This Software License Agreement (the “Agreement”) is between Pitch And Hire Recruiters Private Limited that owns the softwares (“Pitch N Hire” or “Licensor”) and parties who are accessing the Pitch N Hire softwares (“Licensee”).
WHEREAS, Licensor is the owner and developer of certain software products and services, including but not limited to the Applicant Tracking softwares, Candidate Screening/Assessment Solutions and Centralized Recruitment Hiring Solutions (hereinafter collectively referred to as the "softwares").
WHEREAS, Licensee desires to use the softwares for its internal purposes, and Licensor is willing to grant a license to Licensee to use the softwares, subject to the terms and conditions set forth in this Agreement.
The softwares are not intended for and should not be used by anyone under the age of 18. You must ensure that all Authorized Users are at least 18 years old.
The “Effective Date” of this Agreement is the date which is the earlier of (a) your initial access to or use of the softwares (as defined below) or (b) the effective date of the first Order referencing this Agreement.
By clicking on the “I agree” (or similar button or checkbox) that is presented to you at the time of your Order, or by using or accessing the softwares, you indicate your assent to be bound by this Agreement. If you do not agree to this Agreement, do not use or access the softwares.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereby agree as follows:
Whereas the Licensor, possessing the exclusive rights and ownership of the softwares, and being the esteemed developer thereof, hereby confers upon the Licensee an exceptional license, characterized by its non-exclusive nature. This license, granted with solemn authority, imparts to the Licensee the distinguished privilege to access and utilize the softwares, held in high regard for its ingenuity and sophistication, in strict conformity with the comprehensive and meticulous terms enshrined within this Agreement. The Licensee shall be cognizant of the non-transferable quality of this license, signifying that, in adherence to the agreed-upon provisions, the esteemed rights to access and exploit the softwares shall remain exclusively vested with the Licensee for its internal purposes alone.
Licensee to firmly recognize and abide by the essence of this clause, which explicitly confines the use of the softwares PRODUCTS solely to the Licensee's internal operations. It shall be beyond question that the softwares shall not, under any circumstances, be deployed for commercial purposes such as resale, distribution, or replication.
The softwares, developed with immense creativity and innovation by the Licensor, is a product of their intellectual prowess. It is hereby acknowledged that all intellectual property rights related to the softwares, including patents, copyrights, trademarks, trade secrets, and other proprietary rights, exclusively belong to the Licensor. These rights are crucial for protecting the uniqueness and value of the softwares, and the Licensor retains complete ownership over them to preserve their innovative legacy.
To honor the Licensor's rights and maintain the integrity of the softwares, the Licensee commits not to engage in any actions that could undermine or compromise the Licensor's proprietary rights. Specifically, the Licensee agrees not to attempt reverse engineering, decompiling, creating derivative works, modifying, translating, or disassembling the softwares PRODUCT, unless such actions are expressly allowed by law. This ensures the softwares's intricate design is safeguarded from unauthorized use or duplication. Additionally, the Licensee undertakes to take appropriate legal measures to prevent the unauthorized distribution or sharing of the software PRODUCTS or any of its components. Upholding this commitment maintains the confidentiality and exclusivity of the softwares, fostering a relationship of trust and cooperation between the Licensor and the Licensee.
The Licensor understands the critical importance of providing exemplary support to the Licensee throughout their usage of the softwares. As part of this commitment, the Licensor offers Priority Support, a dedicated and responsive assistance program tailored to address any technical queries, challenges, or concerns faced by the Licensee. Through Priority Support, the Licensee gains access to a specialized team of technical experts who possess in-depth knowledge of the softwares's functionalities and intricacies. The Priority Support team is available via various channels, including email, phone, and live chat, during specified business hours. The Licensee can rely on the swift and efficient resolution of their queries, ensuring minimal disruptions to their recruitment operations. The Licensor strives to maintain high levels of customer satisfaction by promptly addressing any technical issues, providing step-by-step guidance, and ensuring a seamless experience while utilizing the softwares's advanced capabilities.
