LEAPVAULT..your way to the top

Effective 1st July, 2008

01. INTRODUCTION

These Terms of Use explain and establish the contractual, legally binding agreement by and between Harivatsa Education Pvt. Ltd. (“HEPL”), a Company duly incorporated under the provisions of the Indian Companies Act, 1956 providing its services under the Division / brand / trade name “LEAP VAULT.COM” (“LVC”) and you the Member (each individually a "Party" and collectively the "Parties") governing each Member’s use of LeapVault.com and all other Web sites operated by HEPL/LVC and its legal affiliates (the "LVC Web Sites") and the services provided by HEPL/LVC, either through the LVC Web Sites or otherwise ("LVC Services"). As used herein, "you" and "Member" refer to the person or entity that is using the LVC Services or LVC Web Sites, including without limitation those registering with LVC as a Professional / Candidate, Hiring Manager, or combination thereof as the case may be.

Your use of the LVC Web Sites or LVC Services indicates your unconditional, unreserved and irrevocable acceptance of these Terms of Use. If you do not agree to these Terms of Use or if you do not have the right to legally enter into this agreement, you should not use the LVC Web Sites or LVC Services.

LVC may at its discretion (without in any manner being answerable and/or called upon to justify) amend these Terms of Use at any time by updating this page. Any changes to these Terms of Use shall also be binding on you. You agree that your continued use of the LVC Web Sites or LVC Services shall constitute your agreement to such amendments to these Terms of Use.

A Hiring Manager includes anyone who registers on the LVC Sites whether as Hiring Manager, Employer or Recruiter, and regardless of and notwithstanding registration; anyone who utilizes the LVC Services in any way to locate individuals for various purposes, including the purpose of facilitating in any way that individual’s providing services to a company, person or entity of any type ("Hiring Manager"). Hiring Manager hereby represents and warrants that it has full right and authority necessary to enter into these Terms of Use on behalf of itself, its employer, its employer’s corporate or partnership affiliates, the entity utilizing the Professional / Candidate’s services or otherwise employing the Professional / Candidate, and the corporate and partnership affiliates of the entity utilizing the Professional / Candidate’s services or otherwise employing the Professional / Candidate (collectively, the "Hiring Manager Affiliates"), and that the Hiring Manager Affiliates shall be legally bound by all obligations of the Hiring Manager set forth in these Terms of Use.

(If you have any questions about these Terms of Use, you may send an email to us at admin@leapvault.com.)

02. SERVICES, GENERALLY

As more fully described below, LVC assists Hiring Managers in finding the best candidates among the Professional / Candidates registered on the LVC Web Sites by (i) giving Hiring Managers access to the database of Professional / Candidates on the LVC Web Sites (ii) facilitating introductions and interviews between Hiring Managers and Professional / Candidates (iii) allowing Hiring Managers to post Jobs / Job descriptions on the LVC Web Sites which will be accessed by Professionals / Candidates. By registering, Professional / Candidates (will) have the opportunity to be selected by Hiring Managers for job assignments by (on) an independent contractor, non-employee basis ("Assignments"), or for part-time or full-time employment ("Employment"). It is explicitly clarified that LVC does not employ Professional / Candidates. Instead, LVC only facilitates the search and evaluation process between Hiring Managers and Professional / Candidates and LVC shall not be responsible in any manner whatsoever including but not limited to breach of any contract / agreement arrived at inter se between Hiring Manager and the Professional / Candidate.

03. INTRODUCTION, ENGAGEMENT & PAYMENT PROCESS; LVC’S FEES

A Hiring Manager may select one of three methods to meet and engage a Professional / Candidate for an Assignment or Employment:

Full Service Executive Search

The Hiring Manager may initiate contact with a Professional / Candidates by submitting a request to LVC, either through the LVC Web Sites, by phone, by email or by other means of communication for a full service introduction to the Professional / Candidate ("Full Service Executive Search"). Upon receipt of the request, a LVC account manager will pre-screen the Professional / Candidate by contacting the selected Professional / Candidate, which includes confirming his/her availability and level of interest in the Assignment or employment. With the Professional / Candidate’s consent, the LVC account manager will present the Professional / Candidate’s profile and resume to the Hiring Manager. Once the Professional / Candidate’s identity and/or contact information is disclosed to the Hiring Manager, the Hiring Manager is no longer eligible for the Online Introduction Process set forth in part (b) below with respect to such Professional / Candidate, and any engagement of such Professional / Candidate by the Hiring Manager is subject to the terms governing the Full Service Executive Search as set forth in this part (a).

Hiring Manager hereby expressly agrees to indemnify, defend and hold LVC harmless from and against any and all claims, demands, actions, liability, damages, costs or expenses (including without limitation attorneys’ fees), whether in tort, contract, or otherwise, arising out of or related to the terms of the Professional / Candidate’s Assignment or employment with Hiring Manager or the performance thereof, or for Hiring Manager’s failure to pay the compensation, salary and any related Professional / Candidate expenses.

