This Terms of Service ("Agreement") governs your access to and use of the RightlyHR platform and constitutes a legally binding agreement between you ("Subscriber" or "Customer") and SNAD Developers Private Limited ("SNAD Developers", "Company", "we", "our", or "us"), the owner and provider of the RightlyHR platform.

By accessing or using the RightlyHR Platform, visiting our website, registering an account, executing a Subscription Order Form ("SOF"), Master Subscription Agreement ("MSA"), Estimate/Order Form, or any other document that references these Terms, including any free trial, demonstration account, or free subscription, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service, together with all applicable policies, the Data Processing Agreement, Service Level Agreement, Privacy Policy, and other documents incorporated by reference.

If you are entering into this Agreement on behalf of a company, organization, government entity, or any other legal entity, you represent and warrant that you have the full legal authority to bind such entity and its Affiliates (if applicable) to this Agreement. In such case, the terms "you," "your," "Customer," or "Subscriber" shall refer to that entity and its Authorized Users.

If you do not have such authority, or if you do not agree to the terms of this Agreement, you must not accept this Agreement or access or use the RightlyHR Platform or the Services.

This Agreement applies to the Subscriber and all Authorized Users accessing or using the Services under the Subscriber's account. The Subscriber is responsible for ensuring that its Authorized Users comply with this Agreement and shall be liable for any act, omission, negligence, or breach of this Agreement by an Authorized User as though such act or omission were committed by the Subscriber itself.

SNAD Developers Private Limited ("SNAD Developers") reserves the right to amend, modify, or update these Terms of Service from time to time. Any updated version shall be published on the RightlyHR website and shall become effective on the date specified therein.

For any executed Subscription Order Form ("SOF"), Estimate/Order Form, Master Subscription Agreement ("MSA"), or other commercial agreement, the version of these Terms in effect on the effective date of the applicable order shall continue to govern that order throughout its Subscription Term, unless otherwise agreed in writing by both Parties.

Any terms or conditions contained in the Subscriber's purchase orders, procurement documents, standard terms and conditions, vendor onboarding documents, emails, or other commercial communications that conflict with or seek to modify these Terms or the applicable SOF shall have no force or effect unless expressly accepted in writing by an authorized representative of SNAD Developers.

SNAD Developers Private Limited ("SNAD Developers”) and Subscriber are each a “Party” and together are “Parties” to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and Agreement contained herein, and intending to be legally bound, the Parties agree as follows:

1. Definitions.

1.1 “Account-Related Information” means the information collected by SNAD Developers for the purpose of establishing, administering, supporting, securing, billing, and managing the Subscriber's account and its use of the RightlyHR Platform. Such information includes, but is not limited to, the Subscriber's name, company details, contact information, billing and payment information, subscription details, authentication credentials, account preferences, support requests, and communications between the Subscriber and SNAD Developers

1.2 “Agreement” means this RightlyHR Subscription Services Agreement, together with all applicable Subscription Order Forms ("SOFs"), Statements of Work ("SOWs"), schedules, annexures, exhibits, policies, and addenda incorporated herein by reference, as amended from time to time in accordance with its terms.

1.3 “Authorized User” means an individual authorized by the Subscriber to access and use the RightlyHR Platform under this Agreement, including the Subscriber's employees, contractors, consultants, temporary staff, agents, representatives, service providers, or any other individuals expressly authorized by the Subscriber. The Subscriber shall remain responsible for all actions and omissions of its Authorized Users.

1.4 “Confidential Information” refers to all non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”), whether oral, written, electronic, or through inspection of tangible objects, including but not limited to the terms of this Agreement, pricing, business strategies, technical know-how, processes, modules, product plans, client, customer, or employee information, policies, visual interfaces, graphics, license or subscription details, commercial terms, and credentials related to the RightlyHR Platform and Services. It also includes any information received from third parties under an obligation of confidentiality. Confidential Information excludes information that

• is or becomes publicly available without breach of this Agreement;
• was known to the Receiving Party prior to disclosure;
• is lawfully obtained from a third party without restriction;
• is independently developed without reference to the Disclosing Party’s information;
• is approved in writing for disclosure by the Disclosing Party; or
• is disclosed under legal or regulatory requirements, with prior notice to the Disclosing Party, if permissible.

1.5 “Intellectual Property Rights” means all worldwide intellectual property rights, whether registered or unregistered, including patents, patent applications, copyrights, moral rights, trademarks, service marks, trade names, logos, domain names, trade secrets, know-how, database rights, design rights, mask work rights, software, source code, object code, documentation, inventions, algorithms, processes, methodologies, and all other proprietary rights recognized under applicable laws.

1.6 “RightlyHR Platform” means the Human Resource Management System (HRMS), Workforce Management, Talent Management, Payroll, Recruitment, Learning Management, Performance Management, Attendance, Leave Management, Timesheets, Employee Self-Service, AI-powered features, APIs, mobile applications, analytics, reporting, integrations, and related software applications, modules, documentation, updates, enhancements, and services developed, owned, licensed, and provided by SNAD Developers Private Limited, as subscribed to by the Subscriber under an applicable Subscription Order Form ("SOF").

1.7 “RightlyHR Service Credits” means the prepaid credits purchased by the Subscriber and allocated to the Subscriber's RightlyHR Wallet, where applicable. One (1) RightlyHR Service Credit represents one (1) unit of the applicable billing currency and may be used to purchase or consume eligible Services offered through the RightlyHR Platform, subject to the terms of this Agreement and the applicable Subscription Order Form ("SOF").

