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Terms of use

Last updated: 1st May 2023.

These Terms of Use (“Terms”) govern the use of the SheerBrains Platform (“SheerBrains” “we,” “our,” and/or “us”) and constitute an agreement between you, whether as a, prospect, client, partner, candidate, or casual visitor (“User”, “You”, or “User”) to access services offered through the SheerBrains Platform (“Services” or “Platform”).


We consider this to be a contract between SheerBrains Inc. and You if You use the Platform or any of the Services. These Terms are in addition to and supplement any agreement executed between You and Us and any agreements executive with our partners. As such, please read these Terms, and any related policies, carefully and let Us know if You have any questions. Once You begin to use the Platform or Services, We will assume that You have agreed to the Terms. If You don’t agree to all of the provisions in the Terms, conditions and policies, You must not access the Platform or use the Services. Use of the Platform or Services is void where prohibited.


You acknowledge and agree that We may collect and process your personal data in connection with your receipt of the Services. We shall process such personal data in accordance with the Data Processing Agreement when We have signed one and forms an integral part of the Terms. For more information about how We use Your personal data please access Platform Privacy Policy.


In addition to the Terms, We may provide You with additional policies and terms that are tailored to how You use the Platform or Services. We urge You to review any such additional policies and terms, and to contact Us should You have any questions. Your use of the Platform is subject to these Terms and the terms of the Terms & Conditions you executed with Us. SheerBrains reserves all rights not expressly granted herein and may permanently or temporarily terminate, suspend, or otherwise refuse to permit Your access to the Platform without notice and liability, if, in Our determination, You violate any of these Terms. We reserve the right to amend these Terms and any other policies at any time and without notice. When we update these Terms, we will revise the “Effective Date” date above and post the new Terms online and make them available through the Platform. We encourage You to regularly check this page to ensure You are up to date with any changes. Your continued use of the Platform after We publish or send a notice about our changes to these Terms means that You are consenting to the updated Terms.

Registration



If a SheerBrains partner, once you have clicked “I Agree” in and at the end of the Terms of Use executed with Us, you will be granted access to the Platform and will be provided with an account. You will be then permitted to set Your own password which will not be known or visible to SheerBrains or its Clients.


If a candidate, once you have clicked “I Agree” in and at the end of the Terms of Use executed with Us, you will be granted access to the Platform and will be provided with an account. You will be then permitted to set Your own password which will not be known or visible to SheerBrains or its clients or partners.


If a SheerBrains client User, once you have clicked “I Agree” in and at the end of the Terms of Use executed with Us, you will be granted access to the Platform and will be provided with an account. You will be then permitted to set Your own password which will not be known or visible to SheerBrains or its partners.

By registering on the Platform, You:        

  1. Agree that You are responsible for making all technical arrangements necessary to access the Platform.
  2. Agree You are responsible for ensuring that all persons who access the Platform through Your internet connection or account are aware of these Terms and that they comply with them.
  3. Agree that You will provide truthful and accurate information when registering to use the Platform. The decision to accept a registration is within our sole discretion and We may revoke a registration at any time.
  4. Agree that You may not register to use the Platform if You are already registered or if You were previously a registered user and We cancelled Your account as a result of You being in breach of these Terms.
  5. Are responsible for maintaining the confidentiality of Your password, account information and data within your account, and You are solely responsible for all activities related to or changes to Your account information, and for any access to or use of the Platform by You or any person or entity using Your password or account information, whether or not such access or use has been authorized by You.
  6. Are responsible for ensuring that the information We hold about You is up to date. Please amend Your details via the Platform as appropriate from time to time or contact Us if You require assistance.

Platform usage restrictions

You agree that You will:

  1. Abide by and comply with these Terms;
  2. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, and regulatory requirements;
  3. Provide accurate information to Us and keep it updated;
  4. Use Your registered company name, address and related information in Your registration;
  5. Use the Platform in a professional manner.

You agree that You will not:

  1. Act in an unlawful or unprofessional manner in connection Your use of the Platform, including being dishonest, abusive or discriminatory or has any unlawful or fraudulent purpose or effect;
  2. Knowingly transmit any data or send or upload any material that contains viruses, Trojan horses, adware or any other harmful programs or similar computer code designed to adversely affect the operation of the Platform or any computer software or hardware;
  3. Disclose information that You do not have the consent to disclose (such as confidential information of others);
  4. Reproduce, duplicate, copy or re-sell any part of the Platform (or any content within it) in contravention of these Terms;
  5. Access without authority, interfere with, damage or disrupt: (i) any part of the Platform; (ii) any equipment or network on which the Platform is stored; (iii) any software used in the provision of the Platform; or (iv) any equipment or network or software owned or used by any third party.

User content

In Your use of the Platform, You may upload, post, provide, publish, display, link to or otherwise make information necessary for the Services available via the Platform (collectively, “User Content”). You grant to Us a worldwide, transferable and sub-licensable right to copy, modify, distribute, display, and process all of the User Content You make available via the Platform for the Services, without any further consent, notice and/or compensation to you or others.