The Hiring Manager hereby acknowledges and agrees that the payment of the Invoice constitutes the Hiring Manager’s acknowledgement of completion of all work covered by such Invoice and the quality, accuracy and thoroughness of the work under the applicable Assignment. If a Hiring Manager disputes any component of the Invoice amount, the Hiring Manager shall pay all undisputed amounts within the time frame set forth above, and the Hiring Manager and Professional / Candidate will cooperate in good faith to promptly verify any disputed amounts. In the event of nonpayment by a Hiring Manager of any Invoice when due that has not been reasonably disputed by the Hiring Manager (even where such non–payment occurs on account of Hiring Manager’s bankruptcy or insolvency), LVC may suspend providing LVC Services or access privileges to such Hiring Manager’s account ("Suspension") until such time as the past due Invoices have been paid in full to LVC pursuant to the terms of the applicable Invoice. In the event of Suspension, LVC shall not incur any liability whatsoever for any delay affecting any Member arising there-from.

Due to the nature of hiring requirements and the policies of different corporations, a Professional / Candidate may be presented with an opportunity to work with a Hiring Manager’s company under payment or invoicing terms that differ from the process described above. Any such terms are subject to the prior written consent of LVC and/or the TPA. Notwithstanding the foregoing, in no event shall any such payment, invoicing or other terms or conditions limit or restrict LVC’s right to the LVC Engagement Fees, Employment Fees, Outside Fees, or the TPA’s or LVC’s right to the TPA Fees, or the Hiring Manager’s obligation to pay such fees. As part of the Full Service Executive Search; LVC’s account manager will arrange the initial and follow–up interviews between the Hiring Manager and Professional / Candidate.

The Hiring Manager shall notify LVC in the event that a Hiring Manager or the Hiring Manager Affiliates desire to hire an Professional / Candidate as a part-time employee, a full–time employee, a full time contractor, or on any other full time basis at any time during the following time periods (collectively, the "Covered Period"): the twelve (12) months after the date of either the Full Service Introduction between such Hiring Manager and Professional / Candidate or any other event or occurrence by which the Hiring Manager becomes aware of the Professional / Candidate through direct or indirect use of the LVC Web Site or LVC Services. Within thirty (30) days after the date of such hire (the "Employment Date"), the Hiring Manager shall pay to LVC a sum calculated on the basis of the following pricing chart*:

Salary Level % of total Salary cost to Hiring Manager From Rs 6 to 12 Lakhs per annum 9 % From Rs 12 to 18 Lakhs per annum 12% From Rs 18 to 24 Lakhs per annum 16% From Rs 24 to 48 Lakhs per annum 20% From Rs 48 to 100 Lakhs per annum 25% Above Rs 100 lakhs or 1 Crore per annum 30%

Service Tax extra (presently @ 12.36%). Any other government levies, cess or taxes will be borne by the Hiring Manager.

Total Salary cost to the Hiring Manager, includes but is not limited to base salary and sign on bonus, variable incentives, contributions to provident fund, gratuity, insurance benefits that the Professional / Candidate will receive during or which is attributable to the twelve (12) month period following the Employment Date ("Employment Fee"). You further agree to provide LVC within thirty (30) days of the Employment Date a copy of the offer letter and all similar documents (employment contracts, payment stubs, etc.) setting forth all forms of compensation (base salary, bonuses, incentives) to be paid to the Professional / Candidate during the Covered Period so that LVC may calculate the Employment Fee. LVC will warrantee the Professional / Candidate’s duration in the position for ninety (90) days after the Employment Date. Should Professional / Candidate permanently cease working in all capacities for Company and all Company Affiliates within ninety (90) days after the Employment Date, LVC will at no additional charge present additional qualified candidates. This is applicable if the candidate is terminated for performance reasons within the first ninety (90) days of employment and excludes candidates who leave for reasons other than job performance, such as a change in ownership, organizational realignment and restructuring, etc. LVC shall neither refund any Employment Fees nor shall be liable for any losses for any reason, including without limitation if the Company or Company Affiliate is not satisfied with the Professional / Candidate’s performance. You acknowledge and agree that LVC may be involved in the negotiation of the cash compensation that the Professional / Candidate will receive. You further acknowledge and agree that LVC shall have no responsibilities in connection with any such Employment. Without limiting the generality of the foregoing, in no event shall LVC be responsible for any invoicing, payment collection and disbursement in connection with such Employment. Hiring Manager hereby agrees to indemnify, defend and hold LVC harmless from and against any and all claims, demands, actions, liability, damages, costs or expenses (including without limitation attorneys’ fees) arising out of or related to such Employment. Hiring Manager further agrees that Employment will be governed by the terms of a separate employment agreement between the Hiring Manager and the Professional / Candidate, subject, however, to the Hiring Manager’s obligation to pay LVC the Employment Fee and/or Outside Fee as set forth in these Terms of Use.

