Terms & Conditions

1. Introduction
Welcome! You are entering into this Agreement with Anson Careers Private Limited (“Origa”, “We”, “Our”, or “Us”). When You (individually or the entity that You represent) use Our Services, You are agreeing to the Terms of Service (the “Agreement”) below. By accessing the Services, You agree to be bound by this Agreement, and any additional terms referenced herein, including Our Privacy Notice and Data Processing Agreement which sets out the terms in which We process any Personal Data collected from You, or provided to Us. If You do not agree to this Agreement, the Privacy Notice, the Data Processing Agreement, and any other referenced agreements or documentation, You must not access the Services. In agreeing, You also represent that You have the authority to bind Yourself and/or the company You represent, and have disclosed all information to Origa as necessary to perform the Services. Capitalized terms are as defined throughout this Agreement.

• www.origa.io (the “Origa website”);
  
• Origa-branded app(s) (the “App”);
• the Origa Match Service (“Origa Match”); and
• other Origa-related sites, apps, communications and other services that state that they are offered under this Agreement (all of the prior services referred to in this Agreement as the “Service(s)”).

3. Registration and Account Information
In order to use Our Services, You must register for an account. In registering, You agree to provide accurate, current, and complete information about Yourself (“Registration Data”) and update it as necessary. If Origa has reason to believe that Your Registration Data is inaccurate, outdated, or incomplete, Origa may suspend or terminate Your account.

You agree You will not:
1. create an account using a false identity or information that is not your own;
2. have more than one account; or
3. create an account or use the Services if

You have been previously removed from the Services.
We reserve the right, in Our sole discretion, to accept or reject Your registration to use Our Services, as well as suspend or terminate Your account for any reason, or no reason at all. You are responsible for maintaining the confidentiality of Your password and account and will be fully responsible for any and all activities that occur under Your account. You agree to immediately notify Us of any unauthorized use of Your account or any other breach of account security.

4. Your Responsibilities
‍You are responsible for Your use of the Services and for any use of the Services made using Your account, including by any third parties. When using Our Services, You agree that You will NOT:
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copy or distribute any part of the Services, including by way of automated or non-automated “scraping”;
use any automated systems including “robots” and “spiders”;
interfere with or compromise Our systems’ integrity or decipher any server transmissions;
impose any unreasonably large load on Our infrastructure;
upload viruses or worms to the Service;
collect or retain any personally identifiable information contained in the Service beyond the permitted use hereunder;
access the Service by any means other than authorized herein, including virtual private networks which are expressly forbidden;
stalk, harass, bully or harm others;
impersonate any person or entity; or
hack, spam, phish, or otherwise provide fraudulent, manipulative, or inflammatory content.

Your continued access to Our Services are contingent on Your agreement to act in a professional manner. You agree, represent, and warrant that any personally identifiable information of third parties You provide or upload to Origa pursuant to Your use of Our Services, including the Assessments or Origa Match Services, will be provided with all complete and legal consents and permissions to provide Origa with such information. In the event of a Covered Offer, You will provide Origa with its key terms, including employment start date and compensation, as may be requested by Origa.

5. Third Party Agents
‍Clients may permit third-party agents to use the Service on their behalf (“Third-Party Agents”) but will remain fully responsible for their Third-Party Agents’ actions, and any breach of this Agreement by a Third-Party Agent shall be deemed to be a breach by the Client. The Service is to be accessed by Clients and its designated Users only and only for Clients’ internal business purposes, not for resale or unauthorized distribution to any third-party.

5. Third Party Services
Origa may provide to You, or provide Your Content to, certain third-party services or third-party service providers (collectively, “Third-Party Service(s)”) which may also provide to You links to sites, job postings, email and telephone correspondence and other offers outside of the Origa network. Such Third-Party Services are provided “AS IS” without indemnification, support, or warranty of any kind, and this Agreement does not apply to Your use of any such provided Third-Party Services. You are responsible for evaluating whether You want to access or use such Third-Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third-Party Services available outside of the v network, or may choose to not utilize such Third-Party Services at any time. We reserve the right to suspend Third-Party Services at any time. You should review any applicable terms and/or privacy policies of a Third-Party Service before using it or sharing any information with it, because You may give the operator permission to use Your information outside of what You have agreed to herein. Origa is not responsible for, nor endorses any features, content, advertising, products or other materials on or available from such Third-Party Services.

