Terms of Service

Welcome to Humvora, a cloud-based human resource management system ("HRMS"), human capital management platform, and related software-as-a-service offerings (collectively, the "Platform" or "Services") owned and operated by Humvora Technologies ("Humvora", "Company", "we", "us", or "our"), accessible through the website located at www.humvora.com and any associated mobile applications, application programming interfaces, dashboards, employee self-service portals, and administrative consoles (collectively, the "Sites"). These Terms of Service, together with any annexures, order forms, statements of work, service level agreements, data processing addenda, and other documents incorporated herein by reference (collectively, the "Terms" or "Agreement"), constitute a legally binding agreement between Humvora and the entity or individual accessing or using the Services ("Customer", "Client", "you", or "your"). By creating an account, clicking "I Agree", accessing any part of the Platform, or by continuing to use the Services after being notified of changes to these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety, including any future amendments. If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case the terms "you", "your", or "Customer" shall refer to such entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not access or use the Services. These Terms apply to all users of the Platform, including without limitation administrators, human resource managers, payroll managers, finance personnel, employees, contractors, vendors, candidates, and any other individuals who interact with the Platform through accounts provisioned by a Customer (collectively, "Authorized Users"). Each Authorized User is bound by these Terms to the extent applicable to their role and level of access, and the Customer is responsible for ensuring that its Authorized Users comply with these Terms. Humvora reserves the right, at its sole discretion, to modify, amend, update, or replace any part of these Terms at any time. Material changes will be communicated through the Platform, by email to the registered administrator contact, or by posting a notice on the Sites at least fifteen (15) calendar days prior to the change taking effect, except where changes are required to comply with applicable law, in which case such changes may take effect immediately. Continued use of the Services after the effective date of any such changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, your sole remedy is to discontinue use of the Services and, where applicable, terminate your subscription in accordance with the termination provisions set out below.

For the purposes of this Agreement, the following terms shall have the meanings set out below, unless the context requires otherwise. Words importing the singular include the plural and vice versa, and references to "including" or "includes" shall be construed as illustrative and not exhaustive. "Account" means the unique login credentials and associated profile created by or on behalf of a Customer or Authorized User to access the Platform. "Administrator" means an Authorized User designated by the Customer with elevated privileges to configure, manage, and oversee the Platform on behalf of the Customer, including the ability to create, modify, or deactivate other user accounts. "Confidential Information" means any non-public, proprietary, or sensitive information disclosed by one party to the other, whether orally, in writing, or by access to systems, including but not limited to business plans, financial data, employee records, technical specifications, pricing, and the terms of this Agreement. "Customer Data" means all data, information, records, files, and content uploaded, submitted, entered, or otherwise made available by the Customer or its Authorized Users to or through the Platform, including employee personal data, payroll data, attendance records, performance reviews, leave records, organizational charts, documents, and any derivative data generated through use of the Services on the Customer's behalf. "Documentation" means the user guides, help articles, knowledge base content, API documentation, and other materials made available by Humvora describing the use, features, and functionality of the Platform. "Modules" means the discrete functional components of the Platform, which may include but are not limited to core HR management, payroll processing, attendance and time tracking, leave management, performance management, recruitment and applicant tracking, onboarding and offboarding, employee self-service, expense management, asset management, helpdesk and case management, learning management, document management, analytics and reporting, and any other module made available by Humvora from time to time. "Order Form" means any ordering document, subscription agreement, quotation, or online purchase confirmation specifying the Modules, number of licensed users, subscription term, fees, and other commercial terms agreed between Humvora and the Customer. "Subscription Term" means the period during which the Customer is entitled to access and use the Services, as specified in the applicable Order Form, including any renewal periods. "Third-Party Services" means any software, applications, integrations, plug-ins, or services provided by a party other than Humvora that may be integrated with, accessible through, or used in conjunction with the Platform, including but not limited to payment gateways, biometric attendance devices, background verification providers, banking and payroll disbursement partners, communication tools, and accounting software. "User Content" means any data, text, files, images, documents, or other materials uploaded or submitted by Authorized Users in the course of using the Platform.

