Terms and Conditions

Last updated:

August 09, 2022

This Terms and Conditions (“Terms and Conditions / Terms”) displayed on the website operating under the name of ‘www.whitecrow.co’ (“Website”), featuring the portals ‘talent.whitecrow.co’ (“Talent Platform”) and ‘hire.whitecrow.co’ (“Talent Marketplace”) (The Talent Platform and the Talent Marketplace shall hereinafter be collectively referred to as “Portals”), are applicable to:

(i) the candidate accessing/signing-up on the portal ‘talent.whitecrow.co’ / Talent Platform, with the intent to seek job opportunities (“Individual Candidate”); or

(ii) the client and/or the designated employees of such client, subscribing to the portal ‘hire.whitecrow.co’ / Talent Marketplace with the intent to search for appropriate talents from across the internet to suit an employer’s job profile requirements (“Subscribing Client”).

(Hereinafter, the Individual Candidate, and the Subscribing Client shall be collectively referred to as “You / Your”);

The Terms displayed on the Website are construed to be in the nature of an agreement between White Crow Research Private Limited (“WhiteCrow / We”) and You. These Terms govern Your access to the database through the Website and the use of WhiteCrow’s (i.e., the Portals) Software and/or Services (defined as below) by You.

Pursuant to the Terms and Conditions along with the Data Privacy Policy [including addendum(s)], the Service Level Agreement and the Subscription Form (applicable to the Subscribing Client subscribing to the Talent Marketplace), 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 You by WhiteCrow.

BY ACCESSING / SIGNING UP OR SUBSCRIBING TO THE SERVICES PROVIDED BY WHITECROW ON THE WEBSITE / PORTALS, OR ANY CONTENT OR SERVICES PROVIDED ON SUCH SERVICE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND ARE AGREEING TO BE BOUND BY THESE TERMS AND THEREBY ENTERING INTO THE AGREEMENT. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, SUCH AS YOUR EMPLOYER 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 “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.

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

WHITECROW / WEBSITE RESERVES ITS RIGHT TO PERIODICALLY MODIFY / UPDATE THESE TERMS.

