Terms and Conditions

Last updated:

February 23, 2021

These Terms and Conditions displayed on the website ( “Terms and Conditions/ Terms”) operating under the name of www.webbtree.com ( “Website”) apply to and are construed to be in the nature of the subscription agreement between WhiteCrow Research Private Limited ( “WhiteCrow / We”) and the Employer Candidate and/or the designated employee of the employer candidate subscribing hereunder ( “Employer Candidate / You / Your”).

These Terms govern the Employer Candidate’s access to the database through the Website and use of WhiteCrow’s (Webbtree’s) software and/or Services (defined as below).

Pursuant to the Terms and Conditions along with the Data Privacy Policy [including addendum(s)], the Service Level Agreement and the Subscription Form (defined as below) displayed on the Website and the content and services available on or through any of the foregoing, shall hereinafter be collectively referred to as the “Agreement” provided to the Employer Candidate by WhiteCrow.

BY SUBSCRIBING TO THE SERVICES PROVIDED BY WHITECROW, OR ANY CONTENT OR SERVICES PROVIDED ON SUCH SERVICE ON THE WEBSITE, YOU REPRESENT THAT, YOU HAVE READ, UNDERSTOOD AND ARE AGREEING TO BE BOUND BY THESE TERMS AND THEREBY ENTERING INTO THE AGREEMENT. EMPLOYER CANDIDATE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY OR THE COMPANY YOU WORK FOR, YOU REPRESENT THAT, YOU HAVE THE LEGAL AUTHORITY TO BIND, AND DO HEREBY BIND, THAT ENTITY AND ITS AFFILIATES TO THESE TERMS AND IN WHICH CASE THE TERM “EMPLOYER CANDIDATE / YOU / YOUR” AS DEFINED HEREINABOVE SHALL REFER TO AND MEAN SUCH ENTITY AND ITS AFFILIATES.

IN ADDITION, THE SOFTWARE AND SERVICES MAY NOT BE ACCESSED FOR THE EXCLUSIVE PURPOSE OF MONITORING PERFORMANCE OR FUNCTIONALITY OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES. AND ANY OTHER PURPOSE CONTRARY TO THE PERMITTED USE OF THE SERVICES UNDER THE AGREEMENT.

WHITECROW’S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE SOFTWARE AND/OR SERVICES PROVIDED BY WHITECROW, EXCEPT WITH WHITECROW’S PRIOR WRITTEN CONSENT.

WHITECROW RESERVES ITS RIGHT TO PERIODICALLY MODIFY/UPDATE THESE TERMS. WHITECROW THROUGH THE WEBSITE MAY, FROM TIME TO TIME, MAKE CHANGES TO THESE TERMS. IF WHITECROW THROUGH THE WEBSITE MAKES ANY MATERIAL CHANGE TO THESE TERMS, WHITECROW SHALL NOTIFY THE EMPLOYER CANDIDATE OF THOSE CHANGES BY POSTING THEM ON THE WEBSITE AND SHALL INDICATE THE DATE OF THE LAST REVISION. PLEASE NOTE THAT, THE EMPLOYER CANDIDATE’S CONTINUED USE OF THE SERVICES AFTER THE CHANGES PERTAINING TO THESE TERMS HAVE BEEN POSTED, WILL CONSTITUTE YOUR ACCEPTANCE OF THOSE CHANGES.

  1. SERVICES:

    1. Service:

      WhiteCrow through the Website, provides services pursuant to a “software-as-a-service” (i.e., “SaaS”) delivery model, primarily in the nature of a ‘sourcing and talent pipelining tool in addition to an applicant tracking system’ under which You use the applicable software components (the “Software”) providing access to the database through the Website in addition to providing SaaS services via internet on a subscription service basis. For the purpose of availing the Services, the Employer Candidate will enter into and execute a subscription form, subscribing to the Services on the Website ( “Subscription Form”). Accordingly, during the Term/Subscription Term/Trial Subscription Term as the case may be, and subject to the compliance to the provisions of the Agreement, WhiteCrow grants the Employer Candidate a non-exclusive, non-transferable, non-assignable, limited, time-bounded, license (non-sub licensable) to access the database through the Website and use the SaaS services and/or Services (defined as below) via internet. The access to the database through the Website and the use of the SaaS services, may only be used in support of Your business operations.

      ‘Webbtree’s AI engine’ is a network of knowledge that stores data on jobs, skills, companies, industries, people, places and more. This enables WhiteCrow to provide a platform to identify the right talent and maximize the scope of search for talents through the Website. WhiteCrow’s Services grants access to the database through the Website which aid in sourcing, pipelining and tracking public profiles to identify and locate appropriate talent from across the internet. You shall select Your desired criteria with respect to talent search and a list of options shall be available to You. To further ease the process, the Employer Candidate shall be free to filter the potential talents / candidates who are qualified to be a desired candidate for You. In addition to the ‘sourcing and talent pipelining tool’, the component of ‘applicant tracking system’ of the Service, will aid the Employer Candidate to better manage their internal hiring process with automation, collaboration and other tools upon gaining access to the database and use of SaaS( “Service(s)/WhiteCrow’s Services”).

