TERMS AND CONDITIONS FOR RECRUITERS

These terms and conditions shall govern the relationship between the parties as described hereunder, and shall be deemed to be the primary agreement between the parties. All further communications, understandings, and agreements, between the parties, if any, shall be sub-ordinate and secondary to the present terms and conditions.

1. Parties

This agreement has been executed between: 'Vital20 Communications' a partnership formed and existing within the meaning of the relevant laws of India, hereinafter referred to as the FIRST PARTY;

AND

The 'Recruiter' i.e. the person/entity accepting these terms and conditions for the purpose of availing the services provided by the First Party, as referred to or mentioned hereinunder. The aforementioned shall individually be referred to as the "Party" and jointly as the "Parties", as the context may require.

2. Definitions

All words and phrases used herein shall be interpreted as per this clause. Any words or phrases not defined herein shall be construed as per their normal English meaning, ejusdem generis, to the sentence, paragraph or clause mentioned wherein it is used.

i. The use of any pronouns of either gender herein shall include the other as well, and apply to all individuals similarly.

ii. The terms 'First Party', or 'Vital20 Communications' or 'website', shall be deemed to refer to the First Party.

iii. Any reference to either of the parties shall be deemed to include its legal heirs and representatives as well.

iv. 'Recruiter' means the person or entity, whether an employer or an agency, accepting these terms and conditions for the purpose of availing the services provided by the First Party, presently or in the future, through this website, including but not limited to, access to posting of vacancies for jobs, access to content (audio-visual media or literature) hosted on the website, and access to purchase of merchandise as may be made available by the First Party.

v. 'Services' means and includes the services provided by the First Party through this website, presently or in the future. vi. 'Website' shall be deemed to mean this website of the First Party.

3. Agreement

These terms and conditions, as may be amended or updated or revised by the First Party, will form the entire agreement (the "Agreement") between the First Party and the Recruiter. When the Recruiter accepts these terms and conditions, it shall be deemed to mean that the Recruiter has agreed to be bound by the same in present as well as in future.

4. Effective Date

The Agreement will be effective from the date of acceptance of these terms and conditions by the Recruiter. However, the First Party will start providing the Recruiter with the best matches of Candidate profiles only after seven working days from the date of posting of the requirements by the Recruiter on the website.

5. Terms of Use

i. The Recruiter understands that this website is owned and operated by the First Party, and all content made available on this website is owned by the First Party, and the Recruiter is a mere user of the same.

ii. The Recruiter understands that this Agreement applies to the Recruiter without any limitation whatsoever, and the very usage of this website by the Recruiter, binds the Recruiter to oblige with the terms contained herein.

iii. The Recruiter understands that the First Party shall collect certain data from and about the Recruiter to enable its usage of the website, and the Recruiter has no objection to the same. Such data shall be used by the First Party for legitimate purposes and may be shared with third parties as may be required for providing the services. The Recruiter represents that the data provided by the Recruiter shall be true and correct.

iv. The Recruiter agrees that the First Party or any person deputed by the First Party may contact the Recruiter or any person designated by the Recruiter over phone, calls, email or other communication services such as online messaging apps and platforms for the purpose of providing the services herein.

v. The Recruiter agrees to access the website solely for its own use, in a lawful manner, and as agreed herein. The Recruiter shall not use the website for any commercial purposes meaning to include using the data and content of the website for its own benefits or benefits of third parties, without the

permission of the First Party. Furthermore, the Recruiter shall never make any attempt to infiltrate, hack or unlawfully gain access to the parts of the website that are restricted from the Recruiter in any manner.

vi. The Recruiter shall, in no manner, post or upload or submit any illegal, unlawful, inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libellous content or information on the website or about the website on any platform or forum.

vii. The Recruiter shall not copy, download, reproduce, distribute, share or create any derivative works of the content accessed on the website in any manner whatsoever. Any violation of this term shall be deemed to mean a direct violation of the intellectual property of the First Party, and the First Party shall have all rights to initiate appropriate legal action against the Recruiter for such violation.

viii. The Recruiter agrees not to access any content on the website to which it has not been granted access by the First Party, in any manner whatsoever, including access by use of any technology, by sharing of any data by any other person, or by providing false or false credentials to the First Party.

ix. The Recruiter agrees to abide by First Party's policies, rules, regulations and other directions as prescribed and updated by the First Party from time to time.

x. The Recruiter agrees to use the website at its own risk. The Recruiter is expected to use the same at his own discretion, in a reasonable manner, and in case of recruitment of candidates, the Recruiter is expected to conduct its own due diligence about the candidate. The Recruiter understands that the First Party does not guarantee correctness or truthfulness of the information shared by the Candidate. The Recruiter relieves the First Party from any and all liability arising in connection with the use of this website in any manner whatsoever.

xi. The Recruiter understands that the First Party, at any time, has the right to change, amend, discontinue or stop any and all of its services provided to the Recruiter, at the discretion of the First Party. The First Party reserves the right to terminate or restrict the access of the Recruiter to any part of the website, or any subscription taken by the Recruiter at any time for any reason.

xii. The Recruiter understands and acknowledges that this website contains information posted by persons, including but not limited to persons who may be seeking jobs or employment opportunities, and the First Party is in no way responsible or liable for the contents shared or posted by such persons.

xiii. The Recruiter understands and acknowledges that mere use of or registration on this website does not guarantee filling of a vacancy posted by the Recruiter. While the First Party shall endeavour to make best efforts to match the Recruiter with a relevant Candidate, the same is not guaranteed by the First Party.

xiv. The Recruiter understands that if any information provided by the Recruiter is found to be untrue or false or misleading, which causes any inconvenience or injury or loss to any person, then the Recruiter may be held liable under extant laws, and may also be liable to be barred from using the services of the First Party in the future.

