Terms of Service for Placify

Parent Company: EverAdNet Solutions Limited
Registration No.: U74999UP2018PLC110705
Legal Entity Type: Private Limited Company

Last updated: April 17, 2025
Effective Date: April 17, 2025

1. Introduction and Binding Agreement

1.1 These Terms of Service ("Terms," "Agreement," or "TOS") constitute a legally binding contract between you ("User," "Customer," "Licensee," "you," or "your") and EverAdNet Solutions Limited ("EverAdNet," "Company," "Licensor," "we," "us," or "our"), governing your access to and use of Placify, a recruitment‑automation platform ("Placify," "Platform," or the "Service").

1.2 By accessing, registering for, or using the Service in any manner whatsoever, including but not limited to visiting or browsing the website, registering an account, or utilizing any functionalities offered through the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

1.3 If you are accessing or using the Service on behalf of a business entity, you represent and warrant that: (i) you have the necessary authority to bind such entity to these Terms; (ii) your business entity accepts these Terms; and (iii) both you and your business entity will be jointly and severally liable for any violations.

1.4 IF YOU DO NOT AGREE WITH ANY PROVISION OF THESE TERMS, YOU MUST IMMEDIATELY DISCONTINUE ACCESS TO AND USE OF THE SERVICE.

2. Definitions and Interpretations

For the purposes of these Terms, the following terms shall have the meanings assigned to them below:

2.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the shares, equity interest, or other securities entitled to vote for the election of directors or other managing authority.

2.2 "Authorized User" means any individual who is authorized by you to access and use the Service under your account, including your employees, consultants, contractors, and agents.

2.3 "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, technical data, product ideas, customer lists, personnel data, and financial information.

2.4 "Content" means all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials of any type or nature submitted to, uploaded to, or otherwise made available through the Service.

2.5 "Credits" means the prepaid digital units purchased by you that are consumed upon performance of specific tasks or operations within the Service according to the rates specified in the Platform.

2.6 "Documentation" means the user guides, online help, release notes, training materials, and other materials provided or made available by EverAdNet to you that describe the functionality, components, features, or requirements of the Service.

2.7 "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

2.8 "Personal Data" means any information relating to an identified or identifiable natural person, as further defined under applicable data protection laws, rules, or regulations.

2.9 "Service Data" means electronic data, information, or material that is collected, generated, or submitted by you or your Authorized Users in the course of using the Service.

2.10 "Third-Party Providers" means external service providers integrated with the Service for AI processing, data storage, or other functionality, including but not limited to OpenAI (GPT), Groq, Google Gemini, Voyage AI, and Zilliz.

2.11 "User" or "you" means any individual or entity that accesses or uses the Service, including Authorized Users.

2.12 In these Terms: (i) the headings are for convenience only and shall not affect interpretation; (ii) the words "include," "including," and "such as" shall be deemed to be followed by "without limitation"; (iii) any reference to "days" means calendar days unless specified as "business days"; and (iv) any reference to any statute, regulation, or law includes amendments thereto and any successor provisions.

3. Acceptance and Modifications of Terms

3.1 Acceptance

3.1.1 You accept and agree to these Terms by: a. Creating an account on the Platform; b. Clicking any button or checkbox indicating your acceptance (such as "I Agree," "I Accept," or similar affirmative indicators); c. Executing a written contract that references these Terms; or d. Otherwise accessing, installing, or using the Service.

3.1.2 If you do not have the legal authority to bind yourself or the entity you represent to these Terms, you must not accept these Terms or access or use the Service.

3.1.3 These Terms, together with any Order Forms, Service Level Agreements, Data Processing Addenda, and Privacy Policy, constitute the entire agreement between you and EverAdNet regarding the Service, superseding any prior agreements, communications, or proposals (whether oral, written, or electronic) between you and EverAdNet regarding the Service.

3.2 Modifications to Terms

3.2.1 EverAdNet reserves the right, at its sole discretion, to modify, replace, or update these Terms at any time. The most current version will always be posted on the Platform.

3.2.2 Material Changes: For changes that materially reduce your rights or increase your obligations under these Terms, EverAdNet will provide notification via: a. Email to the primary email address associated with your account; b. Prominent in-application notification; or c. Other reasonable means designed to bring the changes to your attention.

3.2.3 Notice Period: Material changes will become effective no less than thirty (30) days after such notification ("Notice Period"), except: a. When required by applicable law, legal process, or regulatory authority; b. To address an emergency or threat to security or system integrity; or c. To address intellectual property or service integrity issues.

3.2.4 Continued Access: Your continued access to or use of the Service after the Notice Period constitutes your binding acceptance of the modified Terms.

3.2.5 Objection to Changes: If you object to any changes, your sole recourse is to discontinue use of the Service. By continuing to access or use the Service after the effective date of any changes, you agree to be bound by the modified Terms.

4. Account Registration, Management, and Security

4.1 Registration Process

4.1.1 To access and use certain features of the Service, you must create a registered account by: a. Providing complete and accurate registration information as prompted; b. Selecting a unique username and secure password; and c. Completing any verification processes we may require.

4.1.2 EverAdNet reserves the right to reject any registration application in its sole discretion.

4.2 Eligibility Requirements

4.2.1 By creating an account and using the Service, you represent and warrant that: a. You are at least eighteen (18) years of age; b. You have the legal capacity to enter into binding contracts; c. You have not previously been suspended or removed from the Service; and d. Your registration and use of the Service will not violate any applicable laws or regulations.

4.2.2 If you are using the Service on behalf of an entity, you further represent and warrant that: a. You are authorized to act on behalf of such entity; b. You have the authority to bind such entity to these Terms; and c. The entity agrees to be responsible for the activities of all users accessing the Service through the entity's account.

4.3 Account Information and Maintenance

4.3.1 You agree to: a. Provide true, accurate, current, and complete information about yourself as prompted during registration; b. Maintain and promptly update your registration information to keep it true, accurate, current, and complete; c. Maintain the security and confidentiality of your login credentials and any other information required to access your account; and d. Notify EverAdNet immediately of any unauthorized use of your account or any other breach of security.

4.3.2 You acknowledge that if you provide any information that is untrue, inaccurate, outdated, or incomplete, or if EverAdNet has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, EverAdNet may suspend or terminate your account and refuse any and all current or future use of the Service.

4.4 Account Security and Access Controls

4.4.1 You are solely responsible for: a. Maintaining the confidentiality and security of your account credentials; b. Restricting access to your account from unauthorized parties; c. Ensuring that all activities occurring under your account comply with these Terms; and d. Notifying EverAdNet immediately of any breach of security or unauthorized use of your account.

4.4.2 You acknowledge and agree that: a. EverAdNet will not be liable for any loss or damage arising from your failure to comply with this section; b. Any person using your account credentials will be deemed to have been authorized by you; and c. You will be liable for any losses, damages, liability, expenses, and fees incurred by EverAdNet or a third party due to someone else using your account, regardless of whether you authorized such use.

4.5 Multi-User Accounts and Administrator Responsibilities

4.5.1 If you create an organization account with multiple user profiles, the account administrator: a. Is responsible for managing access rights for all users; b. Must ensure all users comply with these Terms; c. Must promptly disable access for terminated employees or contractors; and d. Assumes responsibility for all actions taken by users under the organization account.

4.6 Account Suspension and Termination

4.6.1 EverAdNet reserves the right to suspend or terminate your account access and use of the Service, in whole or in part, without notice and liability, for any reason, including if EverAdNet determines, in its sole discretion, that: a. You have violated these Terms; b. You have engaged in fraudulent, deceptive, or illegal activities; c. You have provided false or misleading information; d. Your use of the Service poses a security risk or may harm EverAdNet or other users; e. You have failed to pay any fees when due; or f. You have been inactive for an extended period.