Humvora provides a configurable, multi-tenant, cloud-hosted human resource management platform designed to assist organizations in managing the complete employee lifecycle, including but not limited to recruitment, onboarding, core employee information management, organizational hierarchy, attendance and shift management, leave and absence management, payroll processing and statutory compliance support, performance appraisals and goal management, learning and development, employee engagement, exit and offboarding, expense reimbursements, asset tracking, and analytics and reporting dashboards. The specific Modules, features, storage limits, number of licensed Authorized User seats, and any custom configurations available to a Customer shall be as set forth in the applicable Order Form. Humvora may, from time to time, introduce new features, modify existing features, deprecate features, or discontinue Modules, provided that Humvora shall use commercially reasonable efforts to provide advance notice of any material reduction in functionality that would significantly impact the Customer's use of the Services for which fees have been paid. The Platform may include the ability to configure workflows, approval hierarchies, policy templates, salary structures, statutory compliance settings (such as provident fund, employee state insurance, professional tax, labour welfare fund, gratuity, and income tax computations applicable in the Customer's jurisdiction), and custom fields. The Customer acknowledges and agrees that Humvora provides tools to facilitate compliance-related computations based on configurations and inputs provided by the Customer, but that Humvora does not act as the Customer's tax advisor, statutory auditor, registered payroll agent, or legal counsel, and the Customer remains solely responsible for ensuring the accuracy of configurations and the timely filing of statutory returns and payments to the appropriate government authorities. Humvora may offer the Services on a software-as-a-service basis, accessible via web browser and mobile applications for iOS and Android operating systems, subject to the system requirements and supported browser versions specified in the Documentation, which may be updated from time to time. Certain features of the Platform, including biometric attendance integrations, geofencing-based attendance, facial recognition check-ins, document e-signature, payroll disbursement via banking partners, and background verification, may require the Customer to enter into separate agreements with Third-Party Services, and the availability of such features may be subject to additional fees, terms, and conditions imposed by such Third-Party Services, for which Humvora shall bear no responsibility except to the extent expressly agreed in writing.

To use the Services, the Customer must register for an Account by providing accurate, current, and complete information as prompted during the registration process, including the legal name of the organization, registered business address, tax identification or registration numbers as applicable, and the contact details of the designated Administrator(s). The Customer agrees to promptly update such information to keep it accurate, current, and complete throughout the Subscription Term. The Customer must be a duly incorporated legal entity, registered business, partnership, sole proprietorship, or similar organization with the legal capacity to enter into binding contracts. Individuals registering on behalf of an organization represent that they are authorized to do so. Each Authorized User shall be provided with individual login credentials and shall not share such credentials with any other person. The Customer is solely responsible for maintaining the confidentiality of all Account credentials issued to its Administrators and Authorized Users and for any and all activities that occur under such Accounts, whether or not authorized by the Customer, except to the extent such activities result from Humvora's failure to maintain reasonable security measures as described in these Terms. The Customer shall immediately notify Humvora upon becoming aware of any unauthorized access to or use of any Account, any breach of security, or any loss, theft, or unauthorized disclosure of login credentials. Humvora shall not be liable for any loss or damage arising from the Customer's failure to comply with this section, including failure to promptly deactivate the accounts of employees who have left the Customer's organization. Humvora reserves the right to suspend or terminate any Account that it reasonably believes has been used in violation of these Terms, has been compromised, or poses a security risk to the Platform or other Customers, with notice to the Customer where reasonably practicable. Minimum age requirements: the Platform is intended for use by individuals who are at least eighteen (18) years of age or the age of legal majority in their jurisdiction, whichever is greater, and is not directed at or intended for use by children. Where an Authorized User is below the applicable age of majority but is an employee of the Customer in accordance with applicable labour laws, the Customer shall be responsible for obtaining any consents required under applicable data protection laws for such individual's data to be processed on the Platform.