SERVICES:
WhiteCrow through the Website and the Portals, provides services pursuant to a “software-as-a-service” (i.e., “SaaS”) delivery model, primarily in the nature of a recruitment market place, under which You use the applicable software components (the “Software”), providing access to database through the Website in addition to providing SaaS services via internet,: (i) on no payment basis by accessing/signing-up on the Talent Platform, in case of an Individual Candidate; or (ii) on a subscription service basis, by entering into and executing a subscription form subscribing to the Services displayed on the Talent Marketplace (“Subscription Form”), in case of the Subscribing Client. Accordingly, during the Term / Subscription Term / Renewal Term / Trial Subscription Term, as the case may be, and subject to the compliance to the provisions of the Agreement, WhiteCrow grants You a non-exclusive, non-transferable, 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 SaaS services, may only be used in support of Your professional/business operations.
“The Portals’ AI engine” is a network of knowledge that stores data on jobs, skills, companies, industries, people, places and more. This enables WhiteCrow / Website to provide a platform, in the nature of the Portals, to identify the right talent / job opportunities and to maximize the scope of utilization of the Website. WhiteCrow may also provide a platform to the customers of WhiteCrow and/or ‘www.whitecrowresearch.com’, collectively known as “Customers”, to reach out to the Individual Candidate on the Talent Platform. WhiteCrow’s Services grant access to the database provided on the Portals through the Website which aids in tracking public profiles to identify and locate appropriate talent from across the internet. WhiteCrow’s sourcing involves pairing of proprietary tech with a human touch to engage and acquire talent from over 20 (twenty) channels. Website’s screening algorithms work on self-reported information, including publicly available information, to identify qualified and relevant talent across the Internet. Such identified and qualified talent (“Potential Candidate”), after being shortlisted by the Subscribing Client, is then contacted and invited to sign-up as an Individual Candidate on the Talent Platform to explore the job opportunities proposed by the Subscribing Client. On the Potential Candidate signing-up on the Talent Platform as an Individual Candidate, the Subscribing Client can then connect with such Potential Candidate as stipulated in this Terms. In addition to the same, the Talent Platform also aids and assists the Individual Candidate using the said portal to display their portfolios to seek appropriate and desired job opportunities. You shall select Your desired criteria and a list of options shall be available to You. To further ease the process, the Individual Candidate shall be free to filter the job opportunities and the Subscribing Client shall be free to filter the potential talents, upon gaining access to the database and use of SaaS (“Service(s) / WhiteCrow’s Services”).
The Website is an extension to the services provided on the portal ‘www.whitecrowresearch.com’, having advanced features enhancing the services available to You
1. The mode of providing the Services on the Portals through the Website:
2. For the Individual Candidate: The Individual Candidate accessing/signing-up to the Services on the Talent Platform will primarily access the Website. The Individual Candidate through the Services provided on the Talent Platform will apply to the jobs: (i) published on the Website, in which case the Customers will have access to the profiles of the Individual Candidate; or (ii) by virtue of accessing/signing-up to the Talent Platform. A talent advocate/consultant of WhiteCrow will approach, coordinate and cooperate with the Individual Candidate using the Services, to apply for the desired job opportunity through the Talent Platform (“Talent Advocate”). The Talent Advocate / Website will seek Individual Candidate’s permission before introducing such candidate either to the Customers or the Subscribing Client reaching out from the Talent Marketplace. In case a Subscribing Client approaches the Individual Candidate with an interview request through the Talent Advocate / Website, such request will appear on the dashboard of the Website and the Individual Candidate will have an option to accept or ignore/reject such request.
3. For the Subscribing Client: The Subscribing Client subscribing to the Services on the Talent Marketplace will primarily access the Website.
  1. In case of Individual Candidate: At the initial stage, the Individual Candidate’s limited profile will be visible to the Subscribing Client and if the Subscribing Client is interested in a particular Individual Candidate’s profile, the Subscribing Client will approach the Talent Advocate / Website with a request for scheduling a job interview with such Individual Candidate. Upon the Individual Candidate’s acceptance of such request, the Subscribing Client will be able to view the complete profile of the Individual Candidate.