1.8 “RightlyHR Wallet” means the virtual prepaid account maintained by SNAD Developers for the Subscriber, where applicable, for the purpose of managing prepaid subscription credits, Service Credits, and other eligible charges relating to the RightlyHR Platform. The RightlyHR Wallet is not a banking product, stored-value instrument, or payment instrument and may only be used for Services offered by SNAD Developers through the RightlyHR Platform.

1.9 “Partner” means any authorized reseller, distributor, implementation partner, referral partner, technology partner, system integrator, managed service provider, consulting partner, or other business partner authorized by SNAD Developers to market, sell, implement, support, or integrate the RightlyHR Platform or Services.

1.10 “Services” means the subscription-based software services, support services, implementation services, professional services, APIs, mobile applications, artificial intelligence (AI) features, integrations, updates, upgrades, documentation, and other services provided by SNAD Developers through the RightlyHR Platform, as subscribed to by the Subscriber under the applicable Subscription Order Form ("SOF").

1.11 “Subscriber Data” means all data, information, documents, files, records, images, audio, video, metadata, Personal Data, configurations, and other materials submitted, uploaded, transmitted, generated, stored, or otherwise processed by the Subscriber or its Authorized Users through the RightlyHR Platform. Subscriber Data also includes reports, documents, analytics, and other outputs generated by the RightlyHR Platform on behalf of the Subscriber in connection with the subscribed Services. Subscriber Data excludes Account-Related Information, Usage Data, system logs, diagnostic information, and any anonymized or aggregated data that does not identify the Subscriber or any individual. The Subscriber retains all right, title, and interest in and to the Subscriber Data. SNAD Developers shall process Subscriber Data solely for the purpose of providing the Services in accordance with this Agreement, the applicable Data Processing Agreement, and Applicable Law.

1.12 “Subscriber Input” means any feedback, suggestions, enhancement requests, feature requests, customization requirements, specifications, business requirements, implementation instructions, workflow configurations, documentation, or other information or materials provided by the Subscriber or its Authorized Users in connection with the provision, configuration, implementation, enhancement, or support of the Services.

1.13 “Subscription Term” means the period during which the Subscriber is authorized to access and use the Services, as specified in the applicable Subscription Order Form ("SOF"), including any renewals or extensions agreed upon by the Parties.

1.14 “Usage Limits” means the quantitative or qualitative limitations applicable to the Subscriber's use of the Services, including but not limited to the number of Authorized Users, employees, storage capacity, API requests, transactions, Service Credits, licensed modules, processing limits, or any other usage restrictions specified in the applicable subscription plan or Subscription Order Form.

2. Subscriber Responsibilities, and Restrictions.

2.1 Access to Services: Subject to the Subscriber's continued compliance with this Agreement and the applicable Subscription Order Form ("SOF"), SNAD Developers grants the Subscriber a limited, revocable (where expressly provided under this Agreement), non-exclusive, non-transferable, and non-sublicensable right to access and use the RightlyHR Platform and the subscribed Services solely for the Subscriber's internal business operations during the applicable Subscription Term.

2.2 Subscriber Responsibilities. 

Subscriber shall:

• Provide accurate, complete, and up-to-date information when accessing the Services;
• Ensure that each Authorized User is uniquely identified and acts in accordance as well as complies with this Agreement;
• Use commercially reasonable efforts to prevent unauthorized access to the Services, including securing login credentials and monitoring usage;
• Comply with all Applicable Laws including, but not limited to, data privacy regulations and intellectual property laws; and
• Obtain the necessary consent from its Authorised Users for RightlyHR’s processing of data, as required under the Data Processing Addendum (“DPA”).
• Maintain the confidentiality of all account credentials;
• Promptly notify SNAD Developers of any actual or suspected unauthorized access, security incident, or compromise affecting the Subscriber's account or Authorized Users;
• Ensure that all Subscriber Data uploaded to the RightlyHR Platform is accurate, lawful, and does not infringe the rights of any third party;
• Cooperate with SNAD Developers in investigating security incidents or support requests;
• Ensure that all Authorized Users have received appropriate training regarding the proper use of the RightlyHR Platform.

2.3 Usage Restrictions:

The Subscriber and its Authorized Users shall not, directly or indirectly:

• Copy, modify, distribute, sublicense, transfer, sell lease, assign, or otherwise exploit the RightlyHR Platform, including unauthorized access, reverse engineering, disassembly, or decompilation (except as permitted by law), or using it on behalf of third parties, such as in service bureaus or business process Services, without prior authorization;
• Use the RightlyHR Platform for competitive purposes, including benchmarking, competitive analysis, or developing competing products or Services;
• Circumvent or attempt to circumvent Usage Limits specified in the SOF or share Authorized User licenses among multiple individuals (except when reassigning to a new user);
• Use the RightlyHR Platform for any unlawful, illicit, or immoral purpose, including storing or transmitting harmful, defamatory, obscene, infringing, or privacy-violating material, or any malicious code, including hacking, phishing, or malware distribution, or interfere with, disrupt, compromise, or overburden the RightlyHR Service’s security, infrastructure, system integrity, performance, or availability, including unauthorized data collection or tracking mechanisms;
• Upload or transmit (or attempt to upload or transmit) any passive or active tracking mechanism, such as web bugs, cookies, spyware, tracking pixels, passive content monitoring systems (pcms), or similar devices;
• Remove, obscure, or alter any proprietary or other notices contained in the RightlyHR Platform.
• Access or use the Services through automated means, bots, robots, crawlers, scripts, or similar technologies except through documented APIs expressly authorized by SNAD Developers;
• Conduct penetration testing, vulnerability scanning, denial-of-service attacks, or other security testing against the RightlyHR Platform without SNAD Developers' prior written authorization;
• Use the Services in violation of any applicable export control laws, trade sanctions, or embargo regulations.