7. Your Content
‍As Users of Our Services, all information You post, transmit, or submit through Our Services (“Content”) is intended to be shared with other Users. By submitting any Content to Us, You hereby represent and warrant that You own all rights to the Content and/or, alternatively, that You have the right to give Us the license described below, including the correct and legal permissions and consents for any personally identifiable information You may provide to, or upload by way of, the Origa Service(s). You further represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third-party. We are not under any obligation to review any Content posted by Our Users on Our Services, although We reserve the right to do so with or without notice, to prevent or rectify any alleged violations of this Agreement or any applicable law. We reserve all defenses made available to Us by the Communications Decency Act and any other applicable laws, rules, or regulations. We may refuse to accept or display the Content, and may remove or delete all or any portion of the Content at any time. You understand that Origa is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content, and that such Content is not the responsibility of Origa. You further understand and acknowledge that You may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against the Origa Parties with respect thereto. Any and all Content You upload is not considered confidential by Origa, will be treated as public information, and You agree and understand is intended to be shared with other Users of Our Services as well as third parties, all in Origa’s sole discretion, and Origa has no control or liability over what other Users do with Your Content. You understand and agree that Origa will not be liable for any treatment of Your Content as confidential and waive all rights with respect to any such claims of confidentiality. If You do not agree that Your Content will be considered public and will not be considered confidential, You must not use the Service.

‍8. Licensing to Origa
‍Users will retain all rights to the Content they upload or create on or through the Services. You hereby grant to Origa and its owners, affiliates, representatives, licensees, licensors and assigns (the “Origa Parties”) a non-exclusive, fully paid, royalty-free, world-wide, universal, transferable license to display, modify, publicly perform, distribute, store, broadcast, transmit and reproduce Your Content, logo(s), service marks, trademarks and trade names in conjunction with the Services, including in developing, enhancing, and supporting the Services. You waive and agree never to assert any and all moral rights in and to all of the materials licensed in this Section. We reserve the right to display advertisements in connection with the Content.

‍9. Limitations On Liability
‍Origa is not liable for:any Content posted on Our Services;contracts or other obligations that may arise between Users;any damages that result through Your use of Our Services in violation of this Agreement;any negative or critical comments that may be posted by other Users through the Services;any of the Third-Party Service(s) You may be provided pursuant to Your use of the Services; orany third-party personally identifiable information You upload or provide to Origa pursuant to the Services.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ORIGA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, WHETHER OR NOT ORIGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICES; (ii) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON THE SERVICES; OR (iii) ANY OTHER MATTER RELATED TO THE SERVICES.TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL ORIGA BE LIABLE TO A USER, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR MORE THAN THE GREATER OF: (A) THE TOTAL AMOUNT PAYABLE BY THE USER TO ORIGA FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE; OR (B) TEN THOUSAND RUPEES (₹10,000).THE LIMITATIONS OF THIS SECTION WILL NOT APPLY TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

Our licensors and service providers will have no liability of any kind under this Agreement. You may not bring any claim under this Agreement more than twelve (12) months after the cause of action arises

.10. Intellectual Property Rights
‍The entirety of the Services, along with any logos, features, trademarks, designs, or the like contained therein (“Marks”), are owned by or licensed to Origa, subject to copyright and other intellectual property rights under India and foreign laws and international conventions. Origa reserves all rights in and to the Services. You agree You will not use, copy, or distribute any content contained within the Services beyond the authorized use hereunder.

‍11. Disclaimer Of Warranties
‍SERVICES ARE PROVIDED TO YOU AS IS. ORIGA PARTIES EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS SUCH AS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT.ORIGA PARTIES MAKE NO GUARANTEE THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (C) THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF OUR SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT ANY COMMUNICATION SENT THROUGH THE SERVICE MAY BE VIEWED BY THIRD PARTIES AND, AS SUCH, ARE NOT CONSIDERED CONFIDENTIAL AND ORIGA HAS NO RESPONSIBILITY, CONTROL OVER, OR LIABILITY FOR THE CONTENT OF THOSE MESSAGES, ANY ATTACHMENTS TO THOSE MESSAGES, OR THE CHOSEN RECIPIENTS BY THE SENDER, WHETHER SENT THROUGH THE SERVICE, OR VIA YOUR PREFERRED E-MAIL SERVICE.