    2. Restrictions:

      The Employer Candidate shall not, directly or indirectly, and shall not authorise any person, to the maximum extent permitted by applicable law to (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any elements of; (ii) translate, adapt, or modify; (iii) write or develop any program based upon; (iii) sell, sublicense, transfer any rights in, use for the benefit of, or allow access to unauthorised persons to; (iv) transmit unlawful, infringing or harmful data or code to or from; (v) replicate significant portions of WhiteCrow’s data; or (vi) otherwise use except as expressly permitted hereunder, in each case of (i) to (vi), the WhiteCrow’s Services (including all technology constituting or used to provide such Service) or WhiteCrow’s data, as applicable.

      The Employer Candidate will cooperate with WhiteCrow in connection with the performance of the Agreement by making available information as may be reasonably required, and taking such other actions as WhiteCrow may reasonably request. The Employer Candidate will also cooperate with WhiteCrow in establishing a password or other procedures for verifying that, only the authorized Employer Candidate will have access to any administrative functions of the Services.

    3. Trial Subscription Term:

      If the Employer Candidate has selected a demonstration subscription/trial subscription/any similar subscription to WhiteCrow’s Services then, during the Trial Subscription Term (defined as below), WhiteCrow Services will be provided to the Employer Candidate on a trial basis which shall be free of cost. After the expiration of the Trial Subscription Term, unless the Employer Candidate chooses to order a paid subscription to WhiteCrow’s Services, the Employer Candidate’s access to the Website will automatically terminate, subject to Section 5.1 of these Terms.

  2. AUTOMATED PROCESSING:

    1. WhiteCrow acts as a researching tool, collating information from various job boards, websites and from publicly available platforms/sources, subject to the rights available from those job boards or websites or platforms or sources and uses such information of the potential candidates, to collate, scrutinize and analyze the social profiles of such candidates across different social media platforms and to deliver a complied version of the data so processed, to the Employer Candidate. Sharing of such compilation of the candidate’s data with the Employer Candidate may be useful for a comprehensive approach of the Employer Candidate towards a candidate’s profile, including social profiles, for the Employer Candidate to analyse and identify such candidate as a potential talent.
    2. It is made expressly clear that, the elements forming part of the compilation of the candidate’s data relating to age, ethnicity, gender etc., whether directly compiled or implied, is made with the purposes of inclusion and not to create any bias or discrimination of any nature whatsoever against a candidate. WhiteCrow proposes, recommends and anticipates that, the Employer Candidate uses such data, employing the principles and fundamentals of the right to equal employment. WhiteCrow is not responsible for any consequential implications pertaining to the method and manner of use of such data by the Employer Candidate.
    3. WhiteCrow in no event represents that, the Employer Candidate’s subscription to the Services will guarantee the results as envisaged by WhiteCrow as well as the Employer Candidate.
    4. WhiteCrow’s Services are restricted to providing a platform to the Employer Candidate in the manner as stipulated under this Section. Therefore, WhiteCrow is exempted from any responsibility consequential to the business relations established between the Employer Candidate and the candidates/potential talents, pursuant to the use of the Services.
  3. LINKS TO OTHER SITES:

    1. Third Party Links available on the Website: The Website contains links to third party websites. These links are provided solely for the purpose of convenience of the Employer Candidate. WhiteCrow / Website will provide links to third party websites including but not limited to ‘www.whitecrowresearch.com’ and ‘WhiteCrow’ group entities (“Sites”). The Sites will operate as a ‘helpdesk’ and provide services to the Employer Candidate, in any event the Employer Candidate encounters issues with respect to: (i) the Services provided on the Website; or (ii) the Agreement entered into upon subscription. The Sites can also be accessed by the Employer Candidate, at their discretion, to use other services provided on these Sites to aid and help in achieving their desired outcome. The Website may also contain links to other websites, with an intent to give access to the landing page of ‘LinkedIn’, ‘Indeed’ etc.

      1. WhiteCrow / Website in no event is engaged in the activity of scrapping of the data from the other websites and is in compliance of any anti-scrapping policies or such similar terms of the other websites. The Services provided by WhiteCrow enables WhiteCrow / Website to grab and drop specific data for a specific instance, pertaining to a candidate / potential talent, identified by the Employer Candidate, to ease and assist the Employer Candidate to analyse and identify potential talents from across the internet. The grab and drop feature is provided solely to ease the capture of information for an instance identified by the Employer Candidate from a particular website and is not provided or intended to be provided for ‘bulk scrapping’ of information by the Employer Candidate.
      2. WhiteCrow will not be responsible for the content of the Sites or any other websites to which the Website provides links to and does not make any representations regarding the content or accuracy of the materials provided on such Sites or other websites. WhiteCrow shall also not be liable for any damages, loss or cost incurred due to Your visit of such Sites or other websites and shall also not be liable for any privacy infringement. If You decide to access such Sites or the other websites, You do so at Your own risk and consequences.
    2. Third Party Links for the Website: Third parties may offer from time to time applications or services to access the Website and the Services. Your use of such third-party applications will be at Your own risk and subject to the terms and conditions of those third-parties.