This compensation, known as the license fees, is determined as per the pricing plan thoughtfully provided by the Licensor. It serves as a token of acknowledgment for the Licensee's access to the softwares and the cutting-edge features it offers. The Licensee is bound to pay the license fees on either a monthly or annual basis, as agreed upon between the parties. The payment should be made within a reasonable period of 60 days, from the date of receiving the invoice. Timely payment is crucial to maintain uninterrupted access to the softwares. Any delays or defaults may lead to a temporary suspension of access or, in severe cases, termination of the softwares usage. The Licensee is encouraged to abide by the payment terms to sustain a partnership with the Licensor and continue benefiting from the softwares's remarkable capabilities in recruitment management.
The Licensor recognizes that unforeseen circumstances may arise, leading to the need for refunds or cancellations. To address such situations with fairness and transparency, the following provisions apply: a) Refunds: In the event that the Licensee is dissatisfied with the softwares's performance or encounters insurmountable challenges despite utilizing the provided technical support, the Licensor offers a refund policy, only available for the first 30 days from the effective date. The Licensee may request a refund within a specified timeframe from the date of purchase or renewal. b) Cancellation: The Licensee reserves the right to cancel their subscription at any time, subject to the terms and conditions specified in the agreement. Upon cancellation, the Licensee's access to the softwares will be discontinued, and the Licensee shall comply with the "Effect of Termination" clause to return or destroy all copies of the softwares in their possession. The Licensor shall process refund requests and cancellations in a timely manner, and any applicable refund amount will be determined based on the terms of the agreement and the duration of the Licensee's usage of the softwares.
The Licensee acknowledges the sensitivity and significance of data processed and stored within the softwares. As custodians of the Licensor's data, the Licensee strictly adheres to a comprehensive Data Usage Policy, which governs the collection, storage, processing, and sharing of data. The data, including applicant information and recruitment-related data, is treated with the utmost confidentiality and in compliance with applicable data protection laws. The Licensee shall not access, use, or disclose the Licensor's data for any purpose other than to provide the agreed-upon services and support. To further safeguard the Licensor's data, the Licensee employs robust security measures, and will not share the data with any third parties without obtaining explicit consent, unless required by law.
The Licensor is committed to constant innovation and improvement, and to provide regular product updates to Licensee throughout this Agreement in order to enhance the softwares's functionality and effectiveness. By receiving these valuable updates, the Licensee gains access to the latest features, keeping their recruitment strategies at the cutting edge of technology.
The Licensor offers flexible pricing plans to accommodate the varying needs and growth of the Licensee's recruitment operations. If the Licensee wishes to upgrade their current pricing plan to access additional features or accommodate a higher number of users, the Licensor allows seamless and straightforward pricing upgrades. The Licensee may contact the Licensor's support team to discuss the specific requirements and receive a customized pricing upgrade that aligns with their evolving needs. The Licensor aims to provide transparent and competitive pricing options, ensuring that the Licensee receives optimal value for their investment in the softwares.
To facilitate convenient and secure financial transactions, the Licensor offers multiple payment modes for the Licensee's subscription fees. The Licensee may choose from various payment options, including credit cards, bank transfers, electronic funds transfers (EFTs), and other secure online payment gateways. It is understood that any charges or fees related to the chosen mode of online payment shall be borne solely by the Licensee. The Licensor maintains a secure and encrypted payment processing system to protect the Licensee's financial data and ensure the confidentiality of all payment transactions. Timely payments are essential to maintain uninterrupted access to the softwares and support services.
The Licensor is committed to the continuity and security standards of the softwares's services, even in the case of unexpected events or disasters. To ensure disaster recovery and business continuity, the Licensor implements robust disaster recovery measures. The Licensor maintains redundant data centers and performs regular data backups to protect the Licensee's data from potential loss or damage. In the event of a disaster or system failure, the Licensor's disaster recovery protocols are activated to swiftly restore services and minimize downtime.
The Licensor acknowledges the importance of safeguarding the Licensee's financial interests and data security. As part of its commitment to customer financial security, the Licensor complies with industry best practices and security standards. The Licensor's payment processing system adheres to strict security protocols, including compliance, encryption, and secure data storage. The Licensee's financial information is treated with utmost confidentiality and is never shared with unauthorized parties.