  2. In case of Potential Candidate: After identifying the Potential Candidate as a suitable talent for the job opportunity proposed by the Subscribing Client on the Talent Marketplace, on the basis of its analysis and processing of the publicly available information with respect to the Potential Candidate, WhiteCrow / Website will display limited public profile(s) of the Potential Candidate to the Subscribing Client along with certain generic and descriptive information. If the Subscribing Client is interested in a particular Potential Candidate, the Subscribing Client will approach the Talent Advocate / Website with a request for more information on the Potential Candidate. Upon receiving such request from the Subscribing Client, the Talent Advocate / Website will address a communication to the Potential Candidate, informing the Potential Candidate that the Subscribing Client is interested in granting a job opportunity to the Potential Candidate and therefore the Potential Candidate is invited to join the Talent Platform in order to explore the job opportunity (“Invitation”). On receiving the Invitation, the Potential Candidate will be entitled to either accept the Invitation or reject the same. In the event the Potential Candidate accepts the Invitation by signing-up on the Talent Platform the Potential Candidate will transmute into an Individual Candidate. On transmuting into an Individual Candidate such Potential Candidate may, on the request of the Talent Advocate / Website, grant permission to display its complete profile to the Subscribing Client by activating the “View Profile” option as per Section 2.4, below. Upon the grant of such a permission the Subscribing Client will be able to view a complete profile of such Individual Candidate. On viewing such complete profile, if the Subscribing Client is interested in scheduling a job interview with such Individual Candidate, the Subscribing Client will approach the Talent Advocate / Website with a request for scheduling a job interview with such Individual Candidate.
4. Restrictions
  You 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 / Website’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 / Website’s data, as applicable.
  You 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. You will also cooperate with WhiteCrow / Website in establishing a password or other procedures for verifying that, only the authorized users will have access to the Services.
  WhiteCrow / Website reserves the right to remove Your information (in part) provided on the Website /Portals, to the extent as may be required by the applicable law in certain countries.
5. Trial Subscription Term:
  If the client intending to subscribe to the Services on the Talent Marketplace has selected a demonstration subscription/trial subscription/any similar subscription, then, during the Trial Subscription Term (defined as below), WhiteCrow’s Services will be provided to such client on a trial basis which shall be free of cost. After the expiration of the Trial Subscription Term, unless such client chooses to order a paid subscription to WhiteCrow’s Services on the said marketplace, the client’s access to the Talent Marketplace will automatically terminate, subject to Section 4.1 of these Terms.
AUTOMATED PROCESSING:
1. The Portals provide a platform to You by featuring the information provided on the Talent Platform and enabling the display of the same on the Talent Marketplace. The profiles of the Individual Candidate on the Talent Platform may also be accessed by WhiteCrow, to recommend the profiles of such Individual Candidate to the Customers and the Individual Candidate may, by using the Services and with aid of the Talent Advocate / Website, respond to the requests of the Customers, interested in such Individual Candidate. Sharing of such information on the Portals by providing a unified platform may be useful for a comprehensive approach of the Subscribing Client towards a potential talent’s profile, thereby assisting the Subscribing Client to analyze and identify potential talents, and may also assist the Individual Candidate to analyze and identify desired job opportunities, as the case may be.
2. In additional to the above, 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 to collate, scrutinize and analyze the profiles across different publicly available platforms in order to identify and locate the Potential Candidate and to deliver a compiled version of such data, to the Subscribing Client, and to the Customers. Sharing of such compilation of the Potential Candidate’s data with the Subscribing Client, and the Customers may be useful for the Subscribing Client /Customer to analyze and identify such Potential Candidate as a suitable talent for them.
3. Upon identifying a Potential Candidate, WhiteCrow / Website will only display the limited profile(s) of the Potential Candidate along with certain generic and descriptive information collected by WhiteCrow / Website from publicly available information in respect of the Potential Candidate, to the Subscribing Client / Customers.
4. Upon a candidate accessing/signing-up to the Services on the Talent Platform and becoming an Individual Candidate, the said platform will provide an option to the Individual Candidate to activate the “View Profile” option, wherein the Individual Candidate’s profile shall be visible to the Subscribing Client as specifically categorized/identified by the Individual Candidate. If the Individual Candidate does not opt to activate the said option, all the Subscribing Clients will be shown only a limited profile of the Individual Candidate and the complete profile of the Individual Candidate will be shown only upon the Individual Candidate’s acceptance of the interview request of the Subscribing Client.
5. The client merely accessing the information on the Talent Marketplace will initially be able to access only a limited profile of the Individual Candidate seeking job opportunities, and a limited public profile of the Potential Candidate suitable for the job opportunity proposed by such client. However, upon subscribing to the Services on the Talent Marketplace, the Subscribing Client shall be able to unlock the complete profile of the Individual Candidate in the manner as stated in Section 2.4, above and shall also be able make a request to the Talent Advocate / Website for more information with respect to the Potential Candidate in accordance with Section 1.1.2(ii), above, and thereby enhancing the productivity of the Services proved on the Talent Marketplace.
6. In case a Subscribing Client approaches the Individual Candidate with an interview request through the Talent Advocate / Website, such request will appear on the dashboard of the Website and the Individual Candidate will have an option to accept or ignore/reject such request.