      1. WhiteCrow does not represent or warrant that, access and use of the Services through these third-party applications / websites will be compatible, uninterrupted, error free, without defects or that You will be able to access WhiteCrow’s Services at all times and locations of Your choice.
      2. WhiteCrow will not be responsible for the content of such third party sites providing links to the Website and does not make any representations regarding the content or accuracy of the materials provided on such third party sites. WhiteCrow shall also not be liable for any damages, loss or cost incurred due to Your visit of such Sites or other websites and shall also not be liable for any privacy infringement. If You decide to access such third party sites, You do so at Your own risk and consequences.
      3. In the event You access the Website from the links provided on the third party site, WhiteCrow shall be under no obligation to provide You with any error corrections, updates, upgrade, fixes and/or enhancements to make WhiteCrow’s Services accessible through these third-party applications.
  4. ADVERTISING:

    The Website reserves the right to run advertising information or promotional material or such other material submitted to Us by third parties (“Material(s)”). You agree that, we have the absolute right to run such Materials and make corresponding decisions with respect to the same. The responsibility for ensuring that the Materials so submitted are compliant with the applicable laws is exclusively on the third party providing such material. We shall not be liable for any representation or commitment or any sort of interaction or dealing made between You and the third parties and /or the advertisers, with respect to such Materials. Further You also agree that, WhiteCrow will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such Materials on the Website.

  5. TERM AND TERMINATION:

    1. The Agreement will commence on the ‘effective date’, i.e., the date as reflected on the Subscription Form upon the Employer Candidate subscribing to the Services on the Website, which will be effective until the end of the term of subscription (i.e., time-based subscription / validity of the credits, whichever is earlier, depending on the agreed subscription option) (“Subscription Term”), unless terminated earlier in accordance with the Agreement.

      Upon the end of the Subscription Term, the Agreement may further continue to be in effect on an automatic renewal basis for the term as earlier subscribed for (“Renewal Term”), unless either party provides at least 30 (thirty) days prior written notice (before the date of the expiration of the Subscription Term or the Renewal Term) of its desire not to renew. The termination request (notice) by either party will be given in accordance with Section 14 (Miscellaneous) of these Terms.

      In the event of such notice provided by either party, the Agreement and the rights and obligations contained therein shall stand terminated (as on the date of the termination reflected in the notice), save and except any obligations that expressly survives the termination as provided under Section 14 (Miscellaneous) of these Terms. The Subscription Term, along with any Renewal Term constitutes the “Term” of the Agreement.

      If the employer candidate intending to subscribe to the Services has selected a demonstration subscription / trial subscription / any similar subscription, which shall be for a duration as will be mentioned on the Website for the demonstration of the Service (“Trial Subscription Term”), then, the Agreement will commence on the date WhiteCrow’s Services are first made available to such employer candidate and will terminate immediately upon the expiry of the Trial Subscription Term, if such employer candidate does not opt to subscribe to WhiteCrow’s Services at the end of the Trial Subscription Term. WhiteCrow may terminate the Trial Subscription Term for its convenience, at any time upon providing notice to such employer candidate in this respect

      Notwithstanding anything to the contrary in the Agreement, post expiry or pre-determination of the Subscription Term / Term / Trial Subscription Term, as the case may be, the Employer Candidate may at the discretion of WhiteCrow, continue to have access to the Website for a duration of 15 (fifteen) days, solely with the intent to enable the Employer Candidate to access and retrieve its data to the extent as permitted under WhiteCrow’s Data Privacy Policy. .
    2. Material breach:

      Either party may terminate the Agreement upon written notice if the other party breaches any material provision of the Agreement and fails to correct such breach within 7 (seven) working days after receipt of a written notice of such breach. Also, failure to make payment when due shall constitute a material breach of the Agreement on the part of the Employer Candidate. Unless the payment has been made, WhiteCrow through the Website reserves the right to suspend the Employer Candidate’s access to the Services, subject to Section 5.1, above: (a) immediately upon termination as stated in Section 5.4(i); or (b) in case of auto-renewal of the Services, after 7 (seven) days of such payment has become due and payable.

    3. Suspension:

      Notwithstanding anything to the contrary in the Agreement, WhiteCrow through the Website may impose limitations on usage, and/or temporarily suspend the Employer Candidate’s access to any portion or all of the Services, if WhiteCrow reasonably determines that: (i) there is a threat to or attack on any of the Services; and (ii) the Employer Candidate’s use of the Services abuses, disrupts or poses a security risk to the Services or to any other candidate of WhiteCrow. As stated in Section 4.2, above, WhiteCrow through the Website may also suspend the Services of the Employer Candidate, upon expiry of 7 (seven) days from the date of the payment becoming due and payable, in case of auto-renewal of the Services.