4.6.2 You may terminate your account at any time by: a. Following the account termination procedures specified within the Platform; b. Sending a written account termination request to [email protected]; or c. Contacting customer support through the designated channels.

5. Service Access, License, and Restrictions

5.1 Service License Grant

5.1.1 Subject to your compliance with these Terms and payment of applicable fees, EverAdNet grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: a. Access and use the Service for your internal business purposes; b. Allow Authorized Users to access and use the Service in accordance with these Terms; c. Access and use any application programming interfaces ("APIs") provided as part of the Service in accordance with any applicable API documentation; and d. View, download, and use Documentation provided by EverAdNet in connection with your permitted use of the Service.

5.1.2 This license is conditional upon your continued compliance with these Terms and will terminate automatically upon termination of this Agreement.

5.2 Service Availability and Modifications

5.2.1 EverAdNet will make the Service available in accordance with the Service Level Agreement set forth in Section 8.

5.2.2 EverAdNet reserves the right to make modifications to the Service at any time, including but not limited to: a. Modifying, suspending, or discontinuing any function, feature, or aspect of the Service; b. Establishing new limits on the Service, including limits on file storage, processing capacity, or usage; c. Requiring the installation of updates or new versions for continued access; and d. Changing third-party integrations or dependencies.

5.2.3 EverAdNet will use commercially reasonable efforts to provide notice of material modifications to the Service when practicable but is not obligated to do so for minor updates, bug fixes, or emergency maintenance.

5.3 Use Restrictions

5.3.1 You shall not, and shall not permit any Authorized User or third party to: a. Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or attempt to discover the source code or algorithms of the Service, except to the extent expressly permitted by applicable law; b. License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit the Service or make it available to any third party, except as expressly permitted by these Terms; c. Use the Service to store or transmit infringing, libelous, unlawful, or tortious material, or material in violation of third-party privacy or intellectual property rights; d. Use the Service to store or transmit malicious code, viruses, Trojan horses, worms, or similar harmful programs; e. Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein; f. Attempt to gain unauthorized access to the Service or its related systems or networks; g. Access or use the Service for competitive analysis, benchmarking, or development of a competing product or service; h. Use automated scripts, bots, or other automated tools to access or interact with the Service, except as expressly permitted through published APIs; i. Remove or alter any proprietary notices or markings on the Service or Documentation; j. Exceed any rate limits or quotas specified in the Documentation or applicable Order Form; k. Use the Service in any manner that could damage, disable, overburden, or impair EverAdNet's servers or networks; l. Use the Service to engage in spamming, chain letters, or similar activities; or m. Encourage or enable any other individual or entity to do any of the foregoing.

5.3.2 EverAdNet reserves the right to monitor compliance with these restrictions and to take appropriate action, including suspension or termination of access, for violations.

5.4 Third-Party Services and Content

5.4.1 The Service may contain links to or integrate with third-party websites, services, or content that are not owned or controlled by EverAdNet.

5.4.2 You acknowledge and agree that: a. EverAdNet has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party services; b. Your use of such third-party services may be subject to additional terms and conditions imposed by the third-party provider; c. EverAdNet shall not be liable for any damage or loss caused or alleged to be caused by or in connection with your use of such third-party services; and d. You are solely responsible for backing up your data when using third-party integrations.

5.5 Authorized User Access

5.5.1 You may permit Authorized Users to access and use the Service through your account, provided that: a. You ensure each Authorized User complies with these Terms; b. You remain responsible and liable for all actions and omissions of your Authorized Users; c. You immediately notify EverAdNet of any unauthorized use or access; and d. You take appropriate measures to ensure that Authorized Users maintain the confidentiality of their access credentials.

5.5.2 EverAdNet reserves the right to restrict, suspend, or terminate an Authorized User's access without liability where EverAdNet reasonably believes such Authorized User has violated these Terms.

6. Service Overview and Functionality

6.1 Core Platform Features

6.1.1 Placify's AI-driven recruitment automation platform includes the following primary modules and functionalities: a. Applicant Tracking System (ATS): A comprehensive candidate management system that organizes, tracks, and monitors candidate progress through custom recruitment pipelines. b. Job Description (JD) Creation: AI-assisted tools for creating, editing, and optimizing professional job descriptions with industry-specific templates and language suggestions. c. Resume Parsing & Candidate Matching: Automated extraction of relevant information from resumes and intelligent matching against job requirements using AI-powered algorithms. d. Bulk Processing & Analytics: Tools for processing multiple candidates simultaneously and generating detailed analytics on recruitment metrics and performance indicators. e. Custom Reports & Insights: Customizable reporting features with actionable insights, trend analysis, and pipeline optimization recommendations. f. Credit-based Usage Model: A flexible consumption-based pricing model where users purchase credits that are expended when using specific platform features.

6.2 Service Tiers and Feature Availability

6.2.1 EverAdNet may offer multiple service tiers with varying features, functionality, and credit requirements. The specific features available to you depend on your purchased service tier and available credit balance.

6.2.2 Certain premium features may require additional credits or may only be available to users who have purchased specific service tiers or add-on packages.

6.3 Technical Requirements

6.3.1 You are responsible for obtaining and maintaining all hardware, software, communications equipment, and network connections necessary to access and use the Service.

6.3.2 The Service is designed to function optimally with current versions of major web browsers. EverAdNet does not guarantee compatibility with all browser versions or mobile operating systems.

6.4 Service Evolution and Roadmap

6.4.1 EverAdNet is committed to continuously improving the Service and may, at its sole discretion: a. Add new features, functionality, or integrations; b. Modify or enhance existing features based on user feedback, technological advancements, or industry trends; c. Deprecate or remove features that are outdated, underutilized, or no longer aligned with the platform's strategic direction; and d. Share a general product roadmap, which shall not constitute a binding commitment to deliver any specific feature by a particular date.

7. Credits System, Billing, and Payment Terms

7.1 Credits System Overview

7.1.1 No Subscription Model: The Service operates on a credit-based consumption model rather than a recurring subscription model. You may purchase credits as needed without any automatic renewal obligations.

7.1.2 Credit Definition: Credits are the digital units of value within the Platform that are consumed when performing specific operations or tasks. Each operation type has a designated credit cost, which may vary based on complexity, computational resources required, and other factors.

7.1.3 Credit Purchase Process: Credits may be purchased through the Platform using approved payment methods. Upon successful payment processing, the purchased credits will be added to your account balance and available for immediate use.

7.1.4 Credit Validity Period: All credits expire twelve (12) months from the date of purchase, regardless of usage. Expired credits cannot be refunded, extended, or transferred.

7.1.5 Credit Balance Notifications: EverAdNet will provide notifications when your credit balance reaches certain thresholds (e.g., 20%, 10%, 5% of initial purchase) to help you manage your usage and avoid service interruptions.

7.2 Credit Costs and Consumption

7.2.1 Operation Costs: Each operation within the Platform consumes a specific number of credits, including but not limited to: a. Job Description Creation: 30 credits per standard JD b. Resume Parsing: 10 credits per resume c. Candidate-Job Matching: 20 credits per matching operation d. Custom Report Generation: 40 credits per comprehensive report e. Bulk Processing: Variable based on volume and complexity

7.2.2 Cost Transparency: Current credit costs for all operations are clearly displayed in the Platform's pricing section and within the user interface before initiating any credit-consuming operation.