3. Fees and Payment Terms.

Pricing for the Services is determined based on the Subscriber's selected subscription plan, deployment model, geographic region, number of licensed users or employees, subscribed modules, and other commercial terms specified in the applicable Subscription Order Form ("SOF").

Where the Subscriber changes its primary billing country, deployment region, legal entity, or applicable pricing region, SNAD Developers reserves the right to revise the applicable subscription fees in accordance with its then-current pricing policies.

Where the Subscriber changes its primary billing country, deployment region, legal entity, or applicable pricing region, SNAD Developers reserves the right to revise the applicable subscription fees in accordance with its then-current pricing policies.

Unless otherwise specified in the applicable SOF, invoices are due and payable within thirty (30) days from the invoice date.

SNAD Developers reserves the right to suspend access to the Services for undisputed overdue invoices after providing prior written notice to the Subscriber.

The Subscriber shall provide valid tax exemption certificates where applicable.

All fees shall be paid in the currency specified in the applicable SOF.

SNAD Developers may revise subscription pricing upon renewal of the Subscription Term by providing prior written notice to the Subscriber in accordance with the applicable SOF.

Payments shall be made without set-off, counterclaim, withholding, or deduction except where required by Applicable Law.

The Subscriber shall notify SNAD Developers of any disputed invoice within fifteen (15) days of receipt. Undisputed amounts shall remain payable.

Subscription fees for renewal terms may differ from the fees applicable during the initial Subscription Term.

The Subscriber authorizes SNAD Developers to charge the designated payment method for recurring subscription fees.

4. RightlyHR Wallet Consumption. 

Where the Subscriber has subscribed to a RightlyHR Wallet-based pricing model, the consumption of RightlyHR Service Credits shall commence immediately upon the expiry of the applicable grace period, trial period, or implementation period, as specified in the applicable Subscription Order Form ("SOF").

RightlyHR Service Credits shall be consumed monthly based on the number of Live Users recorded within the RightlyHR Platform during the applicable calendar month.

For the purposes of this Agreement, a "Live User" means any Authorized User who is active on the RightlyHR Platform for one (1) or more days during a calendar month, regardless of the frequency or duration of such access.

The Subscriber shall ensure that sufficient RightlyHR Service Credits remain available in its RightlyHR Wallet to cover ongoing use of the Services.

Where the RightlyHR Wallet balance is insufficient or exhausted, SNAD Developers may, without limiting any other rights or remedies available under this Agreement:

• continue recording the outstanding usage as a negative wallet balance;
• invoice the Subscriber for the outstanding amount;
• suspend access to all or part of the Services after providing reasonable prior notice; or
• terminate the applicable subscription in accordance with this Agreement.

Any negative wallet balance shall not constitute an extension of credit, authorization to continue using the Services, waiver of payment obligations, or modification of this Agreement. The Subscriber shall remain fully responsible for the prompt

5. Customization: 

The RightlyHR Platform is provided as a standardized, multi-tenant Software-as-a-Service (SaaS) solution. Except as expressly agreed in writing under a separate Statement of Work ("SOW") or Professional Services Agreement, SNAD Developers does not provide customer-specific source code modifications or bespoke customizations to the standard RightlyHR Platform.

The Subscriber may configure available platform settings, workflows, approval processes, forms, reports, dashboards, and other configurable features using the standard capabilities made available within the RightlyHR Platform.

Requests for new features, integrations, enhancements, or functionality not included within the standard RightlyHR Platform may require:

• separate commercial evaluation;
• additional implementation fees;
• Professional Services engagement;
• revised implementation timelines; and
• execution of a separate Statement of Work ("SOW"), where applicable.

Submission of any feature request, enhancement request, or customization request shall not create any obligation on the part of SNAD Developers to develop, implement, or release such functionality.

SNAD Developers may evaluate enhancement requests based on factors including:

• overall product strategy;
• business value to the broader customer base;
• technical feasibility;
• security considerations;
• regulatory requirements;
• product architecture; and
• commercial viability.

All decisions relating to product enhancements, product roadmap priorities, release schedules, and implementation timelines shall remain within the sole business discretion of SNAD Developers.

Unless otherwise expressly agreed in writing, requested enhancements or future product releases shall not affect the implementation schedule, project milestones, subscription fees, Service Level Agreements ("SLAs"), or agreed go-live dates.

SNAD Developers retains all intellectual property rights, title, and interest in any enhancements, improvements, integrations, or new functionality developed for the RightlyHR Platform, unless otherwise expressly agreed in writing.

Subscriber-specific configurations, workflow settings, approval hierarchies, reports, forms, templates, dashboards, integrations, branding, and business rules created using the standard functionality of the RightlyHR Platform shall not be considered product customizations and shall remain subject to the capabilities of the standard platform.