‍12. IndemnityYou agree to defend and indemnify the Origa Parties from and against any third-party claim, including reasonable attorney’s fees, court costs, settlements, and disbursements, from or relating to:Your Content;Your use of and access to the Services in violation of this Agreement;Your violation of this Agreement;Your violation of any law, rule, or regulation, or the rights of any third-party, including Your upload or provision of personally identifiable information through the Service;Your use of any Third-Party Services; andclaims alleging that the Origa Parties and the Client are joint employers.

‍13. General
‍13.1. Conflict
This agreement shall be governed and construed in accordance with the laws of India in relation to any legal action or proceedings to enforce this Agreement. Subject to arbitration, the Parties irrevocably submit to the exclusive jurisdiction of any competent courts situated at Mumbai, India.
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13.2. Dispute Resolution
In case of any differences, disputes or disagreements between Anson Careers Private Limited and Client (“Dispute”), the Parties shall attempt to amicable resolve such dispute within 30 days from the date on which such Dispute arose.In case the Parties are unable to amicably resolve the Dispute within 30 days from the date on which such Dispute arose, the Dispute may, at the option of either Party, be referred to arbitration by a sole arbitrator to be mutually appointed by the Parties. In the event the Parties fail to mutually appoint an arbitrator, the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The seat and venue of the arbitration shall be Mumbai, India and the language of the arbitration shall be in English. The costs of arbitration shall be borne equally by the Parties.

13.3. Notwithstanding anything contained hereinabove, either Party shall be entitled to issuance of injunctive or equitable relief by any court of competent jurisdiction relating to breach or threatened breach of all obligations under this Agreement.

13.4. Force Majeure‍
‍We will not be liable for any failure or delay in performance to the extent caused by any circumstances beyond Our reasonable control.

13.5. Severability
The unenforceability of any provision of this Agreement will not affect the enforceability of any other provision. If any provision of this Agreement is deemed to conflict with another, Origa will have the sole right to elect which provision remains in force. Headings are provided for convenience only.‍

‍13.6. Non-waiver
We reserve all rights under applicable law. Our non-enforcement of any provision of this Agreement or under applicable law will not be construed as Our waiver of any enforcement rights under the same or different circumstances at any time in the future.

13.7. Termination
We may suspend or terminate the Services or Your account at Our discretion without explanation and notice, though We will strive to provide a timely explanation. If you are a Client, in the event of Your breach of this Agreement, We will notify You of such breach, and in the event the breach can be cured, provide You thirty (30) days to cure such breach. If such breach remains uncured, We will terminate this Agreement with You as set forth herein. If You are a Candidate, You may terminate this Agreement by closing Your account for the Service. Origa will not have any liability whatsoever to You for any suspension or termination. All provisions of this Agreement which by their nature should survive termination shall survive termination, including ownership, success fees, warranty disclaimers, indemnity and limitations of liability.

13.8. Payment
All Subscription Service fees for Origa Services are due on first day of the subscription cycle and all Placement Fees is payable net thirty (30) days from the date indicated on each invoice or payment link as sent to Client by Origa unless otherwise indicated in writing by Origa.Should any Placement Fees, Subscription Service Term fees, or other fees incurred by Client pursuant to Client’s use of the Services remain unpaid more than ten (10) days after the thirty (30) day payment requirement set forth herein, Origa will, as a genuine assessment of its damages, will charge interest at the rate of 18% per annum as late payment fee.


13.9. Professional Services
Clients may have the option to purchase certain professional services including sourcing and recruiting assistance from Origa to source Candidates through the Service on Clients’ behalf (the “Professional Service(s)”). Client acknowledges and understands that any decisions by Client pursuant to such Professional Services including any and all final determinations as to the Candidates sourced, any hiring or employment decisions, or otherwise, are the sole and exclusive determination of the Client, and Origa will not be responsible for any decisions made by Client. Origa makes no representations, warranties, or guarantees with respect to the Professional Services. The term of these Professional Services will be as purchased or set forth on an applicable Subscription Agreement or Order Form and may not be terminated early by Client. Origa disclaims all liability for actions taken by Client pursuant to the Professional Services offered.‍

‍13.10. Assignment
Except as set forth below, neither party may assign or transfer this Agreement including any rights or obligations hereunder without the prior written consent of the other party. Any such attempted assignment will be deemed null and void. However, we may assign this Agreement including all rights therein, without Your consent, to an entity that acquires all or substantially all of Our business and/or assets. This Agreement shall inure to the benefit of and be binding upon each party and its respective successors and permitted assigns.