7.2.3 Cost Modifications: EverAdNet reserves the right to modify the credit costs for any operation with at least thirty (30) days' prior notice. Such modifications will not affect operations performed prior to the effective date of the change.

7.2.4 Special Operations: Certain high-complexity or resource-intensive operations may require additional credits or special authorization.

7.3 Payment Processing and Security

7.3.1 Supported Payment Methods: EverAdNet accepts payment via major credit cards, debit cards, and select digital payment platforms as specified in the Platform.

7.3.2 Payment Processing: All payments are processed through industry-standard secure payment processors. EverAdNet does not directly store, process, or transmit credit card information.

7.3.3 Payment Security: All payment transactions are encrypted using industry-standard protocols. EverAdNet maintains compliance with applicable Payment Card Industry Data Security Standards (PCI DSS).

7.3.4 Currency: All prices are listed in Indian Rupee (INR) unless explicitly stated otherwise for specific regions.

7.3.5 Payment Verification: EverAdNet reserves the right to verify payment information and refuse or cancel credit purchases in cases of suspected fraud, illicit activity, or payment disputes.

7.4 Enterprise Accounts and Custom Pricing

7.4.1 Enterprise Solutions: Organizations requiring high-volume processing or specialized features may contact EverAdNet to discuss enterprise pricing models, which may include: a. Custom credit packages with volume discounts; b. Extended credit validity periods; c. Reserved computational resources; and d. Custom feature development or priority feature requests.

7.4.2 Custom Agreements: Enterprise customers may enter into separate written agreements with EverAdNet that supersede or supplement these Terms with respect to pricing, credit structure, and service commitments.

8. Service Level Commitments and Technical Support

8.1 Service Level Agreement

8.1.1 Uptime Commitment: EverAdNet commits to providing a Service availability uptime of 99.99% per calendar month, excluding: a. Scheduled maintenance windows with at least forty-eight (48) hours advance notice; b. Emergency maintenance required to address critical security vulnerabilities or system failures; c. Force majeure events as defined in Section 18; d. Issues arising from third-party service providers beyond EverAdNet's direct control; e. Your equipment, software, network connections, or other infrastructure issues; and f. Your violation of these Terms or misuse of the Service.

8.1.2 Calculation Methodology: Service availability percentage is calculated monthly as: (Total Minutes in Month - Downtime Minutes) ÷ (Total Minutes in Month) × 100.

8.1.3 Monitoring and Reporting: EverAdNet employs industry-standard monitoring tools to track Service availability and performance metrics. Status updates during significant incidents will be provided through the designated status page or other communication channels.

8.2 Maintenance Windows

8.2.1 Scheduled Maintenance: EverAdNet may perform scheduled maintenance during which the Service may be unavailable or operate with limited functionality. EverAdNet will provide at least forty-eight (48) hours advance notice for scheduled maintenance.

8.2.2 Emergency Maintenance: In exceptional circumstances requiring immediate action to protect the Service, user data, or system security, EverAdNet may perform emergency maintenance with reduced or no advance notice. EverAdNet will make commercially reasonable efforts to minimize disruption and provide post-incident explanations.

8.3 Technical Support Services

8.3.1 Support Channels: EverAdNet provides technical support through the following channels: a. Email support at [email protected]; b. In-app ticketing system; and c. Self-service knowledge base and documentation.

8.3.2 Support Hours: Standard support is available during business hours (9:00 AM to 6:00 PM IST, Monday through Friday, excluding Indian national holidays). Enterprise customers may receive extended support hours as specified in their custom agreements.

8.3.3 Response Time Commitments: a. Critical Issues (Service unavailability or severe functional impairment affecting multiple users): Initial response within four (4) business hours. b. High Priority Issues (Significant feature malfunction affecting productivity): Initial response within eight (8) business hours. c. Medium Priority Issues (Limited feature malfunction with workarounds available): Initial response within sixteen (16) business hours. d. Low Priority Issues (Minor issues, general inquiries, or feature requests): Initial response within twenty-four (24) business hours.

8.3.4 Issue Resolution: EverAdNet will make commercially reasonable efforts to provide workarounds or permanent solutions for validated issues, prioritizing based on severity, impact, and technical complexity.

8.4 Service Credits for Non-Compliance

8.4.1 Eligibility: If EverAdNet fails to meet the Service availability commitment in Section 8.1.1 in any calendar month, you may be eligible for service credits if you: a. Have an active account in good standing; b. Submit a credit request within thirty (30) days of the end of the affected month; and c. Provide reasonable documentation confirming the Service unavailability.

8.4.2 Credit Calculation: Eligible service credits will be equal to five percent (5%) of the credits consumed during the affected month for each full or partial hour of Service unavailability below the committed level.

8.4.3 Credit Application: Approved service credits will be added to your account within fifteen (15) business days of approval and will be valid for ninety (90) days from issuance.

8.4.4 Exclusive Remedy: The issuance of service credits constitutes your sole and exclusive remedy for EverAdNet's failure to meet Service availability commitments.

9. Billing, Refunds, and Financial Terms

9.1 Billing Model

9.1.1 On-Demand Purchases: The Service operates exclusively on an on-demand credit purchase model. You may purchase credits as needed without any recurring billing or automatic renewals.

9.1.2 Purchase Confirmation: Upon each credit purchase, you will receive an electronic receipt and confirmation of the added credits to your account.

9.1.3 Account History: A complete history of credit purchases, consumption, and balance is available in your account dashboard.

9.2 No Refund Policy

9.2.1 No Refunds: All purchases of credits are final and non-refundable. Once credits are purchased, we do not provide refunds under any circumstances.

9.2.2 Acknowledgment: By purchasing credits, you acknowledge and agree that you will not be eligible for a refund regardless of whether the credits have been used or not.

9.2.3 Exceptions: EverAdNet reserves the sole discretion to consider exceptions to this no-refund policy only in cases of: a. Unauthorized or fraudulent charges that you did not approve; b. Duplicate charges for the same transaction; or c. As otherwise required by applicable law.

9.2.4 Credit Adjustments: In lieu of refunds, EverAdNet may, at its sole discretion, provide account credits or adjustments in exceptional circumstances. Any such accommodation does not constitute a waiver of this no-refund policy for future purchases.

9.3 Chargebacks and Disputes

9.3.1 Chargeback Consequences: Initiating a payment chargeback through your payment provider rather than working directly with EverAdNet support will result in: a. Immediate suspension of your account access; b. Freezing of any remaining credits; c. Potential permanent termination of your account; and d. Possible reporting to credit bureaus or collection agencies.

9.3.2 Dispute Resolution: You agree to make good faith efforts to resolve any billing disagreements directly with EverAdNet before initiating a chargeback with your payment provider.

9.4 Taxes and Regulatory Fees

9.4.1 Tax Responsibility: All fees and charges for the Service are exclusive of all taxes, levies, or duties imposed by taxing authorities. You are solely responsible for payment of all such taxes, levies, or duties.

9.4.2 Tax Collection: EverAdNet may collect applicable taxes where required by law. In such cases, taxes will be calculated based on your billing information and added to your purchase total.

9.4.3 Tax Documentation: For business customers requiring tax documentation, EverAdNet will provide standard invoices that comply with applicable regulations.

9.5 Price Changes

9.5.1 Credit Package Pricing: EverAdNet reserves the right to modify the pricing of credit packages at any time. Any price changes will apply only to future purchases and will not affect previously purchased credits.

9.5.2 Notice of Changes: EverAdNet will provide reasonable notice of any significant pricing changes through the Platform, email notifications, or other appropriate communication channels.