6. Data Protection

To the extent that SNAD Developers processes Account-Related Information, Subscriber Data, or Personal Data on behalf of the Subscriber in connection with the provision of the RightlyHR Platform and Services, such processing shall be governed by the RightlyHR Data Processing Addendum ("DPA"), available at https://www.rightlyhr.com/us/data-protection-addendum, which is incorporated into and forms an integral part of this Agreement by reference.

SNAD Developers shall process such data only in accordance with this Agreement, the applicable DPA, and all applicable data protection and privacy laws. In the event of any conflict between this Agreement and the DPA with respect to the processing of Personal Data, the terms of the DPA shall prevail solely to the extent of such conflict.

7. Service Level Agreement (“SLA”)

The RightlyHR Service Level Agreement ("SLA"), corresponding to the Subscriber's selected subscription plan, support plan, or applicable Service SKU, is available at https://www.rightlyhr.com/us/service-level-agreement and is incorporated into and forms an integral part of this Agreement by reference.

The SLA sets out the applicable service availability commitments, support coverage, incident severity classifications, response time objectives, target resolution timelines, maintenance windows, escalation procedures, and service exclusions applicable to the subscribed Services

In the event of any inconsistency between this Agreement and the SLA solely with respect to service support, availability commitments, or operational service levels, the provisions of the SLA shall prevail to the extent of such inconsistency.

8. Confidentiality 

Each Party (the "Receiving Party") agrees to protect the Confidential Information of the other Party (the "Disclosing Party") using at least the same degree of care that it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable degree of care. Except as expressly permitted under this Agreement, the Receiving Party shall not disclose, reproduce, distribute, publish, or otherwise make available the Confidential Information of the Disclosing Party to any third party and shall use such Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement. The Receiving Party may disclose Confidential Information only to its employees, officers, directors, Affiliates, contractors, consultants, auditors, legal advisors, financial advisors, service providers, or other representatives who have a legitimate need to know such information for purposes related to this Agreement, provided that such persons are bound by confidentiality obligations that are no less protective than those set forth herein, and the Receiving Party shall remain responsible for any breach of this Section by such persons. If the Receiving Party is required by applicable law, regulation, court order, or governmental authority to disclose any Confidential Information, it shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice and reasonably cooperate with the Disclosing Party in seeking an appropriate protective order or other available legal remedy before making such disclosure.

The Receiving Party shall implement and maintain appropriate administrative, technical, and organizational safeguards to protect Confidential Information against unauthorized access, use, disclosure, alteration, or destruction and shall promptly notify the Disclosing Party upon becoming aware of any actual or suspected unauthorized access, use, disclosure, loss, or compromise of the Confidential Information, and shall cooperate in mitigating the effects of such incident. Upon the earlier of the termination or expiration of this Agreement, or upon the written request of the Disclosing Party, the Receiving Party shall promptly return or securely destroy all tangible and electronic copies of the Disclosing Party's Confidential Information within thirty (30) days and, upon request, provide written certification of such return or destruction. Notwithstanding the foregoing, the Receiving Party may retain Confidential Information to the extent required by applicable law or where such information is maintained as part of routine automated backup, disaster recovery, archival, or business continuity processes, provided that such retained Confidential Information remains subject to the confidentiality obligations set forth in this Agreement and is not restored or used except as required by law or for legitimate disaster recovery purposes.

The obligations set forth in this Section shall survive the termination or expiration of this Agreement for a period of five (5) years, except with respect to trade secrets, source code, proprietary algorithms, encryption keys, security information, and other information protected as trade secrets under applicable law, for which such obligations shall survive for so long as such information continues to qualify as a trade secret or otherwise remains confidential under applicable law.

9. Third Party Services

The RightlyHR Platform may enable the Subscriber to access, integrate with, or use third-party applications, software, platforms, products, APIs, payment gateways, identity providers, communication services, cloud infrastructure providers, artificial intelligence services, or other third-party services (collectively, "Third-Party Services"), including but not limited to Microsoft 365, Microsoft Azure Active Directory, Google Workspace, Slack, Microsoft Teams, QuickBooks, ADP, Oracle, SAP, payment gateways, SMS gateways, email service providers, and similar services. The Subscriber's use of any Third-Party Services is entirely optional and at the Subscriber's sole discretion and risk, and shall be governed exclusively by the applicable terms, conditions, privacy policies, licensing terms, and agreements of the respective third-party providers.

SNAD Developers does not own, operate, control, endorse, or assume responsibility for any Third-Party Services and makes no representations or warranties regarding their availability, functionality, performance, security, compatibility, legality, reliability, or suitability for the Subscriber's business requirements. The Subscriber is solely responsible for evaluating, procuring, configuring, and maintaining any Third-Party Services and for obtaining all necessary licenses, approvals, consents, and permissions required for their use in connection with the RightlyHR Platform. Where the Subscriber authorizes the integration of Third-Party Services requiring the transfer, access, synchronization, or processing of Subscriber Data or Personal Data, the Subscriber acknowledges and agrees that such transfer or processing is performed solely at the Subscriber's direction and risk, and SNAD Developers shall not be responsible or liable for the processing, storage, security, availability, confidentiality, integrity, accuracy, or use of such data by the applicable third-party provider.

SNAD Developers shall not be liable for any interruption, degradation, incompatibility, suspension, modification, discontinuation, delay, data loss, security incident, or failure of any Third-Party Services, including any changes to third-party APIs, authentication mechanisms, licensing models, service offerings, or technical specifications that may affect the interoperability or functionality of the RightlyHR Platform. The Subscriber may discontinue the use of any Third-Party Services by disabling the applicable integration or by providing written notice to SNAD Developers where such assistance is reasonably required.