Access to the Platform is provided on a subscription basis as set out in the applicable Order Form. Subscription fees may be based on a per-Authorized-User-per-month or per-Authorized-User-per-year basis, a flat platform fee, a tiered pricing structure based on Modules selected, or such other pricing model as agreed between the parties, and are exclusive of applicable taxes, duties, levies, and government charges (including goods and services tax, value-added tax, or withholding tax), which shall be payable by the Customer in addition to the stated fees unless expressly stated otherwise. Unless otherwise specified in the Order Form, subscription fees are invoiced in advance on a monthly, quarterly, or annual basis and are due and payable within fifteen (15) days of the invoice date. Humvora may offer trial periods, freemium tiers, or promotional pricing at its sole discretion, the terms of which shall be communicated separately and may be modified or withdrawn at any time without liability to Humvora. In the event of non-payment of any undisputed amount within thirty (30) days of the due date, Humvora reserves the right, without prejudice to any other rights or remedies, to: (a) charge interest on overdue amounts at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower; (b) suspend access to the Platform for the Customer and all its Authorized Users until payment is received, following reasonable prior notice of at least seven (7) days; and (c) terminate this Agreement in accordance with the termination provisions herein. All fees paid are non-refundable except as expressly provided in these Terms or as required by applicable law. In the event of mid-term cancellation by the Customer for convenience, no pro-rata refund of pre-paid fees shall be provided unless otherwise agreed in writing or required by applicable consumer protection law. If the number of Authorized User seats actively provisioned on the Platform exceeds the licensed seat count under the applicable Order Form at any point during the Subscription Term, Humvora reserves the right to invoice the Customer for such additional seats at the then-applicable rate, on a pro-rata basis for the remainder of the then-current billing cycle, and the Customer agrees to promptly true-up its license count or remove excess Authorized Users. Subscription fees may be subject to annual price revisions, which shall be communicated to the Customer at least sixty (60) days prior to the relevant renewal date. If the Customer does not agree to a price revision, the Customer may elect not to renew the Subscription Term in accordance with the renewal provisions below. Where the Customer makes payment through a third-party payment gateway integrated with the Platform, such transactions shall additionally be subject to the terms and conditions and privacy policy of the relevant payment processor, and Humvora shall not be responsible for any errors, delays, or security issues arising from such third-party payment processing services, except to the extent caused by Humvora's gross negligence or willful misconduct.

This Agreement shall commence on the date the Customer first accepts these Terms or executes an Order Form, whichever is earlier, and shall continue for the Subscription Term specified in the applicable Order Form. Unless otherwise specified in the Order Form, subscriptions shall automatically renew for successive periods equal to the then-expiring Subscription Term (each, a "Renewal Term"), at Humvora's then-current fees, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term or Renewal Term. Either party may terminate this Agreement for cause if the other party commits a material breach of these Terms and fails to cure such breach within thirty (30) days of receiving written notice describing the breach in reasonable detail. Humvora may additionally terminate or suspend the Customer's access to the Services immediately, without prior notice, in the event of: (a) non-payment of fees as described above; (b) the Customer's insolvency, bankruptcy, winding-up, or analogous proceedings; (c) any use of the Platform that Humvora reasonably believes violates applicable law, infringes the rights of a third party, or poses a security or operational risk to the Platform or other customers; or (d) any breach of the Acceptable Use Policy described herein. Upon any suspension of the Services, the Customer's access to the Platform, including all Customer Data, may be restricted, but Customer Data shall not be deleted solely as a result of suspension for non-payment unless the Customer fails to remedy the underlying cause within a further period of sixty (60) days following suspension. Upon termination or expiry of this Agreement for any reason: (a) all licenses granted to the Customer shall immediately cease; (b) the Customer shall cease all use of the Platform; (c) Humvora shall, upon written request made within thirty (30) days of termination, make available to the Customer an export of Customer Data in a commonly used machine-readable format (such as CSV or JSON) for the data categories supported by such export functionality, subject to payment of any applicable export assistance fees; and (d) following the expiry of such thirty (30) day export window, or ninety (90) days after termination (whichever is later), Humvora may delete or anonymize all Customer Data from its production systems in accordance with its data retention and deletion policies, except to the extent retention is required by applicable law or for legitimate backup and archival purposes, in which case such retained data shall remain subject to the confidentiality obligations herein. Termination of this Agreement shall not relieve the Customer of its obligation to pay any fees accrued and payable prior to the effective date of termination, and Humvora shall not be liable to the Customer for any damages, losses, or costs arising from a lawful termination or suspension carried out in accordance with these Terms.