Hiring Managers and Hiring Manager Affiliates are required to notify LVC and pay LVC the applicable LVC Employment Fee if they engage or employ n Professional / Candidate on an independent contractor, temporary, part-time employee, full-time employee or other basis, during the Covered Period. Notwithstanding anything to the contrary in these Terms of Use or otherwise, in the event that the Hiring Manager or Hiring Manager Affiliates have engaged or employed the Professional / Candidate, on an independent contractor, temporary, part-time employee, full–employee or other basis, during the Covered Period without notifying LVC and paying LVC the applicable LVC Employment Fee or on Failure to pay an invoice for employment fees within 30 days of the invoice date, the Hiring Manager hereby agrees to pay to LVC an interest charge of 1.5% per month on the total outstanding amount, as liquidated damages and not a penalty. You agree to provide LVC within thirty (30) days of the Employment Date a copy of the offer letter and all similar documents (employment contracts, payment stubs, etc.) setting forth all forms of compensation (base salary, bonuses, incentives) to be paid to the Professional / Candidate during the Covered Period so that LVC may calculate the fees it is owed.

LVC makes no representation or warranty regarding a Professional / Candidate’s willingness to accept or perform an Assignment or other employment, or a Hiring Manager’s willingness to engage or employ an Professional / Candidate for an Assignment or other employment. The decision to work, the decision to engage or employ, and the acceptance of the terms of the engagement or employment are solely the responsibility of the Professional / Candidate and Hiring Manager. LVC will not refund any LVC Engagement Fees, Employment Fees for any reason, including without limitation if the Hiring Manager is not satisfied with the Professional / Candidate’s performance or for any other reason.

All payments described in these Terms of Use shall be paid in Indian Rupees (INR) currency unless otherwise agreed by LVC.
Professionals / Candidates Database Access – Online Introduction

The Hiring Manager can access LVC’s database of professionals / candidates, use LVC’s automatic search, matching process, or any other online tool that LVC provides and permits Hiring Manager to use which may present Hiring Manager with suitable candidate profiles either on LVC or through email / text messages. Hiring Manager may initiate contact with a Professional / Candidate by submitting a request on the LVC Web Sites for an online introduction to the Professional / Candidate ("Online Introduction"). Kindly note that, only certain Professional / Candidates as determined by LVC in its sole discretion will be eligible to participate in an online introduction. Upon submission of an online introduction request, LVC will contact the selected Professional / Candidate to confirm his/her availability and level of interest in the proposed Assignment or position of employment. If the Professional / Candidate is interested in the assignment he/she will apply through the site, and the hiring manager will be presented with the Professional / Candidate’s contact information. From that point forward, the relationship of the hiring company with the Professional / Candidate is a direct relationship, without LVC involvement. The Hiring Manager agrees to pay LVC the following charges for the above mentioned services:

Proposed Salary Level for the position of employment Online Introduction Fee (per candidate Introduction) Up to Rs 6 Lakhs per annum Rs 5000 From Rs 6 to 9 Lakhs per annum Rs 10,000 From Rs 9 to 12 Lakhs per annum Rs 20,000 Above Rs 12 Lakhs per annum Based on separate discussion between LVC & Hiring Manager

The Hiring Manager agrees that he will provide true and accurate information about the proposed / offered salary level for the particular employment position or assignment. LVC at its sole discretion will decide whether or not to offer online introductions to Hiring Managers for a proposed assignment or employment position. LVC may in such cases decide to offer only Full Service Executive Search as described in (a) above.

Payment may be made by cheque to LVC at the headquarters situated at 61 Mittal Tower, B Wing, Nariman Point Mumbai 400 021 or payment can be made online through www.leapvault.com .

LVC may require that payments for services under (b) be made in advance depending upon the relationship and dealings between LVC and the Hiring Manager. If so, then appropriate amounts will be debited from the Hiring Managers account with LVC based on the agreed upon rate for online introductions. LVC will not make any refunds of payments received in advance. The advance payment for services under (b) will be valid for only these services from LVC and separate payments would be required for services under (a) or ( c) or any other services for which Hiring Manager engages with LVC. The advance payment will be valid for a period of 12 months from the date of such advance payment or depletion of Hiring Manager’s account based on debits for online introductions whichever is earlier post which Hiring Manager will make further payments to LVC for availing services under (b).

LVC makes no representation or warranty regarding the Professional / Candidate’s willingness to accept or perform the Assignment or a Hiring Manager’s willingness to engage a Professional / Candidate on the Assignment. LVC makes on representation or warranty regarding the authenticity or trueness of the professional / candidates personal, contact information or background or any other information provided by the professional / candidate. The decision to work, the decision to engage or employ, and the acceptance of the terms of the engagement or employment are solely the responsibility of the Professional / Candidate and Hiring Manager. LVC will not refund the online introduction Fee for any reason once the online introduction has been made by LVC between the Hiring Manager and the Professional / Candidate.
Job Postings / Career Opportunity Posting on LVC – Online Applications

LVC may allow Hiring Manager to post a job, assignment or employment position on LVC (Career Opportunity Posting). The format / method / structure / display of for such postings may be changed by LVC without any permission from or any intimation to the Hiring Manager. Based on the posting, LVC’s search and matching feature or any other online tool may present the posting to candidates and vice versa present candidates to the Hiring Manager. Candidates / Professionals may themselves submit online applications through LVC for these particular postings in which case LVC will present the candidates profile to the Hiring Manager who may then decide to go ahead and request for the candidates contact details which LVC will provide to Hiring Manager after obtaining candidate’s permission. Hiring Manager may also request LVC for online introduction as in (b) for candidates who have not submitted online applications for the posting but who have been presented to the Hiring Manager as a result of any of LVC’s online tools, search and matching services based on the posting. Payment for postings may be required to be made in advance. The advance payment will be valid for a period of 12 months from the date of such advance payment or depletion of Hiring Manager’s account based on number of postings or debits for online introductions whichever is earlier post which Hiring Manager will make further payments to LVC for availing services under (c). Pricing terms and charges for online applications are the same as online introductions and LVC reserves the right to decide for individual postings whether the Hiring Manager will have the option to avail services under (a), (b) or (c)