Nothing in this Agreement shall be construed as granting SNAD Developers ownership, control, or responsibility over any Third-Party Services, and the Subscriber acknowledges that SNAD Developers shall have no liability for the acts, omissions, products, services, support, security practices, privacy practices, or compliance obligations of any third-party provider.

10. Rights and Licenses

SNAD Developers and its licensors own and shall retain all right, title, and interest, including all Intellectual Property Rights, in and to the RightlyHR Platform, the Services, Documentation, software, APIs, mobile applications, artificial intelligence features, reports, dashboards, templates, workflows, configurations, algorithms, source code, object code, trade secrets, methodologies, know-how, updates, upgrades, enhancements, modifications, derivative works, and all related materials, whether developed before or after the Effective Date of this Agreement. Except for the limited rights expressly granted under this Agreement, no right, title, license, or interest in or to the RightlyHR Platform or the Services is granted or transferred to the Subscriber by implication, estoppel, or otherwise. The Subscriber shall not acquire any ownership or intellectual property rights in the RightlyHR Platform by virtue of using the Services.

The Subscriber grants SNAD Developers a worldwide, non-exclusive, royalty-free, irrevocable license during the Subscription Term, and thereafter solely to the extent necessary to comply with legal obligations or maintain anonymized records, to use, host, copy, transmit, process, display, and otherwise use Subscriber Data solely for the purpose of providing, maintaining, securing, supporting, and improving the Services in accordance with this Agreement and the applicable Data Processing Addendum ("DPA"). The Subscriber further grants SNAD Developers a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, modify, incorporate, commercialize, and otherwise exploit any Subscriber Input, feedback, suggestions, enhancement requests, comments, ideas, or recommendations provided by the Subscriber relating to the RightlyHR Platform or the Services without restriction or obligation of compensation.

SNAD Developers may collect, generate, analyze, and use anonymized, aggregated, statistical, diagnostic, telemetry, performance, and usage data derived from the Subscriber's use of the Services, provided that such information does not identify the Subscriber, its Authorized Users, or any individual, for purposes including service improvement, product development, benchmarking, analytics, artificial intelligence model improvement, capacity planning, operational monitoring, security, research, and marketing.

Unless otherwise agreed in writing, the Subscriber grants SNAD Developers a limited, non-exclusive, royalty-free right to identify the Subscriber as a customer of the RightlyHR Platform and to use the Subscriber's name, trademarks, trade names, logos, publicly available testimonials, case studies, and other approved marketing materials in SNAD Developers' marketing, sales, promotional materials, customer reference lists, website, presentations, and other business communications. The Subscriber may withdraw such permission at any time by providing written notice, following which SNAD Developers shall cease future use within a commercially reasonable period.

11. Limitation of Liability

Neither party shall be liable to the other for any indirect, incidental, punitive, special, exemplary, or consequential damages, whether or not such damages were foreseeable or the possibility of such damages was disclosed, including without limitation, damages for loss of profits, goodwill, use, data loss, interruption of business, loss or unauthorized access to information, or other intangible losses, arising out of or in connection with this agreement, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise. Either Parties liability, under no circumstance, shall exceed value of aggregate of all amounts paid by the Subscriber to RightlyHR in the last twelve (12) months preceding the first event giving rise or during the Subscription Term, which ever period is lower, to such claim or action.

12. Warranties

Each Party represents and warrants that:

• It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation;
• It has the full legal power, authority, and right to enter into this Agreement and perform its obligations hereunder;
• The execution, delivery, and performance of this Agreement have been duly authorized and do not violate any applicable law, contractual obligation, or other agreement binding upon such Party; and
• This Agreement constitutes a valid, legal, and binding obligation enforceable against such Party in accordance with its terms.
• SNAD Developers warrants that during the applicable Subscription Term:
• The RightlyHR Platform shall materially conform to the applicable Documentation;
• The Services shall be performed in a professional and workmanlike manner using commercially reasonable skill and care;
• SNAD Developers shall implement commercially reasonable administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of Subscriber Data;
• SNAD Developers shall use commercially reasonable efforts to correct reproducible material defects reported by the Subscriber in accordance with the applicable Service Level Agreement ("SLA").

13. WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE RIGHTLYHR PLATFORM, THE SERVICES, ALL SOFTWARE, APIs, AI FEATURES, MOBILE APPLICATIONS, REPORTS, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE". SNAD DEVELOPERS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, UNINTERRUPTED OPERATION, OR THAT THE SERVICES WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION.