6. Consideration

i. The consideration for this agreement shall be as per the payment or subscription plans of the First Party, and the Recruiter agrees to oblige by the same.

ii. The Recruiter acknowledges that the services provided by the First Party are uniform across its platform, and no claims of refunds by any Recruiter shall be entertained under any circumstances.

iii. The costs or prices of the merchandise shall be as displayed on the website and it may change from time to time. The Recruiter acknowledges that there is no provision of cancellation or return of the merchandise once purchased, and no such requests shall be entertained by the First Party. Furthermore, the merchandise shall be shipped to the Recruiter only on full payment of the price for the same, and the time of delivery may vary depending on the merchandise purchased, the place of delivery and other factors beyond the control of the First Party.

7. Term and Termination

i. This Agreement shall continue to be in force till the time it is explicitly terminated by the First Party by way of barring the use of the website by the Recruiter.

ii. The First Party shall have the right to terminate this Agreement and prohibit the Recruiter from using the website forthwith for any reasons, including but not limited to:

a. For any default, breach, and /or non-compliance of any term of this Agreement by the Recruiter.

b. Recruiter commits a breach of any of its representation, warranties and obligations under this Agreement.

c. In the event where any act done by the Recruiter is prejudicial to the interest of the First Party.

iii. Consequences of Termination: In all cases of termination, the First Party shall have the right to retain all information provided by the Recruiter and all

data as may have been shared by the Recruiter, till such time, as may be allowed by the laws of India.

8. Indemnity

The Recruiter shall, indemnify, save and hold fully harmless the First Party from and against any/all claims, losses, liabilities, actions, claims (including settlement costs), suits, proceedings (including any proceeding brought before any court, regulatory body, arbitration panel or other tribunal), direct or substantial or consequential damages, judgments or expenses including attorney's fees, other expenses of litigation and third party claims arising out of or in any way connected with any breach of any representation, warranty and/or any terms under this Agreement or if the same are found to be untrue, false or misleading.

9. Governing Law & Dispute Resolution

i. This Agreement shall, in all respects, be governed by and interpreted/construed in all respects in accordance with the laws of India and the courts of Ahmedabad, Gujarat shall have exclusive jurisdiction with respect to the matters of this Agreement.

ii. The Parties to this Agreement hereby agree that they intend to discharge their obligations in utmost good faith. The Parties therefore agree that they shall make all attempts to resolve any/all differences/disputes howsoever arising out of or in connection with this Agreement including the formation, performance, interpretation, and validity of the terms thereof and the respective rights and obligations of the Parties by amicable settlement and discussion.

iii. In the event the Parties fail to settle disputes amicably within a period of 30 (thirty) days from the date of the start of such dispute, the Parties shall submit all disputes and differences howsoever arising out of or in connection

with this Agreement to Arbitration as per the provisions of the Arbitration and Conciliation Act, 1996. Such Arbitration proceedings shall be conducted by a Sole Arbitrator mutually appointed by the Parties. If the Parties fail to agree on the appointment of the Sole Arbitrator within the statutory period, either Party shall have the right to approach the Court of appropriate jurisdiction seeking appointment of Arbitrator in terms of the Arbitration and Conciliation Act, 1996. The Arbitrator shall pass a reasoned award in writing, which shall be final and binding upon the Parties.

iv. The Arbitration proceedings shall be conducted in the English Language and the venue shall be Ahmedabad, Gujarat.

v. The fee of the Arbitrator and other costs towards the arbitration proceedings shall be borne equally by the Parties.

vi. Nothing in this clause shall be deemed to prevent any Party from seeking interim relief by approaching the courts of competent jurisdiction at Ahmedabad, Gujarat, prior to or during the pendency of the arbitration proceedings.

10. Miscellaneous

i. Relationship between the Parties: The First Party and Recruiter are, for every purpose related to this Agreement, independent contractors, and nothing in this Agreement will make any Party the employee, partner, agent, legal representative, trust or joint venturer of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other.

ii. Applicability: This Agreement shall apply to all activities and transactions between the First Party and the Recruiter.

iii. Severability: The provisions of this Agreement are severable. If any provision or condition of this Agreement or its application is rendered invalid, unenforceable or prohibited by law, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative and shall not be a part of the consideration moving from either Party hereto to the other, and the remainder of this Agreement shall be valid, binding and of like effect as though such provision was not included herein. Further, the Parties agree in such circumstances to negotiate an equitable amendment to the provisions of this Agreement to give effect to the original intention of the Parties.

iv. Assignment: This Agreement is non-assignable by Recruiter. This Agreement may be freely assigned and licensed by the First Party in whole or in part to any party and in such event this Agreement shall remain binding upon Recruiter and inure to the benefit of any such assignee or licensee.

v. Waiver: The failure at any time of either Party to demand strict performance by the other of any of the terms, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof, and either Party may, at any time, demand strict and complete performance by the other of such terms, covenants and conditions.

vi. Amendments: The Parties agree and acknowledge that the present terms are dynamic in nature, amenable to be updated and amended from time to time by the First Party. The Recruiter agrees to be bound by these terms and conditions as updated or amended by the First Party from time to time. vii. Survival: Neither the expiration nor termination of this Agreement shall affect the provisions of this Agreement and the same shall continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.