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).
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.
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”).
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.
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.
LINKS TO OTHER SITES:
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.
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.
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.
TERM AND TERMINATION:
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.
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.
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.
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:
REPRESENTATION OF WHITECROW:
During the subsistence of the Term / Subscription Term, as the case may be, WhiteCrow represents and covenants the following:
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.
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.
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.
WARRANTY, DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY:
DISCLAIMER: LIMITATION OF LIABILITY
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.
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):
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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:
Address: A-101/106, SUPREME BUSINESS PARK, HIRANANDANI GARDENS, POWAI, MUMBAI – 400 076
Address: A-101/106, SUPREME BUSINESS PARK, HIRANANDANI GARDENS, POWAI, MUMBAI – 400 076
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.
Independent Contractor Relationship:
The relationship between the parties shall be that of independent contractors.
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.