14. Indemnification.

14.1. By SNAD Developers: 

SNAD Developers shall defend, indemnify, and hold harmless the Subscriber, its Affiliates, directors, officers, employees, agents, representatives, successors, and permitted assigns (collectively, the "Subscriber Indemnified Parties") from and against any third-party claims, demands, actions, proceedings, judgments, liabilities, damages, losses, penalties, fines, settlements, costs, and reasonable attorneys' fees arising out of or relating to: (a) SNAD Developers' material breach of its confidentiality obligations under this Agreement; or (b) any claim that the Subscriber's authorized use of the RightlyHR Platform or the Services infringes or misappropriates any valid patent, copyright, trademark, trade secret, or other intellectual property right of a third party (an "IP Claim"). SNAD Developers shall, at its own expense, defend such IP Claim and shall have sole control over the defense and settlement of such claim, provided that it shall not settle any claim in a manner that admits liability on behalf of, or imposes any financial or other obligation upon, the Subscriber without the Subscriber's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. The Subscriber shall promptly notify SNAD Developers in writing upon becoming aware of any actual or threatened claim and shall provide all reasonable cooperation, information, and assistance requested by SNAD Developers in connection with the defense of such claim. If the RightlyHR Platform or any part thereof becomes, or in SNAD Developers' reasonable opinion is likely to become, the subject of an IP Claim, SNAD Developers may, at its sole discretion and expense: (i) procure for the Subscriber the right to continue using the affected Services; (ii) modify or replace the affected Services so that they become non-infringing without materially reducing their functionality; or (iii) terminate the affected Services and refund any prepaid subscription fees attributable to the unused portion of the applicable Subscription Term.

14.2. Excluded Claims:

SNAD Developers shall have no obligation to defend or indemnify the Subscriber for any claim arising out of or relating to: (a) any modification, enhancement, customization, or alteration of the RightlyHR Platform or the Services made by or on behalf of the Subscriber without the prior written authorization of SNAD Developers; (b) the combination or use of the RightlyHR Platform or the Services with software, hardware, systems, products, services, or data not provided, approved, or recommended by SNAD Developers, where such combination gives rise to the claim; (c) the Subscriber's use of the RightlyHR Platform or the Services in violation of this Agreement, the applicable Documentation, or Applicable Law; (d) Subscriber Data, including any allegation that such data infringes or misappropriates the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party; (e) compliance with the Subscriber's instructions, specifications, business requirements, configurations, or implementation directions; or (f) the Subscriber's reliance upon outputs, recommendations, predictions, classifications, summaries, or other content generated through artificial intelligence or machine learning features available within the RightlyHR Platform. The Subscriber acknowledges that AI-generated outputs are intended solely to assist users and should not be considered legal, tax, accounting, employment, financial, or professional advice. The Subscriber remains solely responsible for independently reviewing, validating, and verifying all AI-generated outputs before relying upon or implementing them.

14.3. By Subscriber:

The Subscriber shall defend, indemnify, and hold harmless SNAD Developers, its Affiliates, directors, officers, employees, agents, contractors, representatives, successors, and permitted assigns (collectively, the "SNAD Developers Indemnified Parties") from and against any third-party claims, demands, actions, proceedings, judgments, liabilities, damages, losses, penalties, fines, settlements, costs, and reasonable attorneys' fees arising out of or relating to: (a) the Subscriber's material breach of this Agreement, including its confidentiality obligations; (b) the Subscriber's or its Authorized Users' unauthorized, unlawful, fraudulent, negligent, or improper use of the RightlyHR Platform or the Services; (c) any violation of Applicable Law by the Subscriber or its Authorized Users; (d) any modification, customization, integration, configuration, or alteration to the RightlyHR Platform or the Services made by or at the direction of the Subscriber without the prior written authorization of SNAD Developers; (e) Subscriber Data, including any allegation of intellectual property infringement, defamation, invasion of privacy, violation of publicity rights, unlawful content, or other claims arising from the Subscriber's collection, storage, processing, transmission, or use of such data; or (f) the Subscriber's integration or use of any Third-Party Services that results in a claim against SNAD Developers.

14.4 Conduct of Claims: 

The Subscriber and its Authorized Users shall not, directly or indirectly:The Party seeking indemnification (the "Indemnified Party") shall promptly, and in any event within a reasonable period after becoming aware of a claim, provide written notice of such claim to the Party providing indemnification (the "Indemnifying Party"). Failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent that such delay materially prejudices its ability to defend the claim. The Indemnified Party shall provide the Indemnifying Party with all reasonably requested information, documents, records, witnesses, and assistance necessary for the defense of the claim, at the Indemnifying Party's expense. The Indemnifying Party shall have sole control over the defense, negotiation, and settlement of the claim; provided, however, that it shall not settle any claim in a manner that admits liability on behalf of, imposes any obligation upon, or adversely affects the rights of the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. If the Indemnifying Party fails to assume control of the defense within thirty (30) days after receiving written notice of the claim, the Indemnified Party may undertake the defense using counsel of its own choosing, and the Indemnifying Party shall reimburse the reasonable costs and expenses incurred to the extent the claim is ultimately determined to be subject to indemnification under this Agreement.

14.5 Exclusive Remedy

The indemnification obligations set forth in this Section constitute each Party's sole and exclusive remedy, and the Indemnifying Party's sole and exclusive liability, with respect to any third-party claims expressly covered under this Section, including claims alleging infringement or misappropriation of intellectual property rights.

15. Term

This Agreement shall commence on the Effective Date specified in the applicable Subscription Order Form ("SOF") and shall remain in effect for the initial subscription period specified therein (the "Initial Term"). Unless otherwise specified in the applicable SOF, this Agreement and the corresponding subscription shall automatically renew for successive renewal terms of equal duration (each, a "Renewal Term"), unless either Party provides the other Party with written notice of its intention not to renew at least thirty (30) days prior to the expiration of the then-current Term.

Upon renewal, SNAD Developers may revise the applicable subscription fees, pricing, support fees, or other recurring charges by providing prior written notice to the Subscriber before the commencement of the applicable Renewal Term. Any revised pricing shall apply only to the Renewal Term and shall not affect the fees applicable during the then-current Subscription Term.