‍‍13.11. Notice
You agree that We will provide notices and messages to You either within the Services or sent to the contact information that You provided Us. You are responsible for providing Origa with Your most current e-mail address. If You have provided an invalid email, or such address is not capable of receiving Origa notices, Origa’s dispatch of such email will nonetheless constitute effective notice. You may give notice to Origa at the following address: Anson Careers Private Limited, 504, Lavinia B, Hiranandani Estate, Thane West, MH, India 400607. Notices shall be deemed given when received by Origa delivered by overnight delivery service or first-class postage prepaid mail.

13.12. Entire AgreementT
his Agreement contains the entire agreement of the parties and supersedes all other agreements and understandings with respect to the matters contained herein.‍

‍13.13. Electronic Communications
Any communication between You and Origa under or in connection with the Services may be made by electronic mail or other electronic means. You consent to receive communications from Origa electronically, and agree that all terms, conditions, or otherwise, provided to Your electronically satisfy any legal requirement that would be satisfied if they were in writing.

13.14. Modifications
THIS AGREEMENT IS SUBJECT TO CHANGE BY ORIGA IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, We will make a new copy of the Agreement available by posting on the Origa Site. We will also update the “Last Revised” date at the top of the Agreement. If We make any material changes, and You have registered to use the Services, We may also notify You via email or through the Services. Changes will be effective immediately. Origa may require You to provide consent to the updated Agreement. If You do not agree to any change(s) You agree to stop using the Services. Your continued use of the Services constitutes Your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS OF YOUR AGREEMENT WITH US.‍

‍13.15. Beta or Evaluation UsageIf Origa indicates any features of functionality as a beta or evaluation (referred to as the “Beta Service”), then You may use the Beta Service for a period of time as indicated by Origa, pursuant to Origa’s then current fees for the Beta Service, if applicable. NOTWITHSTANDING ANY OTHER PROVISION OF THE TERMS OF SERVICE OR ANY AGREEMENT YOU MAY HAVE DIRECTLY WITH ORIGA, YOUR USE OF THE BETA SERVICE WILL BE PURSUANT TO ORIGA’ THEN CURRENT TERMS OF SERVICE AND PRIVACY NOTICE. ORIGA PROVIDES THESE BETA SERVICE(S) “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, REFUNDS, OR INDEMNIFICATION OF ANY KIND. Origa may discontinue, modify, or begin to charge for use of a Beta service at any time, and at their sole discretion.

‍14. Specific Terms for Use of the Origa Marketplace
‍14.1. IntroductionThe Origa Marketplace is owned and operated by Origa and provides a platform to both Clients and Candidates to connect regarding relevant potential employment or contract opportunities. Origa serves only as the platform provider, and any communication, hiring, or other decisions are solely those of the Client and Candidate, not Origa.

14.2. Client Specific TermsOnce a Client registered for the Service, the Client will be able to browse the Candidates on the Service, communicate with these Candidates, and submit non-binding interview requests (“Interview Request(s)”). YOU UNDERSTAND THAT ORIGA DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. YOU AGREE TO CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE ENGAGING ANY CANDIDATE.Once a Client has discovered a Candidate on the Service, the Client agrees to submit all Interview Requests exclusively through the Service. The Client and the Candidate may use other means of communication as agreed upon between Client and Candidate after such Interview Request has been submitted. The Client agrees not to circumvent the Service by independently attempting to communicate and hire the Candidate through alternative means after discovering the Candidate on the Service.

14.3. Limited Exclusivity for CandidatesCandidates discovered on the Origa Service are exclusive Candidates of Origa for a period of ninety (90) days from view date by Client on the Origa Service. Such exclusivity, for clarity, means that for any Candidate hired by Client from the Origa Marketplace Client will be charged Origa’s then-current Success Fee for any accepted Covered Offers (defined below) (unless otherwise covered by an active Subscription Agreement) if such Covered Offer is provided to Candidate within the above noted ninety (90) day period. If a Client circumvents the Service after discovering a Candidate and subsequently hires that Candidate by means other than the Service during or within ninety (90) days after expiration or termination of this Agreement, the Client will pay Origa a Fee equal to fifteen percent (15%) of the 1st year base salary or prorated contractor compensation of the Candidate and Origa may, in its sole discretion, terminate the Client’s account.