You are solely responsible for the User Content that You make available via the Platform. You agree that We may access, store and use any information that you provide in accordance with the terms of the Platform Privacy Policy. If a SheerBrains partner, You understand that any User Content You make available may be viewed by and accessible to Clients for whom You provide Services through the Platform. If a Platform client, You understand that any User Content You make available may be viewed by and accessible to a SheerBrains partner providing services to You through the Platform.


You agree that We are only acting as a passive conduit for to assist with provision of Employer of Record services for Our clients and partners. SheerBrains is not responsible for policing the Platform or any User Content. SheerBrains does not and will not have any obligation to review User Content, and therefore We do not guarantee the accuracy, integrity, or quality of User Content and We cannot assure You that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful, or otherwise objectionable User Content will not appear on the Platform. You understand and agree that any loss or damage of any kind that occurs as a result of the use of User Content that You upload, download, post, transmit, display, or otherwise make available or access through Your use of the Platform is solely Your responsibility. We do, however, to the extent permitted by law, reserve the right to review any or all User Content in our sole discretion and reserve the right to remove any User Content, in whole or in part. UNDER NO CIRCUMSTANCES WILL SheerBrains BE LIABLE IN ANY WAY FOR ANY USER CONTENT POSTED ON OR MADE AVAILABLE THROUGH THE PLATFORM BY YOU OR SheerBrains PARTNER OR ANY OTHER USER.

Our proprietary rights

Except for Your User Content, the Platform and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the “Platform Content”), and all intellectual property rights related thereto, are the exclusive property of SheerBrains and any of its licensors. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such intellectual property rights, and You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any materials or content accessible on the Platform. Use of the Platform Content on the Platform for any purpose not expressly permitted by these Terms is strictly prohibited.

Indemnity

You agree to defend, indemnify, and hold harmless SheerBrains, its affiliates and subsidiaries, officers, directors, agents, managers, and employees, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Your use of and access to the Platform; (ii) Your violation of any of these Terms, including without limitation, Your breach of any of the representations and warranties above; (iii) Your violation of any third-party right, including without limitation any right of privacy, rights of publicity or any intellectual property rights; (iv) Your violation of any law, rule or regulation of the United States or any other country; (v) any claims or damages that arise as a result of any of Your User Content; or, (vi) any other party’s access and use of the Platform with Your unique account information, password or other appropriate security measures.

No warranty

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SheerBrains DOES NOT WARRANT THAT ANY PLATFORM CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS; THAT THE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.


YOUR ACCESS TO THE PLATFORM MAY BE SUSPENDED OR RESTRICTED OCCASIONALLY TO ALLOW FOR MAINTENANCE, REPAIRS, UPGRADES, OR THE INTRODUCTION OF NEW FACILITIES OR SERVICES. WE WILL ALWAYS TRY TO LIMIT THE FREQUENCY AND DURATION OF ANY PLANNED DISRUPTION BUT WE WILL NOT BE LIABLE TO YOU IF FOR ANY REASON THE PLATFORM IS UNAVAILABLE AT ANY TIME OR FOR ANY PERIOD.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SheerBrains, ITS SUCCESSORS IN INTEREST, ITS OFFICERS, DIRECTORS, AGENTS, MANAGERS, AND EMPLOYEES, BE LIABLE OR ASSUME LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS PLATFORM. UNDER NO CIRCUMSTANCES WILL SheerBrains BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM (i) ERRORS, MISTAKES, OR INACCURACIES OF ANY CONTENT; (ii) CYBER ATTACKS, HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR YOUR ACCOUNT INFORMATION OR THE INFORMATION CONTAINED THEREIN; (iii) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM; (iv) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PLATFORM; AND/OR (v) ANY CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE AMOUNT OF PLATFORM SEAT FEES WE HAVE RECEIVED ASSOCIATED WITH USE OF THE PLATFORM OVER IN THE PAST TWELVE (12) MONTHS.


THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF REMFIRST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

General

The laws of the State of Delhi will govern these Terms, as well as any claim that might arise between You and Us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in New Delhi, India for the purpose of litigating all such claims.


You and SheerBrains agree to act reasonably and in good faith in our respective dealings with each other and to respond promptly to all communications.


You agree for a period of 12 months after You are no longer a User, not to induce, or attempt to induce, any other user of the Platform to: (i) cease or refrain from using the Platform; or (ii) reduce its use of the Platform, or do any other thing which is reasonably likely to have such an effect.


You may not assign or transfer any rights and licenses granted hereunder.

Computer Viruses

We recommend that You ensure that computers and other devices used to access the Platform run up-to-date anti-virus software as a precaution, and You are advised to virus-check any materials downloaded from the Platform and regularly check for the presence of viruses and other malicious code. We will not be liable for any loss or damage caused by a virus or other technologically harmful material that may infect Your computer equipment, computer programs, data or other proprietary material due to Your use of the Platform or to Your downloading of any content from it.


These Terms, and any other additional terms incorporated by reference herein or that expressly incorporate these Terms, constitute the entire agreement between You and SheerBrains regarding the subject matter hereof. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and SheerBrains’s failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.


Contact Information

If you have any questions, comments, or concerns about our processing activities, please email us at info@sheerbrains.com or write to us at:


SheerBrains Pvt Ltd.

Plot 24 Sector 59, Faridabad, Haryana 121004


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