04. MEMBER CONDUCT

You agree to strictly comply with all applicable local, state, national and international laws, statutes, rules, ordinances, regulations and common law, including without limitation those governing antitrust, privacy, unfair competition, non–discrimination, employment, false advertising, taxation and export control, in connection with the LVC Services and LVC Web Sites and your use thereof, including without limitation with respect to: (i) your ordering or posting of services or offers on the LVC Web Sites; (ii) your retrieval and use of information on the LVC Web Sites, and (iii) your employment, contractor or other relationship with another Member. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported from India or the country in which you reside, as well as all local rules regarding online conduct and acceptable conduct.

You are solely responsible for paying all applicable fees and taxes incurred in connection with access to LVC servers and the LVC Web Sites, including without limitation the cost of internet service. In addition, you are solely responsible for any and all information that you post on the LVC Web Sites, including but not limited to any posting or listing in any public message area or through any email feature. You are further responsible for and you shall provide accurate, current and complete information about yourself to LVC and on the LVC Web Sites and maintain and update such information to keep it accurate, current and complete.

You shall strictly adhere to the LVC Privacy Policy, which is hereby incorporated by reference into these Terms of Use and is viewable on the LVC Web Sites. The LVC Privacy Policy terms and conditions shall be subject to change at any time by updating the Privacy Policy page on the LVC Web Sites. Member expressly agrees that his/her continued use of the LVC Web Sites or LVC Services after such change shall constitute the Member’s consent to such changes in the LVC Privacy Policy.

You are responsible for protecting and maintaining the confidentiality of your password and registration information related to your use of the LVC Services and LVC Web Sites. You are also responsible for all uses of your password and registration information, whether or not authorized by you. If others use your password or registration information to post information, material or other content on the LVC Web Sites that is prohibited by these Terms of Use, LVC may limit or restrict your access to the LVC Services and LVC Web Sites and/or terminate your account. You agree to notify LVC immediately if you know of or suspect any unauthorized use of your password or registration information. Moreover you shall be solely responsible and liable for all costs and consequences due to the misuse of your password or registration information and LVC shall not be liable for the same in any manner whatsoever and accordingly you indemnify LVC in this regard.

You agree that you will NOT do any of the following, nor use the LVC Services or LVC Web Sites to do any of the following:

upload, post, email, transmit or otherwise make available any information, material or other content (collectively "Content") that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, indecent, pornographic, libelous, invasive of another’s privacy, false, inaccurate, misleading, incomplete, stale, hateful, or racially, ethnically or otherwise objectionable, offensive or inappropriate;
harm minors in any way;
impersonate any person or entity, including but not limited to a LVC employee or another Member, or falsely state or otherwise misrepresent your affiliation with a person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the LVC Services or LVC Web Sites;
upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights, publicity rights, privacy rights or other rights of LVC, another Member, or any third party;
upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising;
upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
interfere with or disrupt the LVC Services, LVC Web Sites or servers or networks connected to the LVC Services or LVC Web Sites, or disobey any requirements, procedures, policies or regulations of networks connected to the LVC Services or LVC Web Sites;
provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the Indian Government as a foreign terrorist organization;
"stalk" or otherwise harass another Member;
collect or store personal data about other Members for purposes other than consideration of a Member for a potential employment or contracting relationship;
send email in violation of any Indian Enactment or Statute for the time being in force or any other applicable anti-"spam" law to LVC, other Members, or any third party;
use any device, software or routine, including but not limited to any viruses, spyware, malware, trojan horses, worms, time bombs, cancelbots or denial-of-service attacks, intended to damage or interfere with the proper working of the LVC Web Sites or any transaction being conducted on our site, or to surreptitiously intercept or expropriate any system, data or personal information from the LVC Web Sites;
"frame" or "mirror" the LVC Web Sites or any portion thereof;
take any action that imposes an unreasonable or disproportionately large load on the LVC infrastructure, including but not limited to "spam" or other such unsolicited mass emailing techniques;
respond to postings by other Members for any purpose or in any manner other than that which is expected (i.e. to apply for the Assignment or Employment in the case of an Professional / Candidate, or to initiate further discussion with an Professional / Candidate in the case of a Hiring Manager);
use the LVC Services or LVC Web Sites in any manner if you are a competitor of LVC, including without limitation soliciting Professional / Candidates, or Hiring Managers for any purpose whatsoever;
resell or make available to any non-Member any of the LVC Services, the LVC Web Sites or any content on the LVC Web Sites, or use the LVC Services or LVC Web Sites for any unlawful, commercial, research or information gathering purposes; or
delete or revise any material posted by another Member on the LVC Web Sites, access data not intended for you on the LVC Web Sites, or log into an account which you are not authorized to access.