14.4. Subscription AgreementsClients engaged in a Subscription Agreement with Origa (individually a “Subscription Client” and collectively “Subscription Clients”) will be charged a Subscription fee as agreed upon between the Client and Origa for the period as agreed upon between the parties (the “Subscription Period”). During the Subscription Period, the Subscription Client will be able to browse, request, contact (through the Service) and extend Covered Offers to Candidates listed on the Service. Contractor Engagements will count towards the number of Full-Time Hires set forth on the Order Form.If Your Subscription Agreement contains payment obligations for Covered Offers Client agrees to pay the Committed Success Fee for such Covered Offers as indicated in such Subscription Agreement. In the event of a dispute regarding Committed Success Fees, if Client can show that within the three (3) months prior to discovery on the Origa Marketplace, Client had active back and forth communications with a Candidate regarding the relevant employment opportunity, Origa may, in its sole discretion, determine if such Committed Success Fee remains due and owed. In the event You have paid a Success Fee and a Candidate is terminated or discontinues their employment or contractor engagement with You within ninety (90) days of start date, Origa will provide You a credit for additional Origa Marketplace services corresponding to the Committed Success Fees paid for such Candidate. Any applied credit will expire twelve (12) months from date issued. YOUR OBLIGATION TO PAY ANY SUCCESS FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

14.5. Authorized Users and DevicesClient will be provided a number of “Premium” and “Standard” seats (each, an “Authorized User”). “Premium” seats will be those Users able to interact with Candidate on the Service, including sending Interview Requests. “Standard” seats will be those Users able to view Candidates on the Service but will not be able to interact with, or send Interview Requests, to Candidates.Client will designate one Client User for each seat it purchases and will not permit a Client User to share a Client User’s access to the Service with any other individual. If a Client User ceases employment, takes leave or vacation, or transfers work function, Client may transfer the Client User’s seat to a different Client User. Origa reserves the right to limit the number of transfers of each seat. If Origa discovers that Client Users are sharing seat access to the Service with other Client employees or contractors who have not been provisioned access (each, an “Unauthorized User”), this will be deemed a material breach of this Agreement. Origa will have the right to assign any unused seats purchased by Client to the Unauthorized Users to remedy Client’s breach. If there are no unused purchased seats, Origa reserves the right to assess a fee equal to 1.5 times the prorated cost of the Additional Premium Seat.Each Authorized User may be logged into Our Service from up to three (3) different browsers or computers (the “Devices”) at the same time. Should Client exceed the Device limit, Client will be notified through the Service and prompted to log out of at least one (1) other active session before proceeding.Client may add additional seats at any time during an applicable Service Term. For clarity, additional seats will be added only for the duration of the applicable Service Term and the associated fee set forth on the applicable Order Form will be prorated accordingly. Upon Client’s notice of intent to add additional seats and immediate payment of invoice, Origa will add the number of seats requested.

14.6. Candidate Specific TermsA Candidate is required to promptly notify Origa if the Candidate:accepts a Client’s offer of employment, whether for an indefinite or fixed term;accepts an offer to engage as a contractor, whether for an indefinite or fixed term (each, a “Contractor Engagement”); oraccepts a Client’s employment offer during or within twelve (12) months after termination of a Contractor Engagement with such Client (each, a “Covered Offer”).You agree that:if You receive a Covered Offer, You shall promptly notify Origa of Your Start Date and the key terms of such Covered Offer (and notify Origa promptly should that Start Date or offer terms change at any time); andYou will promptly notify Origa after termination of Your employment as a Candidate, intern, coop Candidate, consultant or contractor in the event that: (A) a Client terminates Your engagement based on unsatisfactory performance within ninety (90) days of the date on which Your Employment commenced; or (B) You voluntarily terminate Your engagement within ninety (90) days of the date on which Your engagement commenced.The Candidate agrees not to attempt to circumvent the Service by independently attempting to communicate with a Client that contacted or communicated with him or her on the Service.