7. The Individual Candidate will have to include his/her user profile’s details, including contact information and other personal information in the research conducted by WhiteCrow for Customers/ Subscribing Client upon accepting a request from a Subscribing Client or Customers, subject to the extent as provided in the Data Privacy Policy.
8. WhiteCrow / Website may shortlist and submit the Individual Candidate’s profile’s details in addition to or instead of the details as submitted by such Individual Candidate at the time of accessing/signing-up to the Talent Platform.
9. The Individual Candidate accessing/signing-up to the Services on the Talent Platform, shall also have an option to provide WhiteCrow / Website with the right to access such Individual Candidate’s profiles on the other websites with an intention to grab and drop the particulars including their ‘Curriculum Vitae’ (“CV”), portfolios etc., on the said platform. In the event such Individual Candidate permits such access to WhiteCrow / Website, such activity of WhiteCrow / Website shall not be construed as scrapping of the data of that particular website.
10. It is made expressly clear that, the elements forming part of the compilation of the Individual Candidate’s or the Potential 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 the Individual Candidate or Potential Candidate, as the case may be. WhiteCrow proposes, recommends and anticipates that the Subscribing Client / Customers uses such data, employing the principles and fundamentals of the right to equal employment. WhiteCrow / Website is not responsible for any consequential implications pertaining to the method and manner of use of such data by the Subscribing Client / Customers.
11. WhiteCrow in no event represents that, receiving Invitation/accepting Invitation/accessing/signing-up or subscribing to the Services on the Website / Portals, by You, will guarantee the results as envisaged by WhiteCrow and You.
12. WhiteCrow’s Services are restricted to providing a platform to You in the manner as stipulated under this Terms. Therefore, WhiteCrow is exempted from any responsibility consequential to the business relations established between the: (i) Individual Candidate and the Subscribing Client by using of the Services available on the Portals; and (ii) Individual Candidate and the Customers
LINKS TO OTHER SITES:
The Website and the Portals contains links to third party websites. These links are provided solely for the purpose of Your convenience. WhiteCrow / Website / Portals will provide links to ‘www.whitecrowresearch.com’, which will operate as a ‘helpdesk’ and provide services to You, in any event You encounter issues with respect to: (i) the Services provided on the Website / Portals; or (ii) the terms of the Agreement. WhiteCrow / Website / Portals will also provide links to third party websites including but not limited to ‘WhiteCrow’ group entities (“Sites”). The Sites can also be accessed by You, at Your discretion, to use other services provided on these Sites to aid and help in achieving their desired outcome. The Website and the Portals may also contain links to other websites, with an intent to give access to the landing page of ‘LinkedIn’, ‘Indeed’ etc.
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 an Individual Candidate or a Potential Candidate, to ease and assist the Subscribing Client to analyze and identify potential talents and/or desired job opportunities for such talents, as the case may be, from across the internet. The grab and drop feature is provided solely to ease the capture of information for an instance identified by the Subscribing Client / Customers from a particular website and is not provided or intended to be provided for ‘bulk scrapping’ of information by the Subscribing Client / Customers.
WhiteCrow / Website will not be responsible for the content of the Sites or the other websites to which the Website and the Portals provides links to and does not make any representations regarding the content or accuracy of the materials provided on such Sites or the other websites. If You decide to access such Sites or the other websites, You do so at Your own risk.
TERM AND TERMINATION:
1. The term and termination applicable to You under the Agreement shall be as under:
  - For the Individual Candidate: The Agreement will commence on the ‘effective date’, i.e., the date of accessing/signing-up of the Individual Candidate on the Talent platform, which will be effective until the Individual Candidate deactivates the account and thereby discontinues accessing to the Services offered on the said Talent platform.(“Term”).
  - For the Subscribing Client: The Agreement will commence on the ‘effective date’, i.e., the date as reflected on the Subscription Form, upon the Subscribing Client subscribing to the portal ‘hire.whitecrow.co’, 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”).
  Upon the end of the Subscription Term, the Agreement with respect to the Subscribing Client may further continue to be in effect on an automatic renewal basis (“Renewal Term”), unless the Subscribing Client or WhiteCrow 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) under this Section will be given in accordance with Section 12 (Miscellaneous) of these Terms.
  Notwithstanding anything to the contrary in the Agreement, post expiry or pre-determination of the Subscription Term / Renewal Term / Term / Trial Subscription Term, as the case may be, You may at the discretion of WhiteCrow, continue to have access to the Portals through the Website for a duration of 15 (fifteen) days, solely for the purpose of accessing and retrieving their data to the extent as permitted under the Data Privacy Policy.
2. Notwithstanding the forgoing, the Term shall remain effective unless terminated earlier in accordance with the Agreement, subject to a notice of such termination provided in accordance with Section 12 (Miscellaneous).
  