10. Third-Party Services Integration and Data Processing

10.1 Integrated Third-Party AI and Data Services

10.1.1 Service Partners: The Platform integrates with the following third-party services to enhance functionality: a. OpenAI (GPT): For natural language processing and content generation; b. Groq: For high-performance inference acceleration; c. Google Gemini: For multimodal AI capabilities; d. Voyage AI: For embedding generation and semantic search; and e. Zilliz (Vector Database): For vector storage and similarity search.

10.1.2 Provider Relationships: EverAdNet maintains contractual relationships with these providers that include data protection and confidentiality obligations aligned with industry standards.

10.1.3 Provider Changes: EverAdNet reserves the right to add, remove, or replace third-party service providers with reasonable notice if such changes do not materially degrade the Service functionality.

10.2 Data Handling and Privacy Safeguards

10.2.1 No Raw Data Sharing: EverAdNet implements technical and organizational measures to ensure that unredacted Personal Data is not transmitted to third-party providers. Specifically: a. Personal identifiers are removed, hashed, or tokenized before transmission; b. Direct identifiers (names, contact information, etc.) are processed locally or through specially secured channels; and c. Document processing occurs in isolated environments with strict access controls.

10.2.2 Anonymization and Pseudonymization: Only anonymized, pseudonymized data or metadata is sent for AI processing, including: a. Removing or encoding personal identifiers; b. Segmenting data to prevent re-identification; c. Implementing k-anonymity techniques where appropriate; and d. Utilizing differential privacy methods for aggregate analytics.

10.2.3 Inference Request Controls: Personal details are excluded from AI inference requests through: a. Automated content filtering; b. Pattern recognition to detect and remove PII; c. Content transformation to replace identifiers with generic placeholders; and d. Request validation and sanitization before transmission.

10.2.4 Security Standards Compliance: All third-party providers utilized by EverAdNet maintain compliance with one or more of the following security standards: a. SOC 2 Type II; b. ISO 27001; c. GDPR compliance frameworks; d. HIPAA compliance (where applicable); or e. Other equivalent industry-recognized security certifications.

10.3 AI Output and Model Limitations

10.3.1 AI-Generated Content Disclaimer: You acknowledge that AI-generated content, including job descriptions, candidate assessments, and matching algorithms: a. May contain inaccuracies or biases despite EverAdNet's efforts to mitigate them; b. Should be reviewed by qualified human professionals before making significant decisions; c. Does not constitute legal, professional, or compliance advice; and d. May require customization to meet specific organizational or regulatory requirements.

10.3.2 Use Responsibility: You bear sole responsibility for: a. Reviewing and validating all AI-generated content before use; b. Ensuring AI outputs comply with applicable laws and regulations; c. Making final human-guided decisions about candidate suitability or job requirements; and d. Maintaining appropriate record-keeping of your recruitment processes.

10.4 Third-Party Terms and Policies

10.4.2 Changes to third-party terms may affect the Service. EverAdNet will provide notice of significant changes to integrated third-party services that materially impact Service functionality.

11. Data Security, Privacy, and Compliance

11.1 Data Retention Policies

11.1.1 Retention Schedule: EverAdNet retains different categories of data according to the following schedule, unless a longer retention period is required by law or specifically requested by you: a. Account Data: For the duration of your account plus seven (7) years after termination; b. Transaction Records: For seven (7) years after the transaction date; c. Applicant Data: For two (2) years after collection or last activity; d. Usage Data and Analytics: In aggregated form indefinitely, in raw form for one (1) year; and e. Communication Records: For three (3) years after the communication date.

11.1.2 Retention Extensions: Retention periods may be extended if: a. Required by applicable law, regulation, or legal process; b. Necessary to resolve disputes or enforce agreements; c. Specifically requested by you and agreed to by EverAdNet; or d. Required for legitimate business purposes, including security, fraud prevention, and service improvement.

11.1.3 Data Minimization: EverAdNet implements data minimization practices, retaining only the information necessary to provide the Service, comply with legal obligations, and support legitimate business purposes.

11.2 Data Security Measures

11.2.1 Encryption Standards: a. Data at Rest: All stored data is encrypted using AES-256 or equivalent industry-standard encryption; b. Data in Transit: All data transmissions utilize TLS 1.2+ with strong cipher suites; and c. Key Management: Cryptographic keys are managed using secure key management systems with appropriate access controls and rotation policies.

11.2.2 Infrastructure Security: a. Physical Security: All servers and infrastructure components are hosted in facilities with SOC 2 compliance and physical access controls; b. Network Security: Implementation of firewalls, intrusion detection/prevention systems, and regular security scans; c. Access Controls: Role-based access controls, multi-factor authentication, and principle of least privilege; and d. Monitoring: Continuous monitoring for unauthorized access attempts and anomalous behavior.

11.2.3 Security Testing: EverAdNet conducts regular security assessments, including: a. Vulnerability scans on a monthly basis; b. Penetration testing by qualified third parties at least annually; c. Code security reviews prior to deployment; and d. Security incident response drills.

11.3 Regulatory Compliance Framework

11.3.1 Global Privacy Compliance: EverAdNet designs its data practices to comply with applicable data protection regulations, including but not limited to: a. General Data Protection Regulation (GDPR);

e. Other applicable regional data protection laws.

11.3.2 Compliance Documentation: Upon reasonable request, EverAdNet will provide documentation demonstrating compliance with applicable data protection laws, which may include: a. Data Protection Impact Assessments (where applicable); b. Records of Processing Activities; c. Security policy summaries; and d. Compliance certifications.

11.3.3 Data Transfer Mechanisms: For cross-border data transfers, EverAdNet implements appropriate safeguards, which may include: a. Standard Contractual Clauses approved by the European Commission; b. Binding Corporate Rules (where applicable); c. Adequacy decisions recognized by relevant authorities; or d. Other legally valid transfer mechanisms.

11.4 Data Subject Rights and Procedures

11.4.1 Supported Data Subject Rights: EverAdNet facilitates the exercise of data subject rights in accordance with applicable laws, including: a. Right to Access: Obtain confirmation of processing and a copy of your Personal Data; b. Right to Rectification: Correct inaccurate or incomplete Personal Data; c. Right to Erasure: Request deletion of Personal Data under certain conditions; d. Right to Restriction: Limit processing of Personal Data under certain conditions; e. Right to Data Portability: Receive Personal Data in a structured, commonly used, and machine-readable format; f. Right to Object: Object to processing based on legitimate interests or direct marketing; and g. Rights Related to Automated Decision-Making: Obtain human intervention, express your point of view, and contest decisions based solely on automated processing that produces legal or similarly significant effects.

11.4.2 Data Subject Request Procedure: a. Submission Method: Requests may be submitted through the Platform's privacy settings, by emailing [email protected], or as otherwise specified in the Privacy Policy; b. Verification: EverAdNet will verify the requestor's identity before processing any request; c. Response Timeframe: Requests will be addressed within thirty (30) days, with possible extension of up to sixty (60) additional days for complex requests with notice; and d. Response Format: Responses will be provided in electronic format unless otherwise requested.

11.4.3 Limitations: EverAdNet may limit or deny data subject requests where: a. The request is manifestly unfounded or excessive; b. Fulfilling the request would compromise others' privacy rights; c. The request conflicts with legal obligations or legitimate exemptions; or d. The request requires disproportionate technical effort, with alternative solutions offered when possible.

12. User-Generated Content and Intellectual Property

12.1 User-Generated Content Ownership

12.1.1 Ownership Retention: You retain all ownership rights to content you upload, submit, or otherwise make available through the Service ("User Content"), including but not limited to: a. Resumes, CVs, and candidate profiles; b. Job descriptions and requirements; c. Company information and branding materials; d. Recruitment process documentation; e. Candidate feedback and evaluations; and f. Custom templates and workflows.