Please report any prohibited conduct by other Members to info@leapvault.com. LVC is under no obligation to monitor the conduct of Members on the LVC Web Sites or any materials posted thereon, but it may respond when violations are reported. You acknowledge and agree that Company has the right (but not the obligation) to monitor the LVC Web Sites and LVC Services, including without limitation all Member postings. Without limiting LVC’s other rights as set forth in these Terms of Use, LVC reserves the right, with or without notice to the applicable Member, to remove content posted by a Member on the LVC Web Sites, remove any Member from the LVC Web Sites, and/or take any other technical or legal action LVC deems necessary in the event that LVC believes, in its sole discretion, that the Member is creating problems, possible legal liabilities, violating these Terms of Use, or otherwise acting inconsistently with the letter or spirit of LVC’s policies. LVC also reserves the right to report any wrongdoing of which LVC becomes aware to the applicable government or law enforcement agencies or otherwise.

05. PROHIBITED PROFESSIONAL / CANDIDATE CONDUCT

Professional / Candidate are prohibited from providing any misleading or inaccurate information to LVC, other Members, or any other party. Professional / Candidate warrants that all information provided about Professional / Candidate or otherwise, through the LVC Web Sites or any other means or medium, to LVC or any other Member or party, including without limitation Hiring Managers, is complete and accurate. Professional / Candidate shall not enter any personally identifiable information or contact information, including without limitation name, address, phone numbers, email address, etc. anywhere within the LVC Web Sites or other systems, other than where that specific piece of personally identifiable information is requested by LVC.

06. RELATIONSHIP OF LVC AND MEMBERS

No Member shall be considered the employee, agent, partner or joint venturer of LVC and LVC shall not be considered the employer, agent, partner or joint venturer of any Member. LVC and the Members are to act as independent contractors in relation to each other and are not authorized to make any contract, agreement, warranty or representation on behalf of each other. You agree that LVC, by providing the LVC Services, does not accept liability as an employer, either singularly or jointly, of any Professional / Candidate and that the Professional / Candidate is an independent contractor. LVC is not an employment agency or recruiting firm.

You agree and understand that, except with respect to the determination of the LVC Engagement Fee, TPA Fee, Employment Fee or Outside Fee, LVC will not in any way be involved in the terms and conditions of the employment or contracting arrangement between a Hiring Manager and an Professional / Candidate, and that any services for which you engage an Professional / Candidate or for which you are engaged by a Hiring Manager are provided by and under the applicable Assignment Agreement(s) or other employment agreement. LVC is not responsible for and will not control the means, methods or manner in which an Professional / Candidate performs his/her services for the Hiring Manager, and LVC is not involved in the hiring, firing, discipline or working conditions of the Professional / Candidate. LVC makes no warranties, representations or guarantees that the LVC Web Sites or content thereon will result in Professional / Candidates being hired or that Assignment or Employment openings will be filled. LVC is not responsible for any employment or contracting decisions made by Members. LVC is under no obligation to ensure the timeliness, accuracy, completion or workmanship of any Assignment or other Employment. LVC will not provide any Professional / Candidate with any materials or tools with which to complete any projects for which a Hiring Manager engages a Professional / Candidate. Any problems, complaints or questions regarding the work environment, performance or other terms and conditions of employment and/or contracting is a matter to be resolved solely between the Professional / Candidate and Hiring Manager.

Because LVC is not the employer of Professional / Candidates, LVC will not be responsible for any payment, salary, tax or other withholding obligations, whether federal, state, local, or otherwise, for the services being performed through LVC by an Professional / Candidate. The Professional / Candidate, TPA and the Hiring Manager shall be liable for all such withholding obligations, and you agree to resolve any dispute regarding such obligations with the Professional / Candidate, TPA and Hiring Manager, as applicable.

07. LICENSE

You hereby grant LVC a non-exclusive, worldwide, perpetual, royalty-free, irrevocable right and license to use, distribute, disclose, reproduce and display any information, materials or content you post on the LVC Web Sites or otherwise provide to LVC, and to exercise all copyright and publicity rights with respect thereto, subject to the LVC Privacy Policy. Without limiting the generality of the foregoing, you authorize LVC to disclose your information to other Members as described in these Terms of Use and elsewhere on the LVC Web Sites, subject to the LVC Privacy Policy. In addition, you hereby grant LVC permission to display your logo, trademarks and company name on the LVC Web Sites and in press or other public releases or filings. By submitting any information, materials or content on the LVC Web Sites or otherwise to LVC, you acknowledge, represent and warrant that you have all right and authority to grant such rights to LVC.

08. TERM AND TERMINATION

These Terms of Use shall become effective upon the date of a Member’s registration and shall continue with respect to such Member until terminated by either Party as provided below.

A Member may terminate at any time for any reason by completing the deregistration process provided for on the LVC Web Sites (the "Deregistration Process"). Upon completion of the Deregistration Process, LVC will remove the deregistering Member’s account and LVC will owe no further obligation to such Member. However, you agree that LVC may still contact you by phone or email to resolve any outstanding issues between you and LVC, if applicable.