14.7. Contractor Engagements
14.7.1. General
Client and Candidate are responsible for any contracts or agreements they may form with respect to such Contractor Engagements. Origa does not control, manage, or provide any guidance with respect to the determination of independent contractor or employee status, subsequent agreements between Client and Candidate, or services performed by or payments made to the Client pursuant to a Contractor Engagement. Candidate and Client expressly agree that no joint venture, partnership, employment, or agency agreement exists between them and Origa as a result of this Agreement or any use of the Origa Service, and that Origa is not a joint employer for purposes of this Agreement.

14.7.2. Classification and Relationship
Client and Candidate assume all liability for proper classification of Candidates as independent contractors or employees based on applicable legal guidelines. Candidate and Client acknowledge that Origa does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed. Client and Candidate will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to a contractor engagement.

In addition to the indemnification obligations set forth herein, Client and Candidate agree to indemnify, hold harmless and defend Origa from any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising out of or related to their engagement, including but not limited to any breach of any of Contractor’s representations and warranties, from the death or injury of any person or persons, including employees of Client or Contractor, or from damage or destruction of any work or properties, attributable to or resulting from Contractor Engagement with Client, claims misclassification of a Client as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Candidate was misclassified, any claim that Origa was an employer or joint employer of Candidate, as well as breach of agreement, action, inaction, omission or any claims under any employment-related laws, such as those relating to termination of employment, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, minimum wages, payroll taxes, social security or unemployment taxes, or disability insurance, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits required by law.

‍15. Specific Provisions for Users of the Assessment Service
‍15.1. IntroductionThe Assessment Service is owned and operated by Origa and provides a collection of programming challenges and courses that are designed to prepare or assess a Candidate for a job interview and a platform for Clients to create custom challenges through the Assessment Service.

15.2. Authorized UsersClient will designate one (1) Client User for each seat it purchases and will not permit a Client User to share a Client User’s access to the Service with any other individual. If a Client User ceases employment, takes leave or vacation, or transfers work function, Client may transfer the Client User’s seat to a different Client User. Origa reserves the right to limit the number of transfers of each seat. If Origa discovers that Client Users are sharing seat access to the Service with other Client employees or contractors who have not been provisioned access (each, an “Unauthorized User”), this will be deemed a material breach of this Agreement. Origa will have the right to assign any unused seats purchased by Client to the Unauthorized Users to remedy Client’s breach. If there are no unused purchased seats, Origa reserves the right to assess a fee equal to 1.5 times the prorated cost of the additional seat.Client may add additional seats at any time during the applicable Service Term. For clarity, additional seats will be added only for the duration of the applicable Service Term and the associated fee set forth on an applicable Order Form will be prorated accordingly. Upon Client’s notice of intent to add additional seats and immediate payment of invoice, Origa will add the number of seats requested.

15.3. Use, Representations, and WarrantiesClient represents and warrants that:Client’s use of the Assessments service will at all times be compliant and allowable by all applicable law, rule, and regulation, including the provision of third-party information (including personally identifiable information) by Client to Origa;Client has all necessary permissions and consents from potential candidates in its provision of information to Origa for use with the Assessments Service; andClient will at all times be liable for the continued oversight of such information provided to Origa, including the deletion of any data as may be necessary or legally required.Client understands that Origa is not responsible for any hiring decisions, or Third-Party Services utilized (including any browsers, or applicant tracking services), in connection with the Assessments Service.

‍16. Specific Provisions for Users of the Origa Match Service
‍16.1. IntroductionThe Origa Match Service is owned and operated by Origa and provides a utility for Clients to connect certain Third-Party Services to the Origa Match utility and upload certain information in order to process potential candidates for employment opportunities outside of the Origa Marketplace.

16.2. Use, Representations, and Warranties
Client represents and warrants that:
Client’s use of the Origa Match service will at all times be compliant and allowable by all applicable law, rule, and regulation, including the provision of third-party information (including personally identifiable information) by Client to Origa;
Client has all necessary permissions and consents from potential candidates in its provision of information to Origa for use with Origa Match; and
Client will at all times be liable for the continued oversight of such information provided to Origa, including the deletion of any data as may be necessary or legally required.

Client understands that Origa is not responsible for any hiring decisions, or Third-Party Services utilized (including any browsers, or applicant tracking services), in connection with the Origa Match service.