The Licensor, as the rightful owner and developer of the softwares, expends significant efforts and resources to create, curate, and protect its intellectual property, which includes proprietary information and trade secrets embedded within the softwares. Acknowledging the Licensor's legitimate interest in safeguarding its Confidential Information, the Licensee hereby agrees to abide by the following terms of confidentiality:
Both parties, being desirous of fostering a relationship of trust, collaboration, and adherence to the terms of this Agreement, recognize the significance of upholding their respective obligations. In the unfortunate event of a material breach of any term or condition of this Agreement by either party, the non-breaching party reserves the right to invoke the remedy of termination. Upon the occurrence of such a breach, the non-breaching party shall be entitled to terminate this Agreement by providing the breaching party with a written notice of termination. This notice shall clearly specify the nature of the breach and the provision(s) that have been contravened. It is essential to underscore that termination for breach shall be a last resort, and the parties shall make genuine and diligent efforts to resolve any disputes through good-faith negotiations before resorting to such drastic measures.
In the event of the termination of this Agreement, the Licensee shall forthwith cease all use of the softwares, including any ancillary applications or components thereof, and shall, at the Licensor's discretion, take immediate steps to either return the softwares or destroy all copies of the softwares that may be in the Licensee's possession, custody, or control. This provision is of paramount importance to safeguard the Licensor's proprietary interests and to ensure that the Licensee's access to and use of the softwares cease completely upon termination. The Licensor shall have the prerogative to select the method of disposal, be it return or destruction, based on the circumstances surrounding the termination.
The parties to this Agreement acknowledge that the softwares is provided "as is" without any warranties or conditions of any kind, whether express or implied. The Licensor, in the interest of transparency and clarity, expressly disclaims all warranties, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The disclaimer elucidates the Licensor's stance on the lack of any express or implied guarantees or promises regarding the softwares's performance, suitability, or fitness for specific purposes. It underscores that the Licensee's use of the softwares is entirely at its own risk, and the Licensor shall not be held accountable for any discrepancies or limitations in the softwares's functionality.
The Licensor, in a commitment to prudence and responsibility, hereby establishes a limitation on its liability towards the Licensee in connection with the softwares's use or the provision of support services. Under no circumstances shall the Licensor be liable for any special, incidental, indirect, or consequential damages, including but not limited to loss of business profits, business interruption, loss of business information, or any other pecuniary loss, even if such damages arise from contractual breaches, tortious conduct, or any other legal theory. The liability of the Licensor is explicitly capped at the total fees paid by the Licensee for the use of the softwares or the relevant support services, effectively limiting any potential liability to the amount paid by the Licensee under this Agreement. This limitation of liability serves to safeguard both parties' interests, promoting fair and reasonable expectations while encouraging mutual trust and cooperation throughout the term of this Agreement.
The parties, mindful of the significance of establishing a comprehensive framework for the resolution of legal issues, hereby agree that this Agreement shall be governed by and construed in strict accordance with the laws of the Republic of India.
In the event of any dispute, controversy, or claim arising under or in connection with this Agreement, the parties, with utmost forethought and circumspection, agree to submit to the exclusive jurisdiction of the courts of New Delhi, India.
If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Agreement. The parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the intent of the original provision.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or relinquishment of any right or remedy. No waiver of any provision of this Agreement shall be effective unless it is expressly stated in writing and signed by both parties.
Neither party shall assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of the other party, except in cases of mergers, acquisitions, or corporate reorganizations where the assignee expressly agrees to be bound by the terms of this Agreement.
All prior and contemporaneous agreements, whether oral or written, are hereby superseded, and no other representations, warranties, understandings, or commitments shall be deemed to modify or supplement the terms of this Agreement. By embodying the totality of the parties' intentions and mutual promises within the confines of this Agreement, the parties aim to create a comprehensive and exhaustive instrument that embodies their shared vision for the collaboration encompassed herein.
The parties mutually acknowledge that they have not relied upon any oral representations, promises, or inducements that are not expressly set forth within the four corners of this Agreement. This provision serves to mitigate any confusion or misunderstanding that might arise from informal discussions or extraneous communications. The parties emphasize their shared belief in the primacy of the written word as the definitive record of their intentions and commitments.
Any modifications, alterations, or amendments to this Agreement shall be valid and binding only if reduced to writing and signed by both parties. This stipulation underscores the parties' intent to maintain the integrity and stability of the contractual relationship, safeguarding against hasty or unilateral changes that may lead to ambiguity or discord. By requiring written consent for any modifications, the parties reinforce their shared understanding that the sanctity of their commitments deserves meticulous care and thoughtful consideration.