LVC may effect such termination by canceling such Member’s account. Each Member’s use of the LVC Web Sites and LVC Services is a privilege. LVC reserves the right to revoke or suspend that privilege and cancel any Member’s account for any reason at any time, in LVC’s sole discretion.

Any termination of these Terms of Use shall not affect any obligations established between a Hiring Manager and a Professional / Candidate, including without limitation a Hiring Manager’s obligation to pay Professional / Candidates for Assignments or Employment. In addition, any termination of these Terms of Use shall not affect a Hiring Manager’s obligation to timely pay LVC the LVC Engagement Fee, TPA Fee, Employment Fee, Outside Fee or Introduction Fee in accordance with the above and/or any other fee and/or charges for the services rendered as more particularly enumerated herein and/or agreed upon between the parties. In the event that LVC has agreed to provide invoicing services in connection with an Assignment, LVC shall continue to perform such invoicing services to the extent necessary to complete any Assignment pending on the date of termination.

09. DISCLAIMERS AND LIMITATIONS OF LIABILITY

THE LVC WEB SITES AND LVC SERVICES ARE PROVIDED ON "AS IS, WHERE IS” BASIS, AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS (EXPRESSED OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). TO THE FULLEST EXTENT PERMITTED BY LAW, LVC DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTIBILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. NO ADVICE, OPINION OR STATEMENT OF LVC OR ITS AGENTS OR EMPLOYEES SHALL CREATE ANY WARRANTY.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LVC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED: (I) AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY MEMBER OR THIRD PARTY; (II) AS TO THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE LVC SERVICES OR THE LVC WEB SITES; (III) AS TO THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, SAFETY OR LEGALITY OF ASSIGNMENTS OR EMPLOYMENT, ANY POSTINGS MADE BY ANY MEMBER, OR ANY OTHER INFORMATION, MATERIALS OR CONTENT PROVIDED BY A MEMBER; OR (IV) AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE LVC WEB SITES OR LVC SERVICES.

IN ADDITION, LVC MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, THAT THE LVC WEB SITES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT THE LVC WEB SITES AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE LVC WEB SITES, AND ALL CHARGES RELATED THERETO. IF YOUR USE OF THE LVC WEB SITES OR THE CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, LVC IS NOT RESPONSIBLE FOR THOSE COSTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE LVC SERVICES, THE LVC WEB SITES AND THE INTERNET GENERALLY.

LVC makes no warranties, representations or guarantees regarding the effectiveness or timeliness of the LVC Web Sites or the content thereof, including without limitation with respect to meeting the hiring or employment objectives of Members. LVC does not warrant, represent or guarantee that a Member’s resume or job posting will be viewed by any other Member or by a specific number of Members.

LVC does not routinely conduct background checks on any Members and thus cannot guarantee that their profiles match their true identity, educational or work experience, or other attributes of the Members. LVC assumes no responsibility or liability for any Member selected by another Member for a particular Assignment or Employment. You acknowledge that there may be certain risks, including without limitation the risk of physical harm and of dealing with strangers, underage persons or people acting under false pretenses, associated with pursuing relationships begun on the Internet. You assume all risks related to dealing with other Members with whom you have had contact through the LVC Web Sites or LVC Services.

LVC does not control, evaluate, censor or endorse any information posted by Members on the LVC Web Sites or otherwise provided to LVC by Members, and LVC accepts no liability for any such information, including but not limited to any information posted about any Member or non-member. Information on the LVC Web Sites is provided "AS IS" and may contain technical inaccuracies or typographical errors. Such information may also be offensive, harmful, inaccurate, mislabeled or deceptively labeled, or otherwise in violation of these Terms of Use. LVC further accepts no liability for the acts, omissions or conduct of any Member. You assume sole responsibility for any information you post on the LVC Web Sites and for your conduct on and off the LVC Web Sites. Nothing on the LVC Web Sites or elsewhere shall be considered a representation, endorsement or warranty by LVC with respect to any Member or third party, whether regarding its products, services, web site, hiring, employment or recruiting practices, or otherwise.

The LVC Web Sites may contain links to third-party web sites not under the control or operation of LVC. When LVC includes such links, LVC does so only as a convenience and does not endorse and is not responsible for the content or privacy policy or practices of any linked site a Member may choose to visit. If you decide to access a linked third-party web site, you do so at your own risk.

LVC makes no representation that materials on the LVC Web Sites are appropriate or available for use in other jurisdictions outside India, and accessing them from territories where their contents are illegal is prohibited. If you choose to access the LVC Web Sites from such other jurisdictions, you do so on your own initiative at your own risk, and you are responsible for compliance with local laws.

LVC is not registered as a lawyer referral service in any state or jurisdiction and does not operate for the purpose of referring potential clients to lawyers. If you are a lawyer, you agree not to use the LVC Web Sites for the purpose of seeking potential clients.

IN NO EVENT SHALL LVC BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES IN CONNECTION WITH THESE TERMS OF USE, THE LVC SERVICES OR LVC WEB SITES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE LVC WEB SITES OR LVC SERVICES IS TO STOP USING THE LVC WEB SITES AND LVC SERVICES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. IF THE LIMITATIONS IN THIS PARAGRAPH ARE HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION, THEN LVC’S LIABILITY TO YOU OR ANY OTHER MEMBER SHALL BE LIMITED AS SET FORTH IN THE FOLLOWING PARAGRAPH.