The Customer and its Authorized Users shall use the Platform solely for lawful purposes connected with the Customer's internal human resource management and related business operations, and in accordance with these Terms, the Documentation, and all applicable laws, regulations, and industry standards, including but not limited to data protection laws, labour and employment laws, anti-discrimination laws, and laws governing the processing of biometric and sensitive personal information. Without limiting the generality of the foregoing, the Customer shall not, and shall ensure that its Authorized Users do not: (a) use the Platform to upload, store, or transmit any unlawful, defamatory, obscene, harassing, threatening, or discriminatory content; (b) use the Platform to process personal data of any individual in violation of applicable data protection or privacy laws, including without obtaining necessary consents or providing required notices to employees; (c) attempt to gain unauthorized access to the Platform, other customers' data, or Humvora's systems or networks, including through hacking, password mining, or circumvention of security measures; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Platform, except to the extent such restriction is prohibited by applicable law; (e) use the Platform to develop a competing product or service, or to benchmark the Platform for competitive purposes without Humvora's prior written consent; (f) introduce any viruses, malware, worms, or other harmful code into the Platform; (g) use any automated means, including bots, scrapers, or crawlers, to access the Platform except through documented and authorized APIs; (h) remove, obscure, or alter any proprietary notices on the Platform; (i) resell, sublicense, lease, or otherwise commercially exploit the Platform for the benefit of any third party without Humvora's prior written consent, except where the Customer is a certified reseller or partner under a separate agreement; or (j) use the Platform in any manner that could damage, disable, overburden, or impair Humvora's infrastructure or interfere with any other customer's use of the Platform. The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and User Content uploaded to the Platform, and for obtaining all necessary rights, consents, and permissions to upload and process such data through the Platform, including consents from employees and candidates for the processing of their personal data, biometric data, and any sensitive personal data as may be required under applicable law. Humvora reserves the right, but is not obligated, to monitor use of the Platform for compliance with this Acceptable Use Policy and to remove or disable access to any content or suspend any Account that it reasonably believes violates this policy, without liability to the Customer, provided that Humvora shall give notice of such action where reasonably practicable and not prohibited by law.

As between Humvora and the Customer, the Customer retains all right, title, and interest in and to the Customer Data, including all intellectual property rights therein. Nothing in this Agreement shall be construed to transfer or assign any ownership rights in Customer Data to Humvora. The Customer hereby grants to Humvora a non-exclusive, worldwide, royalty-free license to access, use, host, copy, transmit, display, process, and create derivative works of the Customer Data solely to the extent necessary to: (a) provide, maintain, support, and improve the Services for the Customer; (b) prevent or address technical or security issues; (c) comply with applicable law, regulatory requirements, or valid legal process; and (d) as otherwise expressly permitted under these Terms or the Privacy Policy, including the generation of de-identified, aggregated, or anonymized data and analytics that do not identify the Customer or any individual, which Humvora may use for product improvement, benchmarking, research, and the development of industry insights, provided that such aggregated data shall not be shared in a manner that could reasonably identify the Customer or any individual data subject. Humvora and its licensors retain all right, title, and interest in and to the Platform, including all software, source code, object code, user interfaces, designs, algorithms, workflows, templates, Documentation, trademarks, logos, and all intellectual property rights therein, whether registered or unregistered, and whether arising before, during, or after the Subscription Term. Except for the limited rights expressly granted to the Customer under these Terms, no other rights, licenses, or interests of any kind are granted by Humvora to the Customer. Subject to the Customer's compliance with these Terms and timely payment of applicable fees, Humvora grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term, solely for the Customer's internal business purposes and solely up to the number of licensed Authorized User seats specified in the applicable Order Form. Any feedback, suggestions, ideas, or recommendations provided by the Customer or its Authorized Users regarding the Platform ("Feedback") may be used by Humvora for any purpose, including incorporation into the Platform, without any obligation, attribution, or compensation to the Customer, provided that such Feedback shall not be construed to disclose any Confidential Information of the Customer.

Humvora shall implement and maintain appropriate administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, consistent with generally accepted industry standards for SaaS providers, including but not limited to encryption of data in transit using industry-standard protocols, encryption of data at rest, role-based access controls, multi-factor authentication for administrative access, regular vulnerability assessments, and logging and monitoring of access to production systems. Where the processing of Customer Data is subject to applicable data protection laws (including, where applicable, the Information Technology Act, 2000 and rules made thereunder in India, the EU General Data Protection Regulation, the UK GDPR, the California Consumer Privacy Act, or other applicable privacy legislation), the parties agree to cooperate in good faith to execute a data processing addendum ("DPA") setting out the roles, responsibilities, and obligations of each party as data controller, data processor, or equivalent, as applicable, and such DPA shall be incorporated by reference into this Agreement. Each party agrees to hold the other party's Confidential Information in confidence and not to disclose such Confidential Information to any third party, except: (a) to its employees, agents, and subcontractors who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those herein; (b) to the extent required by law, regulation, or valid order of a court or governmental authority, provided that, where legally permissible, the disclosing party is given prior notice and an opportunity to seek a protective order; or (c) with the prior written consent of the disclosing party. The confidentiality obligations herein shall survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law. In the event of a confirmed security incident resulting in unauthorized access to, or disclosure or loss of, Customer Data (a "Security Incident"), Humvora shall notify the Customer without undue delay and, in any event, within the timeframe required by applicable law, and shall provide reasonably requested information regarding the nature and scope of the Security Incident, the measures taken to mitigate its effects, and steps taken to prevent recurrence, to the extent such information is available to Humvora and can be disclosed without compromising security investigations or violating legal obligations. The Customer acknowledges that it is responsible for: (a) the configuration of access permissions, roles, and approval workflows within the Platform; (b) ensuring that only authorized individuals are granted Administrator privileges; (c) the security of devices and networks used by its Authorized Users to access the Platform; and (d) promptly removing access for Authorized Users who are no longer employed by or associated with the Customer.