Any request by the Subscriber to modify the subscription, including changes to the subscribed modules, licensed users, employee count, service tiers, deployment model, subscription term, billing frequency, support plan, or other commercial components, may result in revised pricing based on SNAD Developers' then-current pricing policies. Any such modification shall become effective only upon mutual written agreement between the Parties or execution of a revised Subscription Order Form.

16. Termination for Cause

Either Party may terminate this Agreement for cause by providing thirty (30) days' prior written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within the applicable notice period.

Without limiting the foregoing, either Party may terminate this Agreement immediately upon written notice if the other Party:

(a) becomes insolvent, is unable to pay its debts as they become due, enters into liquidation, bankruptcy, administration, receivership, or any similar insolvency proceeding, except as part of a bona fide corporate restructuring that does not adversely affect the other Party;

(b) ceases, or publicly announces its intention to cease, substantially all of its business operations;

(c) commits fraud, willful misconduct, criminal activity, or any act involving dishonesty that materially affects the other Party or the Services;

(d) materially breaches its confidentiality obligations, intellectual property obligations, or applicable data protection laws;

(e) uses the RightlyHR Platform or the Services in violation of Applicable Law or in a manner that materially threatens the security, integrity, availability, or reputation of the RightlyHR Platform or SNAD Developers; or

(f) breaches any material representation, warranty, or obligation under this Agreement where such breach is incapable of being cured.

Termination of this Agreement shall not affect any rights, obligations, or liabilities accrued prior to the effective date of termination. The provisions relating to confidentiality, intellectual property, payment obligations, limitation of liability, indemnification, dispute resolution, governing law, and any other provisions that by their nature are intended to survive termination shall remain in full force and effect.

17. Refund

Except as expressly provided in this Agreement or the applicable Subscription Order Form, all fees paid under this Agreement are non-refundable.

Where this Agreement is terminated by the Subscriber due to a material breach by SNAD Developers in accordance with Section 16, and such breach remains uncured within the applicable cure period, SNAD Developers shall refund any prepaid subscription fees attributable to the unused portion of the Subscription Term on a pro-rata basis.

No refund shall be payable where:

(a) the Agreement is terminated by SNAD Developers due to the Subscriber's breach of this Agreement;

(b) the Subscriber elects not to renew the Subscription Term;

(c) the Subscriber terminates the Agreement for convenience;

(d) the Subscriber fails to use the Services after activation;

(e) the Subscriber requests cancellation after the commencement of the Subscription Term, except where otherwise expressly agreed in writing.

Termination or expiration of this Agreement shall not relieve the Subscriber of its obligation to pay any undisputed fees, charges, taxes, or other amounts that became due prior to the effective date of termination. Any outstanding payment obligations shall survive termination until fully satisfied.

18. Effect of Termination

Upon termination or expiration of this Agreement:

(a) all rights granted to the Subscriber shall immediately cease;

(b) the Subscriber shall discontinue all access to and use of the RightlyHR Platform and Services;

(c) SNAD Developers may suspend or disable access to the Subscriber's account in accordance with its data retention policies;

(d) Subscriber Data shall be handled in accordance with the applicable Data Processing Addendum, Data Retention Policy, and any applicable Subscription Order Form;y:

(e) all outstanding payment obligations shall immediately become due and payable; and

(f) any provisions that by their nature are intended to survive termination shall continue in full force and effect.

19. Termination without cause

Except as expressly provided in this Agreement or the applicable Subscription Order Form ("SOF"), the Subscription Term is non-cancellable and all subscription fees are non-refundable. The Subscriber may elect not to renew the Subscription upon the expiry of the applicable Subscription Term by providing written notice in accordance with Section 15; however, the Subscriber may not terminate this Agreement for convenience during an active Subscription Term.

If the Subscriber elects to terminate this Agreement without cause prior to the expiration of the applicable Subscription Term, or otherwise ceases using the Services before the end of the Subscription Term, such termination shall not relieve the Subscriber of its obligation to pay all subscription fees, taxes, professional service fees, implementation charges, or any other amounts that have accrued or would have become payable during the remainder of the applicable Subscription Term.

Without limiting the foregoing, SNAD Developers may declare all outstanding subscription fees immediately due and payable if the Subscriber:

(a) provides written notice purporting to terminate this Agreement without cause before the expiry of the Subscription Term;

(b) communicates its intention to discontinue payment or permanently cease using the Services before the expiry of the Subscription Term; or

(c) fails to pay any undisputed amount due under this Agreement within fifteen (15) days after receiving written notice of such default.

Nothing in this Section limits SNAD Developers' right to suspend or terminate access to the Services in accordance with this Agreement or to pursue any other remedies available under Applicable Law.

20. Retrieval of Subscriber Data

Upon the expiration or termination of this Agreement, and subject to the Subscriber having paid all undisputed amounts due under this Agreement, SNAD Developers shall provide the Subscriber with access to the RightlyHR Platform for a period of up to thirty (30) days solely for the purpose of retrieving or exporting Subscriber Data using the standard export capabilities made available within the RightlyHR Platform.

If the Subscriber requires continued access beyond the initial thirty (30)-day retrieval period, the Subscriber shall submit a written request before the expiry of such period. Subject to technical feasibility and SNAD Developers' approval, access may be extended upon payment of the applicable fees communicated by SNAD Developers.