Notwithstanding anything to the contrary in these Terms of Use or otherwise, in no event will LVC be liable to you in connection with the LVC Web Sites or LVC Services, whether based on warranty, contract, tort, strict liability, negligence, or any other theory of liability, exceeding the greater of: (A) INR 25,000/- or (B) the aggregate amount of the LVC Engagement Fees or Employment Fees actually collected by LVC related to the Assignment or Employment to which the liability relates during the six (6) month period immediately preceding the determination of such liability, whichever is lesser.

LVC’s contracts with certain of its suppliers provide for scheduled maintenance, preventative maintenance, and emergency maintenance work. LVC will have no liability whatsoever for any unavailability of the LVC Web Sites, including without limitation any unavailability caused by LVC’s suppliers’ performance or lack of performance of the maintenance work needed to keep the LVC Web Sites operable.

LVC will also not have any liability for any loss of data or transactions resulting from delays, non–deliveries, mis-deliveries or service interruptions caused by LVC, any third party acts or omissions, the acts or omissions of any web services provider, or problems with the Internet infrastructure or networks external to the LVC Web Sites.

Neither of the Parties to these Terms of Use shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay, subject to the terms regarding termination above.

The limitations of liability provided in these Terms of Use inure to the benefit of LVC, LVC’s affiliates and all of their respective officers, directors, employees, attorneys and agents.

10. OWNERSHIP

The LVC Services, LVC Web Sites (including all content thereon) and all intellectual property rights in or related to the LVC Services and the LVC Web Sites, including but not limited to copyrights, patents, trademarks, service marks and any feedback left by Members on the LVC Web Sites, are owned and/or licensed by LVC, and all right, title and interest in the LVC Web Sites, the LVC Services and the related intellectual property rights, are and shall remain LVC’s sole property. This includes, without limitation, the "LeapVault.com" URL, the Leap Vault .Com design logo, and certain other names and logos used by LVC, all of which are service marks or trade marks of LVC. This also includes, without limitation, the "look and feel" of the LVC Web Sites (including design, layout, color combinations, button shapes and other graphical elements), which is protected by LVC’s service marks, trade marks and copyrights.

You may not reproduce, reverse engineer, decompile, disassemble, modify or create derivative works of or with respect to the LVC Services, LVC Web Sites or the related intellectual property, and these Terms of Use do not grant you permission to do so. You may not reproduce, modify, display, sell or distribute the content on the LVC Web Sites or use it in any other way for public or commercial purpose. LVC authorizes you to view and download a single copy of the content on the LVC Web Sites solely for your personal, noncommercial use. Certain content on the LVC Web Sites may be licensed from third parties. All such third party content and all intellectual property rights related to that content belong to the respective third parties. You may not remove any copyright, trademark, or other intellectual property or proprietary notice or legend contained in the LVC Web Sites, including any LVC Web Sites content.

Without limiting any other rights or remedies LVC may have under these Terms of Use or otherwise, LVC may limit, suspend, or terminate the LVC Services and/or Member accounts, limit or prohibit access to the LVC Web Sites, modify or remove content on the LVC Web Sites, including without limitation eliminating or discontinuing any content or feature thereon or thereof, or restrict the hours of availability of the LVC Web Sites.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless LVC and its affiliates, officers, directors, employees and agents from and against any and all claims, demands, actions, losses, costs, expenses (including without limitation reasonable attorneys’ and Professional / Candidates’ and consultants’ fees), damages or other liabilities, of any kind or nature, (collectively "Liabilities") which arise out of, result from, allege, or otherwise relate to: (i) your use of the LVC Web Sites or the LVC Services, (ii) any information, materials or content you post on the LVC Web Sites or otherwise provide to LVC or another Member, (iii) your breach of these Terms of Use, (iv) any Assignment, Employment or other relationship you establish with another Member or the performance thereof, including without limitation payment and withholding obligations, or (v) any other act of commission and/or omission by you.

Any such indemnification shall be conditioned on LVC’s: (a) notifying you in writing of any such Liabilities; (b) cooperating with you in the defense or settlement thereof at your expense; and (c) allowing you to control such defense or settlement, unless LVC is not fully and properly defended or indemnified or unless such settlement or result will adversely affect LVC’s operations. LVC shall be entitled to participate in such defense through LVC’s own counsel at LVC’s own cost and expense.

12. GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION

The LVC Web Sites (excluding linked sites) are operated by LVC from offices within the State of Maharashtra, India. They can be accessed from all the states of India and from other countries around the world. As each of these places has laws that may differ from those of Indian Law, by accessing the LVC Web Sites or utilizing the LVC Services, you agree that these Terms of Use and your use of the LVC Web Sites and LVC Services shall be governed in all respects by the internal substantive laws of India, without regard to conflict of laws provisions, and shall not be governed by the Indian Contract Act.