12.1.2 Representations and Warranties: You represent and warrant that: a. You own or have obtained all necessary rights, licenses, consents, and permissions to use and authorize EverAdNet to use your User Content as contemplated by these Terms; b. Your User Content does not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, publicity rights, or other rights; c. Your User Content complies with all applicable laws and regulations, including employment and anti-discrimination laws; and d. You have obtained appropriate consent from any individuals whose Personal Data is included in your User Content.

12.2 License Grant for Platform Operation

12.2.1 License Scope: You grant EverAdNet and its affiliates, subcontractors, and partners a non-exclusive, worldwide, royalty-free, fully-paid, transferable, and sublicensable license to access, store, copy, modify, create derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise use and exploit your User Content for the following purposes: a. Operating, providing, maintaining, and improving the Service; b. Displaying content to authorized users based on permission settings (e.g., showing resumes to recruiters, jobs to candidates); c. Processing content for AI-driven features (parsing, matching, recommendation); d. Creating and training anonymized and aggregated models to improve Service functionality; e. Analyzing usage patterns and trends to enhance user experience; f. Diagnosing and fixing technical issues related to the Service; g. Enforcing compliance with these Terms and applicable laws; and h. Promoting and marketing the Service with your prior consent.

12.2.2 License Limitations: The license granted in Section 12.2.1 is subject to the following limitations: a. Confidentiality: EverAdNet will maintain the confidentiality of private User Content in accordance with your privacy settings and applicable law; b. Attribution: EverAdNet will not publicly display your User Content without proper attribution if required; c. Scope Restriction: The license extends only as far as necessary to provide and improve the Service; and d. Data Protection: All processing of Personal Data within User Content will comply with applicable data protection laws and EverAdNet's Privacy Policy.

12.3 Prohibited Content

12.3.1 You agree not to upload, submit, or otherwise make available any User Content that: a. Is false, fraudulent, deceptive, misleading, or misrepresentative; b. Promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; c. Contains sexually explicit, pornographic, offensive, or excessively profane material; d. Promotes or depicts illegal activities or dangerous behavior; e. Infringes, misappropriates, or violates any third party's intellectual property or other rights; f. Violates, or encourages the violation of, any law or regulation; g. Contains viruses, malware, spyware, or other harmful code or content; h. Interferes with the operation of the Service or other users' enjoyment of the Service; or i. Circumvents or attempts to circumvent any access controls or usage limitations of the Service.

12.3.2 Content Monitoring and Removal: a. EverAdNet reserves the right, but has no obligation, to monitor, review, or remove any User Content that violates these Terms or applicable law; b. EverAdNet may take appropriate enforcement actions, including account suspension or termination, for serious or repeated violations; and c. EverAdNet will cooperate with law enforcement authorities or court orders directing EverAdNet to disclose the identity or behavior of users posting prohibited content.

12.4 Feedback and Suggestions

12.4.1 Feedback License: If you provide EverAdNet with suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"), you grant EverAdNet a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, transferable, and sublicensable license to use, reproduce, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit such Feedback for any purpose and without restriction or obligation.

12.4.2 Non-Confidentiality: Any Feedback you provide is non-confidential unless specifically designated as confidential in a separate written agreement signed by both parties.

12.5 License Termination and Content Deletion

12.5.1 License Termination: The license granted in Section 12.2.1 will automatically terminate when: a. You delete the specific User Content from the Service; b. You delete your account (for all User Content associated with your account); or c. These Terms are terminated for any reason.

12.5.2 Continued Storage: Notwithstanding the termination of the license, EverAdNet may continue to store archived copies of your User Content solely to the extent and for so long as is necessary to: a. Comply with legal obligations; b. Resolve disputes; c. Enforce these Terms; or d. For legitimate business purposes, as permitted by applicable law.

12.5.3 Anonymized Data Retention: EverAdNet may retain perpetual, irrevocable rights to use anonymized, aggregated, and derived data created from your User Content that does not identify you or any individual.

13. Intellectual Property Rights and Brand Assets

13.1 EverAdNet Intellectual Property

13.1.1 Ownership of Service IP: All intellectual property rights in and to the Service, including but not limited to software, source code, algorithms, user interfaces, trade secrets, technical documentation, business methods, databases, platform architecture, logos, trademarks, service marks, and content provided by EverAdNet as part of the Service, are and shall remain the exclusive property of EverAdNet or its licensors.

13.1.2 Copyright and Patents: The Service is protected by copyright, patent, trademark, and other intellectual property laws of India and foreign countries. All rights not expressly granted to you in these Terms are reserved by EverAdNet and its licensors.

13.1.3 Feedback Implementation: EverAdNet may implement any feedback or suggestions you provide regarding the Service without any obligation to compensate you. All enhancements or modifications to the Service based on your feedback remain the exclusive property of EverAdNet.

13.1.4 No Implied Licenses: No license, right, or interest to any EverAdNet trademarks, service marks, trade names, or other branding is granted under these Terms, except as expressly set forth herein.

13.2 Restrictions on Use of EverAdNet IP

13.2.1 Prohibited Actions: You shall not, and shall not permit or authorize any third party to: a. Copy, modify, translate, adapt, or create derivative works based on the Service or any portion thereof; b. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure of the Service; c. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service to any third party; d. Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) from the Service; e. Use any automated means, including without limitation agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Service; f. Use the Service to build a competing product or service; or g. Use any EverAdNet trademarks, service marks, or logos for any purpose without EverAdNet's prior written consent.

13.2.2 Equitable Relief: You acknowledge that any unauthorized use of EverAdNet's intellectual property may cause irreparable harm to EverAdNet, and that EverAdNet shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

13.3 User Brand Assets and Trademarks

13.3.1 Limited License Grant: You may upload and display employer logos, candidate images, company trademarks, and other brand assets ("Brand Assets") on the Service, provided that: a. You own or have secured all necessary rights, licenses, and permissions to use and display such Brand Assets; b. The Brand Assets do not infringe on any third party's intellectual property rights, privacy rights, or other rights; c. The Brand Assets comply with these Terms and all applicable laws and regulations; and d. You have obtained appropriate consent from any individuals featured in such Brand Assets.

13.3.2 License to EverAdNet: By uploading Brand Assets to the Service, you grant to EverAdNet and its Affiliates a non-exclusive, worldwide, royalty-free, fully-paid license to: a. Use, display, reproduce, modify (for formatting and display purposes only), and distribute such Brand Assets within the Service; b. Include such Brand Assets in job listings, candidate profiles, search results, and other Service-related content; c. Use Brand Assets in connection with marketing or promoting the Service (subject to separate written approval for public-facing marketing); and d. Sublicense these rights to service providers and partners as necessary to provide the Service.

13.3.3 Brand Guidelines: EverAdNet will make commercially reasonable efforts to adhere to any written brand guidelines you provide when using your Brand Assets, provided that such guidelines are submitted to EverAdNet in advance and do not materially interfere with Service functionality.

13.3.4 Trademark Infringement Disclaimer: EverAdNet expressly disclaims liability for any infringement claims arising from: a. Your unauthorized use of third-party Brand Assets; b. Disputes between users regarding brand ownership or usage rights; c. Similarities between Brand Assets uploaded by different users; or d. Your failure to secure necessary rights or permissions for Brand Assets you upload.

13.3.5 Remediation: EverAdNet reserves the right to remove any Brand Assets from the Service if EverAdNet receives a credible claim that such Brand Assets infringe upon the rights of a third party.