      Upon such suspension of the Services, WhiteCrow shall within 7 (seven) working days analyze and investigate the reasons of suspension as mentioned in this Section. At the end of this period, WhiteCrow will either terminate the Agreement under Section 5.2, above, or reinstate the Services to the Employer Candidate. WhiteCrow will have no liability for any damages, liabilities, losses (including any loss of data or profits), or any other consequences that the Employer Candidate may incur as a result of such suspension of the Services.

    4. Effect of Termination:

      Subject to Section 5.1, above, upon the expiration of the Term / Subscription Term / Trial Subscription Term, as the case may be, or pre-determination of the Agreement for any reason: (i) the Employer Candidate’s right to access and use the Services on the Website will automatically terminate; (ii) all outstanding payment obligations of the Employer Candidate will become due and payable immediately; and (iii) immediately upon expiration or pre-determination, WhiteCrow /Website will have no further obligation to store or permit retrieval of: (a) the data shared with the Employer Candidate in accordance with Section 2 (Automated Processing) of these Terms; and (b) the data of the Employer Candidate as retained and collected during the Term / Subscription Term / Trial Subscription Term, as the case may be. However, WhiteCrow / Website will within 7 (seven) working days of the expiration or pre-determination, provide to the Employer Candidate, with a copy of the information shared directly by the Employer Candidate with WhiteCrow / Website, while WhiteCrow / Website will have the right to retain its data sourced from the Services provided on the Website, for a reasonable time or as per the internal policy.

  6. REPRESENTATION OF THE EMPLOYER CANDIDATE:

    During the subsistence of the Term / Subscription Term / Trial Subscription Term, as the case may be, the Employer Candidate represents, warrants and covenants the following:

    1. The Employer Candidate is authorized to access, use and manage its account on www.webbtree.com
    2. The Employer Candidate undertakes to provide adequate information of the designated employees of the Employer Candidate, authorized to access, use and manage its account on the Website, as is required and necessary for WhiteCrow’s / Website’s record and further undertakes to update of any change with respect to the same, by giving notice to WhiteCrow in accordance with Section 14 (Miscellaneous) of these Terms, from time to time.
    3. The Employer Candidate undertakes to not access WhiteCrow’s Services using automated means (such as bots or scrapers) without WhiteCrow’s prior permission.
    4. The Employer Candidate represents and warrants: (i) that the Employer Candidate has all and every right to provide the information submitted on the Website and that, no other party has any rights to such information; and (ii) to grant WhiteCrow an unrestricted, perpetual, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute the information, without any compensation.
    5. The Employer Candidate represents, warrants and covenants that, the Employer Candidate will not produce any content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or property rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) contains a virus or other harmful computer file or program; or (v) develops, supports or uses any software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Services or otherwise copy profiles and other data from the Services. The Employer Candidate further represents, warrants and covenants that the Employer Candidate, in performance of its obligations and/or exercise of its rights pursuant to the Agreement, will comply with all applicable laws and regulations. The Employer Candidate further acknowledges that the Employer Candidate is responsible for all its employee activity in connection with the Services and that fraudulent, abusive, or otherwise illegal activity may be grounds for termination of the Agreement.
    6. The Employer Candidate shall not keep any of its credentials confidential and not permit any third party to use such credentials at any time.
    7. Only the authorized Employer Candidate alone shall use its unique login information such as usernames and passwords (“User Login”).
    8. Without prejudice to WhiteCrow’s representation under Section 7 (Representation Of WhiteCrow) of these Terms, the Employer Candidate is solely responsible for the confidentiality of Service data and User Login at its end.
    9. In the event the User Login of the Employer Candidate is compromised in any manner, the Employer Candidate undertakes that, it shall solely be responsible for all activities that occur under its account, unless the Employer Candidate notifies WhiteCrow of any such compromise / unauthorized use or suspicious activity in its account within 7 (seven) days of the occurrence of such compromise / unauthorized use or suspicious activity.

      WhiteCrow / Website will exercise all reasonable efforts to resolve the issue so notified by the Employer Candidate under this Section, in the manner as stipulated in the Service Level Agreement.

      As the Services are designed to have back-ups for a duration of 30 (thirty) days, upon the Employer Candidate notifying of such compromise / unauthorized use or suspicious activity, under this Section, WhiteCrow / Website shall provide backup of such data to the Employer Candidate.

      The Employer Candidate shall resort to the options provided on the Website such as ‘Forgot Password’ etc., and/or promptly contact WhiteCrow as stated in Section 14 (Miscellaneous), in the event of any compromise of the User Login.
    10. The Employer Candidate further represents that it shall not hold WhiteCrow liable for any damage or loss that may result from the Employer Candidate’s failure to protect its User Login, irrespective of any intimation given by the Employer Candidate in accordance to Section 6.9, above.
    11. The Employer Candidate represent, warrant and covenant that, the Employer Candidate shall not override or bypass any security features on the Website and shall not access WhiteCrow’s Services through unauthorized means such as unlicensed software clients.
    12. The Employer Candidate further represents, warrants and covenants that, the Employer Candidate shall provide WhiteCrow / Website any additional information or documents as and when demanded by WhiteCrow / Website, to support or supplement the information which the Employer Candidate has provided upon subscribing to the Services on the Website.
    13. The Employer Candidate agrees to be solely responsible for the contents of Your transmissions through the Service. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of e-mail.
  7. REPRESENTATION OF WHITECROW:

    During the subsistence of the Term / Subscription Term, as the case may be, WhiteCrow represents and covenants the following:

    1. Subject to the terms and conditions of the Agreement, WhiteCrow shall use commercially reasonable efforts to make the Services available throughout the Term / Subscription Term, as the case may be, except for: (i) planned downtime; and (ii) unavailability caused by circumstances beyond WhiteCrow’s control as specifically stipulated under Section 14 (Miscellaneous) of these Terms.
    2. WhiteCrow will undertake reasonable safeguards and security measures to prevent any unauthorized use, access, processing, destruction, loss, alteration, or disclosure of any of: (i) the data shared with the Employer Candidate in accordance with Section 2 (Automated Processing) of these Terms; and (ii) the Employer Candidate’s data, as may be retained and collected during the Term / Subscription Term, as the case may be, by WhiteCrow.
  8. PAYMENTS AND PAYMENT TERMS:

    The Employer Candidate will pay WhiteCrow through the Website, the applicable fees subject to the duration of the subscription as stated in Section 5.1, above, for the Subscription Term / Renewal Term, as the case may be, as described on the Website, in accordance with the terms of the Agreement. WhiteCrow through its Website reserves the right to revise / modify the fees payable by the Employer Candidate (mentioned on the Website) for the applicable Subscription Term / Renewal Term, as the case may be.

    1. Invoices:

      All fees will be invoiced upon the ‘effective date’, i.e., the date as reflected on the Subscription Form. No part-payment of the fees shall be entertained. The payment of the fees shall be made immediately upon receipt of the invoice.

      WhiteCrow through the Website reserves the right to charge the Employer Candidate a ‘late fee’ for any payments received later than 7 (seven) days from the date of the invoice.

      Any dispute with respect to the invoice raised will be communicated to WhiteCrow not later than 7 (seven) days upon the receipt of such invoice, in the manner as stipulated in Section 14 (Miscellaneous) of these Terms.

      In the event the Employer Candidate fails to make payment against the invoice and upon expiry of 7 (seven) days from the date of such invoice, in case of auto-renewal, WhiteCrow through the Website reserves the right to suspend the Employer Candidate’s access to the Services.

    2. Taxes:

      Any amounts payable hereunder are exclusive of all the applicable taxes and the Employer Candidate shall be responsible for payment of all the applicable taxes. Employer Candidate based in India shall be provided invoices in compliance with applicable laws to include Goods and Services Tax (GST) or any other similar tax as may be applicable at the time of subscribing the Services. Any additional tax liability arising on account of introduction of GST (whether on account of increase in rate or any change brought in by the new tax regime) would be recovered over and above the subscription amount/service fees or any other price as agreed under the Agreement. WhiteCrow through the Website, shall be paid all dues in full and shall not be responsible for any other applicable taxes in Your jurisdiction and / or withholding on payments due to it.

    3. Except as expressly set forth in the Agreement, all fees is non-refundable and cannot be cancelled.
  9. WARRANTY, DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY:

    1. WhiteCrow warrants to use commercially reasonable efforts to provide Services throughout the Term / Subscription Term, as the case may be, to the Employer Candidate, in accordance with the Agreement. In the event that WhiteCrow breaches the above warranty, the Employer Candidate will promptly notify WhiteCrow of such breach (in any event, within 7 (seven) days of its occurrence). Upon receipt of such notice, WhiteCrow to correct such breach will exert reasonable efforts or a commercially practicable workaround, save and except in a force majeure event as stipulated in Section 14 (Miscellaneous) of these Terms.
    2. In the event of WhiteCrow’s inability to rectify such deficiency within 15 (fifteen) working days of the receipt of such notice as stated in Section 9.1, above, the Employer Candidate shall have the sole and exclusive remedy with respect to an unremedied breach of the warranty for the Services, to seek recovery of direct and actual damages caused by the breach, subject to the limitations of liability below.
    3. If the Employer Candidate fails to notify such breach within the stipulated time as mentioned in Section 9.1 above, no liability will rest on WhiteCrow for rectification of such breach.

      WHITECROW MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND WHITECROW EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING OR RELIANCE. WE EXPRESSLY DO NOT WARRANT THAT THE SERVICES OR UNDERLYING SOFTWARE, IN WHOLE OR IN PART, WILL BE ERROR FREE OR WILL OPERATE ABSOLUTELY WITHOUT INTERRUPTION.
    4. DISCLAIMER: LIMITATION OF LIABILITY