If a dispute arises between you and LVC, you agree that you will first contact LVC directly to attempt to resolve such dispute before initiating legal action. You agree that any claim or dispute that you may have against LVC or that LVC may have against you, and that is not resolved by the parties, shall be resolved by Arbitration. Any and all disputes, controversies and conflicts (hereinafter referred to as "Disputes") arising out of this Agreement between the Parties hereto or arising out of or relating to or in connection with this Agreement and the performance or non-performance of the rights and obligations set forth herein or the termination or validity or interpretation or implementation or alleged breach of any provision of this Agreement shall be referred for arbitration in terms of the Arbitration and Conciliation Act, 1996 or any modifications and/or reenactment thereof. As aforesaid prior to submitting the Disputes to arbitration the parties hereto shall mutually resolve to settle the Disputes through mutual negotiation and discussions. In the event that the said Disputes are not settled within 30 days of the arising of the Disputes, the same shall finally be settled and determined by arbitration to be conducted by a sole arbitrator in accordance with the Arbitration and Conciliation Act, 1996. The place of arbitration shall be Mumbai and the language used in the arbitral proceedings shall be English.
The sole arbitrator shall be decided and appointed by LVC, which appointment shall not be objected to or challenged by the member and/or the Professional / Candidate and/or the Hiring Manager in any manner whatsoever, including challenging the award of the arbitrator on this ground.
The arbitral award and decision by the arbitrator shall be in writing and shall be final and binding and shall be enforceable in any court of competent jurisdiction. None of the Parties shall be entitled to commence or maintain any action in a court of law upon any Dispute arising out of or relating to or in connection with this Agreement, except for the enforcement of an arbitral award or as permitted under the Arbitration and Conciliation Act, 1996. Pending the submission to arbitration and thereafter, till the tribunal renders its award or decision, the Parties shall, except in the event of termination of this Agreement or in the event that relief is granted under the Act, continue to perform their obligations under this Agreement.

Any cause of action you may have with respect to the LVC Web Sites or the LVC Services shall be commenced within one year after it arises, or the cause of action shall be barred. The prevailing party in any dispute between you and LVC shall be entitled to recover their reasonable attorney’s fees, Professional / Candidate and consultant fees and costs of suit. You understand and agree that, due to the nature of these Terms of Use and the LVC Services, damages may be difficult or impossible to ascertain. As a result, LVC shall be entitled to equitable relief including injunctive relief in the event that money damages are inadequate, in addition to any other remedies LVC may have at law or in equity.

Any disputes between Hiring Managers and Professional / Candidates shall remain between such Hiring Managers and Professional / Candidates. You acknowledge and agree that LVC will not be a party to any such dispute or be obligated to take any action or refrain from taking any action toward resolving any such dispute. LVC may, at its sole option, but shall not be required to, withhold or delay payment in the event of dispute between a Hiring Manager and Professional / Candidate.

In the event that you have a dispute with another Member, you hereby release LVC and its directors, officers, agents and employees from any claims, demands, actions, losses, costs, expenses (including without limitation reasonable attorneys’ and Professional / Candidates and consultants’ fees), damages (actual, consequential and punitive) and other liabilities of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the LVC Web Sites, the LVC Service, or such dispute.

GENERAL

These Terms of Use, and all writings, web pages, agreements and policies set forth on the LVC Web Sites or otherwise provided by LVC to a Member, including, but not limited to, the LVC Privacy Policy, which are all hereby incorporated by reference into these Terms of Use, contain the entire Terms of Use between the parties and supersede any prior agreement, negotiation or understanding of the parties, whether oral or in writing, with respect to the subject matter of such Terms of Use. Any representations, promises or conditions not incorporated herein shall not be binding upon LVC or a Member or their respective successors and assigns.

If any provision of these Terms of Use is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Failure of either party to act or exercise his/her or its respective rights under these Terms of Use upon the breach of any other terms hereof by the other party shall not be construed as a waiver of such a breach or prevent said party from thereafter enforcing strict compliance with any or all of the terms thereof. Any heading, caption or section title contained in these Terms of Use is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

LVC has the right to transfer or assign these Terms of Use and the rights hereunder to any other person or entity without the Members’ consent. The Members do not have the right to assign, delegate or transfer these Terms of Use or any rights or obligations hereunder to any other person or entity without LVC’s prior written consent, which may be withheld in LVC’s sole discretion. Subject to the foregoing, these Terms of Use will be binding upon and will inure to the benefit of the successors and permitted assigns and delegates of the Parties hereto.

All notices required or permitted to be given under these Terms of Use, shall be in writing and shall be deemed to have been duly given if delivered personally or mailed first-class, postage pre-paid, by registered or certified mail to the addresses set forth below or to such other address as any party shall designate by notice in writing. Those notices so mailed shall be deemed to have been given ten (10) business days after mailing.

Notices to LVC: 61 Mittal Tower, B Wing, Nariman Point Mumbai 400 021.
Notices to Member: the Member’s designated mailing address as indicated in the Member’s online account profile

Upon your request, you may have these Terms of Use sent to you by email. Please feel free to contact LVC to resolve a complaint regarding any aspect of service relating to the LVC Web Sites or LVC Services by writing to the above address, or contact us at admin@leapvault.com.

©2008 Leapvault. All rights reserved.