candidate may control the content relating to him or her and may have certain rights in such content (as opposed to you or Scriptifi having such rights), notwithstanding anything to the contrary in the Terms.

4. Candidate Ownership.

A Recruiter has "Ownership" of a candidate, and will have the rights to Placement Fees associated with that candidate, for a period of one hundred eighty (180) days for the JobCast that the Recruiter got a completed Submission. Different Recruiters may Submit and Own the same candidate for different JobCasts on Scriptifi as well as for different JobCasts at the same Employer, and will be owed Placement Fees only when the Recruiter has Ownership of a candidate for that JobCast.

5. Candidate Rejection.

A candidate may be "Rejected" for Ownership if it is subsequently determined that: (i) the Employer communicated with such candidate in the one hundred eighty (180) days prior to the Submission regarding the position referenced in the applicable JobCast; or (ii) such candidate was Submitted by multiple Recruiters to the same JobCast, in which event Ownership will be granted to the Recruiter who  first entered the candidate into that particular Jobcast .

6. Ownership Disputes.

If there is any dispute related to Ownership of a candidate (including the validity of any Rejection), the final determination will be made solely by Scriptifi.

7. Affiliation.

If you are associated with a firm or entity ("Your Company"), all of Your content, your candidates, points, and any applicable Placement Fees (defined below), will belong to Your Company and not to you individually. You acknowledge and agree that we may work with Your Company to effect the foregoing and you grant us all necessary consents. In addition, You will not take any action in using our Website that violates any policy of Your Company or any condition of your affiliation with Your Company. Without limiting the foregoing, You will not submit candidates that have been sourced by Your Company or your current or former employing firm or using resources provided by this firm without the firm's express knowledge and permission to do so on the firm's behalf.

8. Recruitment Fees.

8.1 Submission.
There is currently no payment owed to a Recruiter to Submit a candidate for a JobCast.

8.2 Fee Criteria.
If Employer or any of its affiliates hires a candidate submitted to their JobCast through the Site at any time within one hundred eighty (180) days of the date of the candidate's entry onto the Website (for the job in the JobCast or any other position), Scriptifi will pay to the Recruiter a percentage (as determined by Scriptifi) of the candidate's First Year Salary (the "Recruiter Placement Fee"), which is payable in full within seven (7) days of the receipt of Employer Placement Fee.

A Recruiter Placement Fee will be owed and paid only if the JobCast was filled by a Successful candidate by a Recruiter on Scriptifi. A "Successful candidate" for a Recruiter is a candidate: (i) submitted by such Recruiter; (ii) for whom the Submission was completed and was not Rejected as set forth above; (iii) who is ultimately hired by Employer during the period of time such Recruiter Owned the candidate; and (iv) who remains employed by Employer for at least ninety (90) days from his or her start date.

8.3 Fee Rates.
The percentage of the Recruiter Placement Fee determined by Scriptifi would be as per the applicable percentage of the candidate's First Year Salary basis Recruiter’s career pathing – expert, pro, champion and legend. Scriptifi may choose to pay additional bonus fees for other actions on the Website, but is not obligated to do so.

8.4 Collection.
Payment of the Recruiter Placement Fee is contingent upon Scriptifi's receipt of the Employer Placement Fee for a particular JobCast. Should an Employer withhold payment, Scriptifi will delay payment to the Recruiter until receipt of payment from the Employer.

Should the Employer refuse to or be unable to pay the Placement Fee, Scriptifi is NOT responsible for paying the Recruiter Placement Fee. Recruiter will not hold Scriptifi liable for any such fees and agrees to hold harmless Scriptifi for any damages and costs incurred as a result of unpaid fees.

Scriptifi will endeavor to collect payment from the Employer in a timely manner. Recruiter is not to contact the Employer for the purposes of collecting fees, and any attempts to do so will result in the termination of Recruiter's membership on the Website and Service.

8.5 Taxes. 
Recruiter is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from payments to Recruiter under these Terms, and Recruiter agrees to do so in a timely manner.

8.6 Scope of Submission.
The Terms cover only Submissions and does not cover (and no fees will be paid for) any candidate or resume that a Recruiter may provide outside of the foregoing process (including candidates referred via email to the Employer or directly to hiring managers by resume or in any other form).

9. Relationship with Recruiters.

9.1 Independent Contractors. 
Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Scriptifi and Recruiter. Recruiter will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Scriptifi that is inconsistent with Recruiter being an independent contractor (and not an employee) of Scriptifi. Recruiter is not the agent of Scriptifi and is not authorized, and must not represent to any third party that Recruiter is authorized, to make any commitment or otherwise act on behalf of Scriptifi.

9.2 No Benefits. 
Recruiter is not entitled to or eligible for any benefits that Scriptifi may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because Recruiter is an independent contractor, Scriptifi will not withhold or make payments of taxes of any kind, make unemployment insurance or disability insurance contributions, or obtain workers' compensation insurance on Recruiter's behalf, nor will Recruiter be entitled to any of the foregoing. Recruiter will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions.

10. Recruiter Commitments.

10.1 JobCast Confidentiality. 
Recruiter will keep confidential the details of a specific JobCast (including salary) and the details surrounding the Employer associated with such JobCasts, except that Recruiter may confidentially share such details on a private and direct basis with prospective candidates. Material posted on Scriptifi by Employers may not be republished, reproduced, transmitted, downloaded, or distributed by any means, whether electronic or mechanical at any time. An Employer's logo, company name, names of hiring managers or any other Employer staff member may not be used publicly in writing or in private solicitation of prospective candidates. Recruiter will not share any confidential or personal information surrounding such new hires to any third parties (including but not limited to Employer or Scriptifi competitors) and may only retain and use such information in the aggregate form (i.e. de-identified) for their internal business purposes only and only for so long as allowed by applicable law.

10.2 Recruiter Warranties.

Recruiter represents and warrants that it will not:

a. Use Scriptifi's or the Employer's name and/or logo in any promotional materials or any other materials that Recruiter generates for their own purposes without Employer's prior written consent;

b. Solicit any candidate that they have placed at an Employer through Scriptifi for employment opportunities as long as the candidate remains employed by the Employer;

c. Initiate contact with Employers outside of the Site or Services (including in a dispute, for any inquiries about active JobCasts or solicitations for the use of the Recruiter's direct services or placement of the Recruiter's candidates outside of Scriptifi), provided that the foregoing will not prohibit communication initiated by the Employer;

d. Identify Employer's name without first establishing the potential candidate's interest in the applicable JobCast under assignment when conducting cold calls or cold emails to source potential candidates;

e. Make claims to be a direct representative, employee, or agent of either Scriptifi or the Employer, and will not identify themselves as such in writing or via phone when communicating with candidates;

f. Submit to Scriptifi any candidates about whom it is aware of any restrictions that would prevent them from accepting employment with Employer, nor will Recruiter present any candidate where Recruiter is aware of any basis upon which another search firm would be entitled to compensation by reason of the candidate accepting employment with Employer; and

g. Directly or indirectly solicit, induce, recruit, encourage, or otherwise endeavour to cause or attempt to cause any employee or consultant of the Employer to leave their current position for the purposes of being submitting as a candidate to a JobCast on Scriptifi for a different position within that Employer's company or affiliated companies.