  In the event of a notice of termination provided by WhiteCrow or the Subscribing Client (in accordance with Section 4.1), as the case may be, 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 12 (Miscellaneous). If the client intending to subscribe has selected a demonstration subscription/trial subscription/any similar subscription, which shall be for a duration as will be mentioned on the Talent Marketplace for the demonstration of the Services (“Trial Subscription Term”), then, the Agreement will commence on the date WhiteCrow’s Services are first made available to the such client and will terminate immediately upon the expiry of the Trial Subscription Term, if such client 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 client in this respect.
3. Material breach:
  WhiteCrow or You i.e., the non-defaulting party may terminate the Agreement upon written notice if the defaulting party breaches any material provision of the Agreement and fails to correct such breach within 7 (seven) working days after receipt of written notice of such breach. In case of the Subscribing Client, the failure to make payment when due shall also constitute a material breach of the Agreement on the part of such Subscribing Client. Unless the payment has been made, WhiteCrow through the Website / Portals reserves the right to suspend such Subscribing Client’s access to the Services, subject to Section 4.1 above: (a) immediately upon termination as stated in Section 4.6(i) below; or (b) in case of auto-renewal of the Services, after 7 (seven) days of such payment has become due and payable.
4. Suspension:
  Notwithstanding anything to the contrary in the Agreement, WhiteCrow through the Website / Portals may impose limitations on usage, and/or temporarily suspend Your 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; or (ii) Your use of the Services abuses, disrupts or poses a security risk to the Services or to any other user of the Services. As stated in Section 4.4, above, WhiteCrow through the Website / Portals may also suspend the Services of the Subscribing Client, 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 4.4 above or reinstate the Services to You. WhiteCrow will have no liability for any damages, liabilities, losses (including any loss of data or profits), or any other consequences that You may incur as a result of such suspension of the Services.
5. Effect of Termination:
  Subject to Section 4.1 above, upon the expiration of the Subscription Term / Renewal Term / Term / Trial Subscription Term, as the case may be, or pre-determination of the Agreement for any reason: (i) Your right to access and use the Services on the Website will automatically terminate; (ii) the profile of the Individual Candidate shall be deleted from the Website / Talent Platform within a reasonable time period; (iii) all outstanding payment obligations of the Subscribing Client will become due and payable immediately; and (iv) 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 Subscribing Client in accordance with Section 2 (Automated Processing) of these Terms; and (b) Your data as retained and collected during the Subscription Term / Renewal Term / 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 Subscribing Client, with a copy of the information shared directly by the Subscribing Client with WhiteCrow / Website, while WhiteCrow / Website will have the right to retain its data sourced from the Services provided on the Website/ Portals, for perpetuity.
PAYMENT AND PAYMENT TERMS FOR THE SUBSCRIBING CANDIDATE:
The Subscribing Client will pay WhiteCrow through the Website, the applicable fees subject to the duration of the subscription as stated in Section 4.1(b), above, for the Subscription Term as described on the Talent Marketplace, in accordance with the terms of the Agreement. WhiteCrow through the Website/ Talent Marketplace, reserves the right to revise / modify the fees payable by the Subscribing Client (mentioned on the said marketplace) for the applicable Subscription Term and/or Renewal Term.
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/ Talent Marketplace, reserves the right to charge the Subscribing Client 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 12 (Miscellaneous) of these Terms.
  In the event the Subscribing Client 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 / Portals reserves the right to suspend the Subscribing Client’s access to the Services.
2. Taxes
  Any amount payable hereunder are exclusive of all the applicable taxes and the Subscribing Client shall be responsible for payment of all the applicable taxes. Subscribing Client 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 the Subscribing Client’s 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.
REPRESENTATION OF THE CANDIDATES:
1. During the subsistence of the Term, the Individual Candidate, represents and covenants the following:
  1. The Individual Candidate, represents to be 18 (eighteen) years (“Minimum Age”) or older to register/access/sign-up on the Talent Platform and use the Services provided thereupon. However, if any applicable law requires that the Individual Candidate must be older i.e., more than 18 (eighteen) years, in order for WhiteCrow to lawfully provide the Services to the Individual Candidate on the Talent Platform (including using of the Individual Candidate’s personal data) then the Minimum Age is such older age.