      1. WHITECROW DOES NOT COMMIT TO PROVIDE ANY ADDITIONAL ASSISTANCE, TECHNICAL OR OTHERWISE, OTHER THAN AS EXPRESSLY AGREED UNDER THESE TERMS.
      2. THE WEBSITE IS NOT INDEPENDENT TO ANY VULNERABILITY CAUSED DUE TO SECURITY ISSUES AND WHITECROW DOES NOT WARRANT THAT, THE WEBSITE SHALL BE ABSOLUTELY FREE AND SECURE FROM ANY SUCH RISKS AND VULNERABILITY. WHITECROW IN NO EVENT SHALL BE LIABLE FOR ANY HARM, DAMAGE, LOSS OR CLAIM ARISING FROM THE EXPOSURE TO VARIOUS SECURITY ISSUES.
      3. IN NO EVENT WILL WHITECROW BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THE AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE EMPLOYER CANDIDATE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHITECROW’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED: (i) THE AMOUNT PAID BY EMPLOYER CANDIDATE UNDER THE AGREEMENT DURING THE 12 (TWELVE) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE OR (ii) 1.5 TIMES OF THE SUBSCRIPTION AMOUNT PAID, WHICHEVER IS LESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
  10. CONFIDENTIALITY:

    1. “Confidential Information” is non-public information of a party which is provided to the other party hereunder. In order to undertake and carry out the matters set out in the Agreement, the parties have requested and will request of each other, and have provided and will provide to each other, certain non-public, confidential and/or proprietary information including but not limited to contact details, email ID etc., which will be exchanged between them in good faith, provided that the information will be solely in connection with the Services to be provided. No receiving party shall itself, or permit its employees or agents at any time to use, reveal, report, publish, transfer or otherwise disclose to any person, corporation or other entity any of the information so received, without the prior written consent of the party providing the information.
    2. Confidential Information does not include any information which (a) is or becomes generally known and available to the public through no act or omission of the receiving party, including any unsolicited material / information; (b) was already in the receiving party’s possession at the time of disclosure by the disclosing party, as shown by the receiving party’s contemporaneous written records; (c) is lawfully obtained by the receiving party from a third party who has the express right to make such disclosure; (d) is independently developed by or for the receiving party without use of the disclosing party’s Confidential Information; (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice). As between WhiteCrow and the Employer Candidate, WhiteCrow’s data sourced from the Services provided on the Website, is the Confidential Information of WhiteCrow, and the Employer Candidate’s data shared directly by the Employer Candidate with WhiteCrow / Website, is the Confidential Information of the Employer Candidate. The terms of the Agreement is each party’s Confidential Information.
    3. A receiving party will use reasonable efforts to provide timely written notice of compelled disclosure to facilitate confidential treatment of disclosing party’s Confidential Information, and will furnish only that portion of Confidential Information that it is legally required to disclose, after exercising reasonable efforts to obtain assurance that such information will receive confidential treatment. WhiteCrow may list Employer Candidate as a customer (and in connection therewith may use WhiteCrow’s trademarks, marks and trade names) in its promotional and marketing materials, including the Website.
    4. The confidentiality restrictions in this Section 10 (Confidentiality) shall continue to apply after the termination of the Agreement.
    5. Without prejudice to any other rights or remedies that the parties may have, the parties acknowledge and agree that damages would not be an adequate remedy for any breach of this Section 10 (Confidentiality) and that the remedies of injunction, specific performance and other equitable remedies are appropriate for any threatened or actual breach of such Sections.
  11. INTELLECTUAL PROPERTY:

    1. Except for the limited rights granted in the Agreement, WhiteCrow hereby retains all rights, title and interest, including all intellectual property rights, in relation to the Services, including all software, improvements, enhancements or modifications thereto.
    2. WhiteCrow is the owner or the licensee of all intellectual property rights in the Website and the content or material published on it. All the rights not expressly mentioned and/or provided to the Employer Candidate herein are thereby reserved.
    3. WhiteCrow shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Services or Website or otherwise use any suggestions, enhancement requests, recommendations or other feedback that WhiteCrow receives from the Employer Candidate.
    4. The Agreement does not grant the Employer Candidate: (i) any rights to the Intellectual Property Rights in the Services or (ii) any rights to use WhiteCrow’s trademarks, logos, domain names, or other brand features. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
    5. All the content of any third party websites which may be linked to or viewed in connection with the Service on the Website, is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. 
  12. NOTICE OF COPYRIGHT INFRINGEMENT:

    WhiteCrow respects the intellectual property of others and we ask You to do the same. We are neither liable for any infringement of copyright arising out of the information provided and available on the Website nor Materials advertised on the Website. We strive to act expeditiously upon receiving any notice of claimed infringement. WhiteCrow reserves the right to terminate the Agreement and thereupon discontinue WhiteCrow’s Services of the Employer Candidate who infringes the intellectual property rights of others.