The Platform may allow the Customer to integrate with, or enable access to, Third-Party Services, including but not limited to biometric attendance hardware, payroll bank disbursement partners, background verification agencies, accounting and ERP systems, communication and collaboration tools, single sign-on identity providers, and government compliance portals. Such integrations are provided for the Customer's convenience and are subject to the Customer entering into separate agreements directly with the relevant third-party providers where required. Humvora does not control and is not responsible for the availability, accuracy, content, products, services, privacy practices, or security of any Third-Party Services, and the inclusion of any link, integration, or reference to a Third-Party Service does not imply endorsement by Humvora. The Customer's use of any Third-Party Services is at the Customer's own risk and subject to the terms and privacy policies of such third parties. If a Third-Party Service ceases to be available, changes its terms, or modifies its application programming interface in a manner that affects integration with the Platform, Humvora shall use commercially reasonable efforts to notify affected Customers and, where feasible, provide alternative solutions, but shall not be liable for any disruption to such integrations caused by changes made by the relevant third party.

Humvora shall use commercially reasonable efforts to make the Platform available on a continuous basis, subject to scheduled maintenance, emergency maintenance, and circumstances beyond Humvora's reasonable control. Specific service level commitments, including uptime percentages, support response times, and associated service credits, if any, shall be set out in a separate Service Level Agreement ("SLA") where applicable to the Customer's subscription tier. Humvora may perform scheduled maintenance during which the Platform or certain features may be temporarily unavailable. Humvora shall use reasonable efforts to schedule such maintenance during off-peak hours and to provide advance notice through the Platform or by email where practicable. Emergency maintenance required to address security vulnerabilities or critical issues may be performed without prior notice. Customer support shall be provided through the channels specified in the Documentation, which may include email support, in-app chat, helpdesk ticketing, knowledge base articles, and, for certain subscription tiers, dedicated account management and phone support. Support response and resolution times, where committed, shall be as set out in the applicable SLA based on the severity classification of the reported issue. Humvora does not guarantee that the Platform will be uninterrupted, error-free, or completely secure, and the Customer acknowledges that internet-based services are inherently subject to limitations, delays, and other problems associated with the use of such facilities, for which Humvora shall not be liable except as expressly provided in an applicable SLA.

Humvora represents and warrants that: (a) it has the right and authority to enter into this Agreement and provide the Services; (b) the Services will be provided in a professional manner consistent with generally accepted industry standards; and (c) the Platform will substantially conform to the Documentation in all material respects during the Subscription Term. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICES, THE PLATFORM, AND ALL RELATED DOCUMENTATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Humvora does not warrant that: (a) the Services will meet the Customer's specific requirements, which may vary; (b) the operation of the Platform will be uninterrupted, timely, secure, or error-free; (c) any results obtained from the use of the Platform, including any computations relating to payroll, tax, or statutory compliance, will be accurate, complete, or suitable for the Customer's specific regulatory obligations without independent verification; or (d) any errors in the Platform will be corrected, although Humvora shall use commercially reasonable efforts to address material defects reported by the Customer. The Customer acknowledges that statutory and regulatory requirements relating to payroll, taxation, labour law, and employee benefits vary by jurisdiction and change frequently, and that while Humvora endeavors to keep relevant computational logic updated in line with publicly available regulatory changes, the Customer remains responsible for reviewing and verifying all computations, configurations, and outputs generated by the Platform prior to relying on them for statutory filings, payments, or other compliance purposes, and for seeking independent professional advice as needed.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUDED CLAIMS DESCRIBED BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO HUMVORA UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. "Excluded Claims" means: (a) a party's breach of its confidentiality obligations; (b) a party's indemnification obligations under this section; (c) the Customer's breach of the Acceptable Use Policy or unauthorized use of the Platform beyond the scope of the license granted; (d) either party's gross negligence, willful misconduct, or fraud; and (e) the Customer's payment obligations under this Agreement, none of which shall be subject to the liability cap set out above, except as otherwise required by applicable law. The Customer agrees to indemnify, defend, and hold harmless Humvora, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Customer Data, including any claim that the Customer's collection, use, or provision of Customer Data to Humvora violates applicable law or infringes the rights of any third party, including any employee or candidate whose personal data is processed; (b) the Customer's or its Authorized Users' breach of these Terms, including the Acceptable Use Policy; or (c) the Customer's use of the Platform in violation of applicable law. Humvora agrees to indemnify, defend, and hold harmless the Customer from and against any third-party claims, damages, losses, and costs (including reasonable legal fees) arising from any claim that the Platform, as provided by Humvora and used in accordance with this Agreement, infringes the intellectual property rights of a third party, provided that Humvora shall have no obligation under this section to the extent the claim arises from: (i) modification of the Platform by anyone other than Humvora; (ii) combination of the Platform with products, services, or data not provided by Humvora; or (iii) the Customer's continued use of the Platform after being notified of the infringing nature thereof and offered a non-infringing alternative.

Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics or epidemics, war, terrorism, civil unrest, governmental actions or restrictions, labour disputes, internet or telecommunications failures, failures of third-party hosting providers or Third-Party Services, and power outages, provided that the affected party uses reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable.

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles, unless otherwise expressly agreed in an applicable Order Form for Customers located in other jurisdictions. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination (a "Dispute"), the parties shall first attempt in good faith to resolve such Dispute through negotiation between authorized representatives of each party within thirty (30) days of written notice of the Dispute. If the Dispute is not resolved through negotiation within the period specified above, the Dispute shall be referred to and finally resolved by arbitration administered in accordance with the rules of a mutually agreed arbitral institution, conducted by a sole arbitrator appointed by mutual agreement of the parties, seated in Gurugram, Haryana, India, and conducted in the English language. The arbitral award shall be final and binding on the parties, subject to any right of appeal or challenge available under applicable arbitration law. Notwithstanding the foregoing, either party may seek interim or injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending the resolution of a Dispute through arbitration, without thereby waiving any right to arbitration. The courts located in Gurugram, Haryana, India shall have exclusive jurisdiction over any such interim applications.

Entire Agreement: These Terms, together with the applicable Order Form(s), Privacy Policy, DPA (where applicable), and any other documents incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings, whether written or oral. Assignment: The Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Humvora, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by these Terms. Humvora may assign this Agreement without the Customer's consent in connection with a merger, acquisition, reorganization, or sale of assets, or to an affiliate, provided that such assignment does not materially diminish the Customer's rights under this Agreement. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect. Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or any other right. Notices: All notices required or permitted under this Agreement shall be in writing and delivered by email to the addresses designated by each party for such purposes (in the case of Humvora, to legal@humvora.com, and in the case of the Customer, to the email address of its designated Administrator), and shall be deemed received upon confirmation of transmission, or, in the case of notices to Humvora regarding termination or legal disputes, additionally sent by courier or registered post to Humvora's registered office address as published on the Sites. Independent Contractors: The relationship between Humvora and the Customer is that of independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Export Compliance: The Customer shall comply with all applicable export control and economic sanctions laws and regulations in its use of the Platform, and shall not access or use the Platform in any country or jurisdiction subject to comprehensive sanctions, or by any person or entity on a restricted party list under applicable law. Publicity: Humvora may identify the Customer as a user of the Platform, including by displaying the Customer's name and logo on Humvora's website, marketing materials, and customer lists, unless the Customer opts out of such usage by written notice to Humvora. Survival: Provisions of this Agreement that by their nature should survive termination, including but not limited to provisions relating to payment obligations accrued prior to termination, confidentiality, intellectual property ownership, warranties and disclaimers, limitation of liability, indemnification, and governing law and dispute resolution, shall survive the termination or expiry of this Agreement. Language: These Terms are drafted in the English language, and any translation provided is for convenience only. In the event of any conflict between the English version and a translated version, the English version shall prevail.

If you have any questions, concerns, or comments regarding these Terms of Service, or if you wish to provide notice under this Agreement, please contact us at: Humvora Technologies Website: www.humvora.com Email: info@humvora.com Registered Office: Noida, Uttar Pradesh, India Customers are encouraged to retain a copy of these Terms, along with the applicable Order Form and any amendments, for their records.