  2. The Individual Candidate undertakes to provide adequate and authentic information to access, use and manage its account on the Talent Platform, 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 12 (Miscellaneous), from time to time.
  3. The Individual Candidate shall provide accurate and authentic information for accessing/signing-up on the Talent Platform, including but not limited to real name, active email ID, citizenship, other information necessary for the profile etc., and to keep WhiteCrow updated of any change during the Term.
  4. The Individual Candidate represents and undertakes to include his/her user profile’s details, including contact information in the research conducted by WhiteCrow for its Customers/ Subscribing Client upon accepting a request from a Subscribing Client or Customers, subject to the extent as provided in the Data Privacy Policy.
  5. The Individual Candidate agrees and represents that his/her data will be accessed by Customers as well as the Subscribing Client.
  6. The Individual Candidate shall make its information available for viewing on the Talent Platform, save to the extent that the Individual Candidate may have instructed WhiteCrow / Website to restrict viewing options.
  7. The Individual Candidate will communicate, cooperate and coordinate with the Talent Advocate / Website to submit requests for desired job opportunities and accept or reject/ignore the requests of Customers and/or Subscribing Client and agrees to do so within a reasonable period of time, not exceeding 3 (three) working days.
  8. The Individual Candidate upon permitting WhiteCrow / Website to access such Individual Candidate’s profiles on the other websites, WhiteCrow / Website shall have the right to grab the data from such websites.
  9. The Individual Candidate upon exercising an option to activate the ‘view profile’ option on the Talent Platform, WhiteCrow / Website shall have the right to display the Individual Candidate’s profile to the Subscribing Client as specifically categorized/identified by the Individual Candidate.
2. During the subsistence of the Subscription Term / Renewal Term, including a Trial Subscription Term, as the case may be, the Subscribing Client represents and covenants the following:
  1. The Subscribing Client is authorized to access, use and manage its account on ‘hire.whitecrow.co’.
  2. The Subscribing Client undertakes to provide adequate information of the designated employees of the Subscribing Client authorized to access, use and manage its account on the Talent Marketplace, 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 12 (Miscellaneous), from time to time.
  3. The Subscribing Client will communicate, cooperate and coordinate with the Talent Advocate / Website to submit requests to the Individual Candidate on the Talent Platform.
  4. The Subscribing Client agrees and acknowledges that, the public profile(s) along with the generic and descriptive information, of the Potential Candidate, displayed by WhiteCrow / Website to the Subscribing Client are obtained and collated by WhiteCrow / Website, for its legitimate business purposes, from information which the Potential Candidate has made publicly available.
  5. During the subsistence of the Term / Subscription Term / Renewal Term / Trial Subscription Term, as the case may be, You additionally represent and covenant the following:
  6. You represent, warrant and covenant that, You 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. You further represent, warrant and covenant that, You, in performance of Your obligations and/or exercise of Your rights pursuant to the Agreement, will comply with all applicable laws and regulations. You further acknowledge that, any fraudulent, abusive, or otherwise illegal activity on Your account, may be a ground for termination of the Agreement.
  7. You shall keep Your credentials confidential and not permit any third party to use such credentials at any time.
  8. In the event You upload any details pertaining to any of Your social media accounts to the profile, WhiteCrow / Website shall have the right to view any public content within such social media accounts without Your express consent.
  9. Only You shall use Your unique login information such as usernames and passwords (“User Login”).
  10. Without prejudice to WhiteCrow’s representation under Section 7 (Representation Of WhiteCrow) of these Terms, You are solely responsible for the confidentiality of Service data and User Login at your end.
  11. In the event Your User Login is compromised in any manner, You undertake that You shall solely be responsible for all activities that occur under Your account, unless You notify WhiteCrow of any such compromise / unauthorized use or suspicious activity in Your 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 You 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 Subscribing Client notifying of such compromise / unauthorized use or suspicious activity, under this Section, WhiteCrow / Website shall provide backup of such data to the Subscribing Client.
    