14. Beta Features and Experimental Functionality

14.1 Beta Program Participation

14.1.1 Optional Access: EverAdNet may offer certain features, functions, services, or software labeled as "beta," "preview," "early access," "experimental," or similar designations ("Beta Features"). Your use of Beta Features is entirely voluntary.

14.1.2 Eligibility: Access to Beta Features may be restricted to selected users based on criteria determined by EverAdNet, including but not limited to usage history, geographic location, industry, or organization size.

14.1.3 Beta Period: Beta Features may be provided for a limited time period as determined by EverAdNet in its sole discretion. EverAdNet reserves the right to discontinue any Beta Feature at any time without notice.

14.2 Beta Terms and Conditions

14.2.1 AS IS Basis: All Beta Features are provided on an "AS IS" and "AS AVAILABLE" basis without warranty of any kind, and are not subject to any Service Level Agreements, uptime commitments, or support obligations otherwise applicable to the Service.

14.2.2 No Production Use: Beta Features are not intended for production use. You acknowledge and agree that: a. Beta Features may contain errors, bugs, or other defects; b. Your use of Beta Features is at your sole risk; c. EverAdNet shall have no liability for any harm or damage arising out of or in connection with your use of Beta Features; and d. EverAdNet may change, suspend, or discontinue Beta Features at any time without prior notice or liability.

14.2.3 Feedback Obligation: As a condition of accessing Beta Features, you agree to provide reasonable feedback, including but not limited to bug reports, usability assessments, and feature suggestions, when requested by EverAdNet.

14.2.4 Confidentiality: Unless otherwise specified by EverAdNet, Beta Features and information about Beta Features (including performance, features, and functionality) are deemed Confidential Information of EverAdNet and may not be disclosed to third parties without EverAdNet's prior written consent.

14.3 Data Processing in Beta Features

14.3.1 Data Separation: EverAdNet will implement reasonable technical and organizational measures to segregate production data from data processed in Beta Features.

14.3.2 Data Integrity: EverAdNet does not guarantee the integrity, accuracy, or retention of data processed by Beta Features. You are responsible for backing up any important data before using it with Beta Features.

14.3.3 Data Deletion: Upon conclusion of a beta program, EverAdNet may delete any data processed specifically for that beta program without notice.

14.4 Transition to General Availability

14.4.1 No Obligation: EverAdNet has no obligation to release a final version of any Beta Feature or to include any Beta Feature in future versions of the Service.

14.4.2 Feature Changes: The final version of a Beta Feature, if released, may differ substantially from the Beta version.

14.4.3 No Continuity Guarantee: There is no guarantee of data continuity or compatibility between a Beta Feature and any subsequent generally available version of such feature.

15. Compliance with Laws and Export Control Regulations

15.1 General Compliance Obligations

15.1.1 Legal Compliance: You represent and warrant that you will use the Service in compliance with all applicable local, state, national, and international laws, rules, and regulations, including without limitation: a. Data protection and privacy laws; b. Employment and labor laws; c. Anti-discrimination laws; d. Consumer protection laws; e. Intellectual property laws; and f. Anti-spam and electronic communications laws.

15.1.2 Industry Regulations: If you operate in a regulated industry (such as healthcare, financial services, or government), you are solely responsible for ensuring that your use of the Service complies with relevant industry-specific regulations and standards.

15.1.3 Ethical Use: You agree to use the Service in an ethical manner that respects candidates' rights, promotes fair hiring practices, and does not perpetuate discrimination or bias in recruitment processes.

15.2 Export Control Compliance

15.2.1 Export Laws: The Service and related technology may be subject to export control laws and regulations of India, the United States, and other jurisdictions. You agree to comply with all such laws and regulations.

15.2.2 Prohibited Regions: You shall not, directly or indirectly, export, re-export, transfer, or make available the Service to any jurisdiction or country to which export is prohibited by applicable export control laws, or to any individual or entity on any sanctions list.

15.2.3 Prohibited End-Uses: You shall not use the Service, or permit any third party to use the Service, for any prohibited end-uses under applicable export laws, including but not limited to: a. Design, development, fabrication, or use of nuclear, chemical, or biological weapons; b. Design, development, or production of missiles or rocket systems; c. Military end-uses in sanctioned countries; d. Support of terrorist activities; or e. Unlawful surveillance or intelligence gathering.

15.2.4 Compliance Certification: Upon EverAdNet's request, you shall provide written certification of your compliance with export control laws in a form specified by EverAdNet.

15.3 Anti-Corruption Compliance

15.3.1 Anti-Bribery Laws: You agree to comply with all applicable anti-corruption and anti-bribery laws, including the Indian Prevention of Corruption Act, U.S. Foreign Corrupt Practices Act, and the UK Bribery Act.

15.3.2 No Improper Payments: You shall not, directly or indirectly, offer, promise, pay, authorize, or provide anything of value to any government official or other individual to improperly influence any act or decision for the purpose of promoting, obtaining, or facilitating business activities related to the Service.

15.4 Consequences of Non-Compliance

15.4.1 Service Restriction: EverAdNet reserves the right to restrict, suspend, or terminate access to the Service if it has reason to believe you are not complying with applicable laws or these compliance provisions.

15.4.2 Reporting Obligations: EverAdNet may report suspected violations of applicable laws to appropriate authorities and cooperate with official investigations.

15.4.3 Indemnification: You agree to indemnify and hold harmless EverAdNet from any claims, losses, investigations, penalties, or other expenses arising from your non-compliance with applicable laws and regulations.

16. Disclaimers and Limitations of Liability

16.1 Service Disclaimers

16.1.1 "AS IS" Provision: THE SERVICE, INCLUDING ALL CONTENT, FEATURES, AND FUNCTIONALITY, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

16.1.2 Disclaimer of Warranties: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVERADNET EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: a. MERCHANTABILITY; b. FITNESS FOR A PARTICULAR PURPOSE; c. TITLE; d. NON-INFRINGEMENT; e. ACCURACY, RELIABILITY, OR COMPLETENESS OF DATA; f. VIRUS-FREE OR ERROR-FREE OPERATION; g. AVAILABILITY OR UNINTERRUPTED ACCESS; h. SECURITY; AND i. COMPATIBILITY WITH YOUR EQUIPMENT OR SOFTWARE.

16.1.3 No Advice or Information: No advice or information, whether oral or written, obtained from EverAdNet or through the Service shall create any warranty not expressly stated in these Terms.

16.1.4 AI Output Disclaimer: EverAdNet specifically disclaims any representations or warranties regarding the accuracy, appropriateness, or suitability of any AI-generated content, including job descriptions, candidate matches, or recruitment recommendations. You acknowledge that AI systems have inherent limitations and may produce outputs that contain inaccuracies, biases, or inappropriate content despite EverAdNet's reasonable efforts to prevent such issues.

16.2 Limitation of Liability

16.2.1 Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EVERADNET, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR: a. LOSS OF PROFITS; b. LOSS OF GOODWILL; c. LOSS OF USE; d. LOSS OR CORRUPTION OF DATA; e. BUSINESS INTERRUPTION; f. COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR g. ANY OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT EVERADNET HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

16.2.2 Maximum Liability Amount: IN NO EVENT SHALL EVERADNET'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE SERVICE EXCEED THE TOTAL AMOUNT OF CREDITS PURCHASED BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.2.3 Essential Purpose: The limitations of liability in this section shall apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

16.3 Exclusions and Clarifications

16.3.1 Non-Excludable Warranties: Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that EverAdNet cannot lawfully disclaim any applicable warranty or limit its liability as set forth herein, the scope and duration of such warranty and the extent of EverAdNet's liability shall be the minimum permitted under applicable law.