    1. If You believe that, Your work has been reproduced on the Website in a manner that constitutes copyright infringement, please provide a notice of copyright infringement containing all the following necessary and relevant information in the manner as stated in Clause 14 (Miscellaneous):

      1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interests;
      2. a description of the copyrighted work or other intellectual property that You claim has been infringed;
      3. a description of where the material that You claim is infringing is located on the Website;
      4. Your address, telephone number, and email address;
      5. a statement by You that You have a good faith and belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
      6. a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
  13. INDEMNIFICATION:

    1. Indemnity on behalf of the Employer Candidate:

      The Employer Candidate will defend, indemnify, hold WhiteCrow, its affiliates, and their respective agents, employees, officers and directors harmless from and against any losses, damages, liabilities, cost and expenses arising from or in connection with: (i) any use of the Services in a manner contrary to or in violation of the Agreement or contrary to the applicable laws, (ii) misrepresentation, negligence or misconduct by the Employer Candidate, (iii) any third party claim arising due to any act or omission of any Employer Candidate and /or any person claiming under it, including the claim that Your data or other materials infringe any rights of any third party, or (iv) for any breach of the representation, warranties, covenants and undertakings of the Employer Candidate as stipulated in these Terms.

    2. Indemnity on behalf of WhiteCrow:

      Subject to Section 9.4, above, WhiteCrow shall (i) defend, or at its option settle, any claim brought against the Employer Candidate by a third party to the extent it alleges that the Employer Candidate’s use of the WhiteCrow’s Services as authorised in the Agreement constitutes a direct infringement of the trade secret of any third party, and (ii) pay, subject to the limitations set forth in Section 9.4, above, damages awarded in a final judgment, (or amounts agreed in a monetary settlement), in any such claim defended by WhiteCrow. WhiteCrow shall not be liable to indemnify the Employer Candidate for any claim, in the event the Employer Candidate notified WhiteCrow of such claim, after the expiry of 60 (sixty) days from the end of the Term / Subscription Term, as the case may be.

    3. Notice of Claim:

      The indemnified party pursuant to this Section, must: (i) promptly notify the indemnifying party in writing of all indemnifiable claims; (ii) provide the indemnifying party with reasonable assistance to settle or defend such claims, at the indemnifying party’s own expense; and (iii) grant to the indemnifying party the right to control the defense and/or settlement of such claims, at the indemnifying party’s own expense; provided, however, that: (1) the failure to so notify, and/or provide assistance will only relieve the indemnifying party of its obligation to the indemnified party to the extent that the indemnifying party is prejudiced thereby; (2) the indemnifying party will not, without the indemnified party’s consent (such consent not to be unreasonably withheld or delayed), agree to any settlement that: (x) makes any admission of wrongdoing on behalf of the indemnified party; or (y) consents to any injunction against the indemnified party (except an injunction relating solely to the indemnified party’s continued use of any infringing Service); and (3) subject to the foregoing, the indemnified party will have the right, at its expense, to participate in any indemnifiable claim and to be represented by legal counsel of its choosing, but will have no right to settle a claim without the indemnifying party’s written consent.

  14. MISCELLANEOUS:

    1. Assignment :

      Employer Candidate shall not assign the Agreement nor any of its rights or obligations under the Agreement without the prior written consent of WhiteCrow. WhiteCrow may assign, transfer, sublicense or pledge any of its rights and obligations under the Agreement to its affiliates or any third parties without the written consent of the Employer Candidate for any reason whatsoever.

    2. Force Majeure:

      Except for the Employer Candidate’s obligation to make the payment, neither party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of god, epidemic / pandemic, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act/order or failure of the internet, failure on the part of the internet service provider or delays, and denial of service attacks or interruptions or power outages (“Force Majeure”). The delayed party shall give the other party notice of such cause.

    3. Governing Law:

      Access and use of the Services on the Website may not be legal for certain persons or in certain countries. If the Employer Candidate is accessing the Website from outside of India, the Employer Candidate is doing so at its own risk and is responsible for compliance with the laws of Your jurisdiction. The Agreement is governed and interpreted by and construed in accordance with the substantive laws of India and subject to Section 14.4 below, all disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the courts of Mumbai.

    4. Dispute Resolution:

      1. In the event any dispute or differences arise in connection with the Agreement including its existence, validity or purported termination of the Agreement as specified above, the parties shall attempt in the first instance to resolve such dispute through friendly consultations.
      2. If such dispute is not resolved through friendly consultations within 30 (thirty) days after commencement of discussions or such longer period as the parties agree to in writing, then upon notice by either party to the other, the dispute shall be referred for resolution by arbitration in accordance with the provisions of this Section 14.4 of these Terms.
      3. Subject to Section 14.3 (Governing Law), any dispute arising from the Agreement shall be referred upon the application of any party and finally settled under the arbitration rules of the Mumbai Centre for International Arbitration (“MCIA Rules”), in force at the time of commencement of the arbitration, by 1 (one) arbitrator appointed in accordance with the said MCIA Rules.
      4. The arbitral tribunal shall comprise of 1 (one) arbitrator, which shall be mutually appointed in accordance with MCIA Rules, within 30 (thirty) days of the dispute being referred to arbitration pursuant to Section 14.4.2 and such appointment shall also comply with the [Indian] Arbitration and Conciliation Act, 1996. The language of the arbitration shall be English. The seat, place and venue of arbitration shall be Mumbai.
      5. The arbitration award shall be final and binding on the parties and the parties agree to be bound thereby and to act accordingly. The award shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. The prevailing party shall be entitled to an award of reasonable attorney fees.
      6. When any dispute is under arbitration, except for the matters under dispute, the parties shall continue to exercise their remaining respective rights and fulfill their remaining respective obligations under the Agreement to the extent practicable.
      7. Each party shall co-operate in good faith and use commercially reasonable efforts to expedite (to the maximum extent practicable) the conduct of any arbitral proceedings commenced under the Agreement.
    5. Anti-Corruption:

      The Employer Candidate agrees that neither You, nor any of Your respective officers, employees, agents, representatives, contractors, intermediaries or any other person or entity acting on Your behalf have taken, been offered, or will take any action, directly or indirectly, in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption or anti-bribery laws, in connection with these Terms and the Services provided hereunder, including without limitation to any illegal or improper bribe, kickback, payment, gift, or thing of value from any of WhiteCrow’s employees or agents. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify WhiteCrow as stipulated under this Section.

    6. Compliance with laws:

      The access to the database and Services and Software or components of the Services which WhiteCrow may provide through the Website or make available to the Employer Candidate may be subject to U.S. (or other territories) export control and economic sanctions laws, rules and regulations, including without limitation the regulations promulgated by the U.S. Department of Commerce’s Bureau of Industry and Security ( “BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control ( “OFAC”) (collectively, “Export Control Laws”). The Employer Candidate agrees to comply with the Export Control Laws as they relate to access to the database and use of the Services, Software and such other components by You. The Employer Candidate shall not access or use the Services if the Employer Candidate is located in or incorporated in any jurisdiction in which the provision of the Services, Software or other components is prohibited under U.S. or other applicable laws or regulations, including without limitation a country or territory that is subject to comprehensive U.S. trade sanctions (including Crimea, Cuba, Iran, North Korea, and Syria) (a “Prohibited Jurisdiction”) and You shall not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (i) You are not named on, or owned or controlled by any party named on, any U.S. government (or other government) list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (ii) You are not a national of, located in, or a company registered in, any Prohibited Jurisdiction; (iii) no service data created or submitted by You is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws; and (iv) You shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which You are located. You further agree that You will not use the Services to disclose, transfer, download, export or re-export, directly or indirectly, any service data to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which You may be subject. You acknowledge that the access to the database and Services and other Software may not be available in all jurisdictions and that You are solely responsible for complying with the Export Control Laws.

      If You are a U.S. federal government department or agency or contracting on behalf of such department or agency, this Services(s) is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of ‘Commercial Computer Software’ and ‘Commercial Computer Software Documentation’ as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services is licensed to You with only those rights as provided under the terms and conditions of these Terms.

    7. Waiver:

      Waiver of any term of the Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of the Agreement.

    8. Entire Agreement:

      The Agreement is the sole agreement of the parties concerning the subject matter hereof, and it supersedes all prior oral or written understandings, communications or agreements between the parties.

    9. Modification:

      No amendment to or modification of the Agreement, in whole or in part, will be valid or binding unless it is in writing and executed by both parties.

    10. Interpretation:

      Any ambiguity in the Agreement shall be interpreted equitably. The headings in the Agreement are inserted for convenience and are not intended to affect the interpretation of the Agreement. In the event of a conflict between these Terms, the Data Privacy Policy including the addendum(s), the Subscription Form and the Service Level Agreement, these Terms shall prevail.

    11. Severability

      Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of the Agreement, and the Agreement will continue in full force and effect without the said provision.

    12. Binding effect:

      By clicking “I Agree” the Employer Candidate shall be bound by the terms of the Agreement and the Agreement shall be deemed to be executed / accepted.

    13. Complaints/Questions:

      In the event the Employer Candidate has any questions or is willing to resister a complaint with respect to the Services provided on the Website, the Employer Candidate shall not hesitate to contact WhiteCrow’s team:

      Email: support@webbtree.com
      Telephone: +91-22-6737911
      Address: A-101/106, SUPREME BUSINESS PARK, HIRANANDANI GARDENS, POWAI, MUMBAI – 400 076

      Email: grievance@webbtree.com
      Telephone: +91-22-67379111
      Address: A-101/106, SUPREME BUSINESS PARK, HIRANANDANI GARDENS, POWAI, MUMBAI – 400 076

    14. Notices:

      Any required notice shall be given in writing by customary means with receipt confirmed at the address of each party as mentioned in this Section. The Notices will be sent by registered post/recognized courier services and/or via email. Notices will be deemed to have been given at the time of actual delivery in person, on the date of the receipt of the delivery in case of registered post/courier service.

      • Notices to WhiteCrow shall be sent to its main address or email address as listed on the Website.
      • Notices to You shall be sent to the address or email address as mentioned in Your account.
    15. Independent Contractor Relationship:

      The relationship between the parties shall be that of independent contractors.

    16. Survival:

      Sections 5 (Term and Termination), 6 (Representation of the Employer Candidate), 8 (Payments and Payment Terms), 9 (Warranty, Disclaimer Of Warranty And Limitation Of Liability), 10 (Confidentiality), 11 (Intellectual Property), 13 (Indemnification) and 14 (Miscellaneous), shall survive the termination of the Agreement.