    You shall resort to the options provided on the Website / Portals such as ‘Forgot Password’ etc., and/or promptly contact WhiteCrow as stated in Section 12 (Miscellaneous), in the event of any compromise of the Your User Login.
  12. You represent that, You shall not hold WhiteCrow liable for any damage or loss that may result from Your failure to protect Your User Login, irrespective of any intimation given by You in accordance to Section 6.3.6, above.
  13. You represent, warrant and covenant that, You shall not override or bypass any security features on the Website.
  14. You further represent, warrant and covenant that, You shall provide WhiteCrow / Website any additional information or documents as and when demanded by WhiteCrow / Website, to support or supplement the information which You have provided upon accessing/signing-up or subscribing to the Services on the Website.
  15. You agree to be solely responsible for the contents of its 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.
REPRESENTATION OF WHITECROW:
During the subsistence of the Term / Subscription Term / Renewal 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 / Renewal 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 12 (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 Subscribing Client in accordance with Section 2 (Automated Processing) of these Terms and (ii) Your data as retained and collected during the Term / Subscription Term / Renewal Term, as the case may be, by WhiteCrow.
WARRANTY, DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY:
1. WhiteCrow warrants to use commercially reasonable efforts to provide Services throughout the Term / Subscription Term / Renewal Term, as the case may be, to You, in accordance with the Agreement. In the event that WhiteCrow breaches the above warranty, You 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 12 (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 8.1, above, You 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 You fail to notify such breach within the stipulated time as mentioned in Section 8.1, 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
  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 OTHER PARTY 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 THE SUBSCRIBING CLIENT 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 OR (iii) IN CASE OF THE INDIVIDUAL CANDIDATE INR 7,000/- (INDIAN RUPEES SEVEN THOUSAND ONLY). THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
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; (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; or (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 You, WhiteCrow’s / Website’s data sourced from the Services provided on the Website, is the Confidential Information of WhiteCrow, and Your data shared directly by You with WhiteCrow / Website, is Your Confidential Information. The terms of the Agreement are 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 You as customers (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 9 (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 9 (Confidentiality) and that the remedies of injunction, specific performance and other equitable remedies are appropriate for any threatened or actual breach of such Sections.
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 / Portals and the content or material published on it. All the rights not expressly mentioned and/or provided to You 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 /Portals or otherwise use any suggestions, enhancement requests, recommendations or other feedback that WhiteCrow receives from You.
4. The Agreement does not grant You: (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.
INDEMNIFICATION:
1. Indemnity on behalf of the Candidates:
  You will defend, indemnify, hold WhiteCrow, its affiliates, and their respective agents, employees, officers and directors harmless from and against any direct or indirect loss, damage, 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, (iii) any claim that Your data or other materials infringe any rights of any third party, or (iv) for any breach of the representation and covenants on Your behalf as stipulated in these Terms.
2. Indemnity on behalf of WhiteCrow:
  Subject to Section 8.4, above, WhiteCrow shall (i) defend, or at its option settle, any claim brought against You by a third party to the extent it alleges that Your use of the WhiteCrow’s Service as authorized 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 8.4, 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 You for any claim, in the event You notified WhiteCrow of such claim, after the expiry of 60 (sixty) days from the end of the Term / Subscription Term / Renewal 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.
MISCELLANEOUS:
1. Assignment:
  Neither party may assign the Agreement nor any of its rights or obligations under the Agreement without the prior written consent of the other party, except that WhiteCrow may assign the Agreement to its affiliates or any third parties without Your written consent as part of a corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to the Agreement or pursuant to any other transaction or series of transactions.
2. Force Majeure:
  Except for the Subscribing Client’s obligation to make the payment as stipulated in Section 5 (Payment And Payment Terms For The Subscribing Client), 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 / Portals may not be legal for certain persons or in certain countries. If You are accessing the Website / Portals from outside of India, You are doing so at its own risk and are 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 12.4 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 12.4 of these Terms.
  3. Subject to Section 12.3 (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 12.4.2 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:
  You agree 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/Portals or make available to You 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”). You agree 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. You shall not access or use the Services if You are 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 the Subscribing Client is 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 the Subscribing Client 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” You 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 You have any questions or are willing to resister a complaint with respect to the Services provided on the Website / Portals, You shall not hesitate to contact WhiteCrow’s team:
  - Email: support@whitecrow.co
    
    Telephone: +91-22-69229111
    
    Address: Supreme Business Park, 1002, B Wing, 10th Floor, Hiranandani, Powai, Mumbai, Maharashtra, 400076
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, or 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 / Portals.
  - 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 4 (Term and Termination), 5 (Payment And Payment Terms For The Subscribing Client), 6 (Your Representation), 8 (Warranty, Disclaimer Of Warranty And Limitation Of Liability), 9 (Confidentiality), 10 (Intellectual Property), 11 (Indemnification) and 12 (Miscellaneous), shall survive the termination of the Agreement.