16.3.2 Essential Liability: Nothing in these Terms excludes or limits EverAdNet's liability for: a. Death or personal injury caused by negligence; b. Fraud or fraudulent misrepresentation; or c. Any other liability that cannot be excluded or limited by applicable law.

16.3.3 Time Limitation: Any claim or cause of action arising out of or related to the Service or these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

16.4 Third-Party Services and Links

16.4.1 Third-Party Responsibility: The Service may contain links to third-party websites, services, or content that are not owned or controlled by EverAdNet. EverAdNet does not endorse or assume any responsibility for any such third-party sites, services, or content.

16.4.2 Third-Party Terms: Your interactions with any third-party services linked from the Service are subject to that third party's own terms and policies, and EverAdNet shall have no liability for your interactions with any third-party services or any content, functionality, security, or practices of such third parties.

17. Indemnification and Claim Defense

17.1 Your Indemnification Obligations

17.1.1 Indemnification Scope: You agree to indemnify, defend, and hold harmless EverAdNet, its Affiliates, and their respective officers, directors, employees, agents, licensors, and service providers ("Indemnified Parties") from and against any and all losses, liabilities, claims, demands, damages, judgments, awards, settlements, costs, expenses, or fees (including reasonable attorneys' fees and legal costs) arising out of or relating to: a. Your violation of these Terms or any documents they incorporate by reference; b. Your violation of any applicable law, rule, or regulation; c. Your User Content, including any claim that your User Content infringes, misappropriates, or violates any intellectual property, privacy, or other right of any person or entity; d. Your use of the Service in a manner that violates or infringes upon the rights of EverAdNet or any third party; e. Any misrepresentation made by you; f. Your failure to obtain necessary consents or provide required notices in connection with your use of the Service; or g. Your negligence or willful misconduct.

17.1.2 Cooperation Obligation: You agree to cooperate fully with EverAdNet in the defense of any claim that is subject to indemnification under this section.

17.2 Defense Procedures

17.2.1 Notice Requirement: EverAdNet shall provide you with prompt written notice of any claim for which indemnification is sought, provided that failure to provide such notice shall not relieve you of your indemnification obligations except to the extent that such failure materially prejudices your defense of the claim.

17.2.2 Defense Control: You shall have the right to control the defense and settlement of any claim subject to indemnification, provided that: a. EverAdNet may participate in the defense at its own expense; b. You shall not settle any claim in a manner that imposes any obligation on EverAdNet without EverAdNet's prior written consent; and c. EverAdNet may assume control of the defense at any time if it reasonably determines that you are failing to vigorously defend the claim or if the claim involves potential criminal liability.

17.2.3 No Admission: Neither party shall make any public statement regarding an indemnified claim without the other party's prior written approval, except as required by law.

17.3 Mitigation and Insurance

17.3.1 Mitigation Efforts: Each party shall use reasonable efforts to mitigate the loss, damage, and liability addressed under this section.

17.3.2 Insurance: You are encouraged to maintain insurance coverage sufficient to fulfill your indemnification obligations under these Terms.

18. Force Majeure

18.1 Definition and Scope

18.1.1 Force Majeure Events: Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure is caused by a Force Majeure Event. For purposes of these Terms, a "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to: a. Natural disasters (e.g., floods, earthquakes, volcanic eruptions, hurricanes); b. Acts of war, terrorism, civil unrest, or public enemy; c. Epidemics, pandemics, or public health emergencies; d. Government actions, orders, or restrictions; e. Labor disputes or strikes (excluding those involving the affected party's employees); f. Severe power outages or telecommunications failures affecting widespread areas; g. Cyberattacks or other malicious activities by third parties that could not have been prevented by reasonable security measures; h. Internet service provider failures or delays outside the direct control of the affected party; or i. Other similar events that make performance commercially impracticable.

18.1.2 Exclusions: The following shall not constitute Force Majeure Events: a. Financial hardship or economic conditions; b. Changes in market conditions; c. Failure of a party's contractors or suppliers, unless such failure is itself caused by a Force Majeure Event; d. Labor disputes involving the affected party's employees; or e. Events that could have been avoided through implementation of reasonable business continuity or disaster recovery plans.

18.2 Obligations During Force Majeure

18.2.1 Notice Requirement: The party affected by a Force Majeure Event shall: a. Provide the other party with prompt written notice of the Force Majeure Event, including reasonably detailed information about the nature and expected duration of the Force Majeure Event; b. Use commercially reasonable efforts to minimize the impact of the Force Majeure Event on its performance; and c. Resume performance of its obligations as soon as reasonably practicable after the Force Majeure Event has ended.

18.2.2 Partial Performance: To the extent that a party can partially perform its obligations despite the Force Majeure Event, it shall continue to do so to the extent commercially reasonable.

18.3 Extended Force Majeure

18.3.1 Termination Option: If a Force Majeure Event continues for a period exceeding sixty (60) consecutive days, either party may terminate these Terms, in whole or in part, upon written notice to the other party, without liability for such termination.

18.3.2 Credit Adjustment: In the event of termination due to a Force Majeure Event, EverAdNet shall refund or credit you for any prepaid, unused credits that cannot be utilized due to such termination.

18.3.3 Survival of Obligations: Termination due to a Force Majeure Event shall not relieve either party of any obligations that accrued prior to the Force Majeure Event or the resulting termination.

19. Governing Law and Dispute Resolution

19.1 Governing Law

19.1.1 Applicable Law: These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation shall be governed by and construed in accordance with the laws of India, without giving effect to any choice or conflict of law provision or rule.

19.1.2 Exclusions: The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms.

19.2 Informal Dispute Resolution

19.2.1 Good Faith Negotiations: Before initiating any formal legal proceeding, the parties agree to attempt in good faith to resolve any dispute informally through direct negotiations between authorized representatives of each party.

19.2.2 Escalation Process: If the parties are unable to resolve a dispute through direct negotiations within thirty (30) days after initial notification of the dispute, either party may escalate the matter to senior executives for resolution.

19.3 Judicial Proceedings

19.3.1 Jurisdiction: Subject to the arbitration provisions below, the parties agree that the courts located in Uttar Pradesh, India, shall have exclusive jurisdiction to hear and determine any dispute, action, or proceeding arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination.

19.3.2 Venue: The parties irrevocably submit to the personal jurisdiction of such courts and waive any objection they may have to the venue or convenience of such forums.

19.3.3 Injunctive Relief: Notwithstanding the foregoing, EverAdNet may seek injunctive or other equitable relief to protect its intellectual property rights or confidential information in any court of competent jurisdiction.

19.4 Optional Arbitration

19.4.1 Arbitration Election: If both parties consent in writing, any dispute, controversy, or claim arising out of or relating to these Terms, including the validity, interpretation, breach, or termination thereof, may be resolved by binding arbitration rather than in court.

19.4.2 Arbitration Rules: Any arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 of India, as amended, and the rules of the Indian Council of Arbitration.

19.4.3 Arbitration Procedures: a. Number of Arbitrators: The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the parties. If the parties cannot agree on an arbitrator within thirty (30) days after the arbitration is initiated, the arbitrator shall be appointed by the Indian Council of Arbitration. b. Place of Arbitration: The arbitration shall take place in Lucknow, Uttar Pradesh, India. c. Language: The arbitration proceedings shall be conducted in English. d. Decision: The award rendered by the arbitrator shall be final and binding upon the parties. e. Costs: Each party shall bear its own costs of arbitration, and the arbitrator's fees shall be shared equally between the parties unless the arbitrator determines otherwise.

19.4.4 Enforcement: Judgment on any arbitration award may be entered in any court having jurisdiction.

19.5 Class Action Waiver

19.5.1 Individual Claims Only: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND EVERADNET AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

19.5.2 No Class Arbitration: Unless both you and EverAdNet agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

20. Term, Termination, and Survival

20.1 Term

20.1.1 Commencement: These Terms commence on the earlier of (a) the date you first access or use the Service or (b) the date you accept these Terms, and continue until terminated as set forth herein.

20.1.2 Renewal: Your access to the Service continues for as long as your account remains active and in good standing, or until these Terms are terminated.

20.2 Termination

20.2.1 Termination by You: You may terminate these Terms at any time by: a. Canceling your account through the account settings page within the Service; b. Sending a written termination notice to [email protected]; or c. Ceasing all use of the Service and requesting account deletion.

20.2.2 Termination by EverAdNet: EverAdNet may terminate or suspend your access to all or any part of the Service at any time, with or without cause or notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account, including: a. If you breach any provision of these Terms; b. If you engage in any activity that EverAdNet, in its sole discretion, believes is harmful to other users, the business of EverAdNet, or the Service; c. Upon request by law enforcement or government agencies; d. Upon extended periods of inactivity (exceeding twelve (12) consecutive months); e. For technical reasons, including maintenance, system failures, or other circumstances beyond EverAdNet's control; f. If your use of the Service imposes an unreasonable load on EverAdNet's infrastructure; or g. If EverAdNet ceases providing the Service.

20.2.3 Effects of Termination: a. Upon termination, your right to access and use the Service will immediately cease. b. EverAdNet will have no obligation to maintain, store, or transfer to you any of your information or data that you have uploaded, stored, or otherwise provided to the Service, except as required by applicable law. c. All outstanding payments or fees owed by you to EverAdNet shall become immediately due and payable. d. Any credits remaining in your account at the time of termination shall be forfeited without refund, except as expressly provided in these Terms or required by applicable law.

20.2.4 Credit Refunds Upon Termination: If EverAdNet terminates the Service in its entirety for convenience (not due to your breach or other reasons set forth in Section 20.2.2), EverAdNet may, in its sole discretion, provide a pro-rated refund for unused credits purchased within ninety (90) days prior to termination.

20.3 Survival

20.3.1 Surviving Provisions: The following provisions shall survive expiration or termination of these Terms: a. All payment obligations for services rendered prior to termination; b. Sections 11 (Data Security, Privacy, and Compliance) regarding data retention and processing; c. Section 12 (User-Generated Content and Intellectual Property) regarding licenses granted for User Content; d. Section 13 (Intellectual Property Rights and Brand Assets) regarding ownership and restrictions; e. Section 16 (Disclaimers and Limitations of Liability); f. Section 17 (Indemnification and Claim Defense); g. Section 19 (Governing Law and Dispute Resolution); h. This Section 20.3 (Survival); i. Section 21 (Severability and Waiver); and j. Any other provision that, by its nature, should survive termination.

20.3.2 No New Rights: Survival of these provisions shall not imply or create any additional rights not specifically provided in this section after termination.

21. Severability, Waiver, and Construction

21.1 Severability

21.1.1 Severability Clause: If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason by a court or other tribunal of competent jurisdiction: a. Such provision shall be eliminated or limited to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable; b. The remaining provisions of these Terms shall not be affected and shall remain in full force and effect; and c. Such determination shall not be deemed to affect the validity or enforceability of these Terms in any other jurisdiction or with respect to any other parties.

21.1.2 Replacement Provision: In the event of such determination, the parties shall negotiate in good faith to modify the invalidated provisions in a manner that gives effect to the original intent of the parties to the maximum extent permitted by applicable law.

21.2 Waiver and Modification

21.2.1 No Waiver: No failure or delay by EverAdNet in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

21.2.2 Written Waiver Requirement: No waiver under these Terms shall be effective unless in writing and signed by an authorized representative of the party granting the waiver.

21.2.3 Specific Instance: Any waiver of any provision of these Terms shall be effective only in the specific instance and for the specific purpose for which it was given.

21.2.4 No Course of Dealing: No course of dealing between the parties shall operate as a waiver or modification of any provision of these Terms.

21.3 Construction and Interpretation

21.3.1 Section Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.

21.3.2 Interpretation: These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument.

21.3.3 References: Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders.

21.3.4 Including: The word "including" or any variation thereof means "including, without limitation" and shall not be construed to limit any general statement to the specific or similar items or matters immediately following it.

22. Entire Agreement and Assignment

22.1 Entire Agreement

22.1.1 Integration Clause: These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and EverAdNet concerning the Service and supersede all prior or contemporaneous communications, negotiations, and proposals, whether oral or written, between you and EverAdNet with respect to the Service.

22.1.2 No Reliance: You acknowledge that you have not relied on any statement, promise, or representation made or given by or on behalf of EverAdNet that is not expressly set out in these Terms.

22.1.3 Order of Precedence: In the event of any conflict between the provisions of these Terms and those of any other agreement or policy referenced herein, the provisions of these Terms shall prevail unless expressly stated otherwise in such other agreement or policy.

22.2 Assignment and Transfer

22.2.1 No Assignment by You: You may not assign, transfer, or sublicense these Terms or any rights or obligations hereunder without EverAdNet's prior written consent, and any attempt to do so without such consent shall be void.

22.2.2 Assignment by EverAdNet: EverAdNet may assign, transfer, or delegate any of its rights and obligations under these Terms without your consent: a. To an affiliate; b. In connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; c. To a successor in interest; or d. As part of a business restructuring.

22.2.3 Notice of Assignment: EverAdNet will make reasonable efforts to provide notice of any material assignment that would affect your rights under these Terms.

22.2.4 Binding Effect: These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

23. Notice and Communications

23.1 Notices to You

23.1.1 Delivery Methods: EverAdNet may provide notices to you by: a. Sending an email to the email address associated with your account; b. Posting a notice within the Service interface; c. Sending a message to the internal messaging center of your account; d. Making notices available through the Platform dashboard; or e. Any other method EverAdNet reasonably determines is sufficient.

23.1.2 Deemed Receipt: You are deemed to have received any notice sent to the email address registered with your account when the email is sent, whether or not you actually receive or read the notice.

23.1.3 Keeping Information Current: You are responsible for keeping your email address and other contact information current and accurate in your account settings.

23.2 Notices to EverAdNet

23.2.1 Contact Information: All notices, requests, demands, or other communications to EverAdNet must be in writing and shall be deemed properly delivered when: a. Sent by email to: [email protected]; or b. Sent by registered mail or internationally recognized courier service to: EverAdNet Solutions Limited H.NO 146, KOLHUI BAZAR, NAUTANWA Maharajganj, Uttar Pradesh 273309 India

23.2.2 Receipt Confirmation: For important legal notices, it is recommended to request confirmation of receipt.

23.3 Electronic Communications

23.3.1 Consent to Electronic Communications: You consent to receive communications from EverAdNet electronically, including emails, texts, mobile push notices, or notices and messages posted to the Service.

23.3.2 Satisfaction of Legal Requirements: You agree that all agreements, notices, disclosures, and other communications that EverAdNet provides to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner.

23.3.3 Withdrawal of Consent: You may withdraw your consent to receive electronic communications by contacting [email protected], but EverAdNet reserves the right to terminate your account if you withdraw such consent.

By using Placify, you acknowledge and agree to these Terms of Service.