Following the expiration of the applicable retrieval period, SNAD Developers may permanently delete or anonymize the Subscriber Data from its production systems in accordance with its Data Retention Policy, Data Processing Addendum ("DPA"), and applicable laws. Backup copies maintained as part of routine disaster recovery, archival, or business continuity procedures may continue to be retained until overwritten or securely deleted in accordance with SNAD Developers' standard retention schedules.

The Subscriber may request the earlier deletion of Subscriber Data, including backup copies where technically feasible and legally permissible, by submitting a written request to SNAD Developers. SNAD Developers shall process such request in accordance with the applicable Data Processing Addendum and Applicable Law.

Nothing in this Section shall require SNAD Developers to retain Subscriber Data beyond any period required by applicable law, regulatory requirements, or legitimate business continuity and disaster recovery obligations.

21. Change of Control

For the purposes of this Agreement, "Change of Control" means any transaction or series of related transactions whereby:

(a) a person or entity acquires, directly or indirectly, ownership or control of more than fifty percent (50%) of the voting securities or ownership interests of a Party;

(b) a Party merges, consolidates, amalgamates, or combines with another entity such that control of the surviving entity changes;

(c) all or substantially all of a Party's assets are sold, transferred, assigned, or otherwise disposed of; or

(d) there is any other transaction that results in a change in the ability to direct the management or policies of a Party.

Where the Subscriber undergoes a Change of Control involving an entity that directly competes with SNAD Developers or offers products or services substantially similar to the RightlyHR Platform, the Subscriber shall provide written notice to SNAD Developers within fifteen (15) days after the effective date of such Change of Control.

SNAD Developers may terminate this Agreement by providing thirty (30) days' written notice only where such Change of Control materially and adversely affects SNAD Developers' legitimate business interests, creates a demonstrable conflict of interest, materially increases security or confidentiality risks, or results in a competitor obtaining access to SNAD Developers' Confidential Information or Intellectual Property.

Before exercising any right of termination under this Section, SNAD Developers shall, where reasonably practicable, discuss the matter in good faith with the Subscriber to determine whether appropriate safeguards or alternative arrangements can adequately address the identified concerns.

Termination under this Section shall not affect any rights or obligations accrued prior to the effective date of termination.

22. Authorised Partner

Where the Subscriber purchases or subscribes to the RightlyHR Platform or the Services through an authorized reseller, distributor, implementation partner, referral partner, managed service provider, or other authorized business partner of SNAD Developers (each, an "Authorized Partner"), the commercial relationship between SNAD Developers and the Authorized Partner, including pricing, billing, invoicing, payment collection, commissions, and related commercial arrangements, shall be governed exclusively by the agreement between SNAD Developers and the Authorized Partner.

The Subscriber acknowledges that any payment obligations owed to an Authorized Partner shall remain solely between the Subscriber and the Authorized Partner. In the event that an Authorized Partner fails to remit payment to SNAD Developers or otherwise breaches its obligations under its agreement with SNAD Developers, SNAD Developers reserves the right to suspend or terminate the Subscriber's access to the RightlyHR Platform after providing reasonable prior notice where commercially practicable.

Except where otherwise expressly agreed in writing by SNAD Developers, the Subscriber's sole remedy in respect of any dispute relating to pricing, invoicing, payment collection, refunds, credits, or commercial commitments made by an Authorized Partner shall be against such Authorized Partner. Notwithstanding the procurement channel, the Subscriber's access to and use of the RightlyHR Platform and the Services shall at all times remain governed exclusively by this Agreement, which constitutes the direct contractual relationship between SNAD Developers and the Subscriber with respect to the use of the Services.

In the event of any conflict between this Agreement and any agreement entered into solely between the Subscriber and an Authorized Partner, this Agreement shall prevail with respect to the use of the RightlyHR Platform and the Services. Authorized Partners are independent contractors and are not agents, employees, joint venturers, or legal representatives of SNAD Developers and have no authority to bind, modify, waive, or otherwise alter this Agreement or make representations, warranties, guarantees, commitments, or obligations on behalf of SNAD Developers unless expressly authorized in writing.

SNAD Developers may directly enforce this Agreement against the Subscriber and its Authorized Users, including exercising its rights to suspend or terminate access to the Services where necessary to protect the security, integrity, availability, or lawful operation of the RightlyHR Platform. The Subscriber remains responsible for all actions of its Authorized Users and for the accuracy, completeness, legality, and integrity of any instructions, configurations, data, or information transmitted through an Authorized Partner. SNAD Developers shall not be liable for any delays, implementation errors, configuration issues, data inaccuracies, service interruptions, or other losses arising from the acts or omissions of an Authorized Partner.

23. General Provisions.

23.1. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws specified in the applicable Subscription Order Form ("SOF"). Unless otherwise expressly stated in the applicable SOF, this Agreement shall be governed by the laws of the State of Texas, United States of America, without regard to its conflict of laws principles. The state and federal courts located in Texas shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each Party irrevocably submits to the jurisdiction of such courts.

23.2. Injunctive Relief: 

The Parties acknowledge that a breach of the provisions relating to confidentiality, intellectual property rights, data protection, or unauthorized use of the RightlyHR Platform may cause irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, either Party shall be entitled to seek injunctive relief, specific performance, or any other equitable remedy, in addition to any other remedies available under Applicable Law, without the requirement to post bond or prove actual damages where permitted by law.

23.3. Notices: 

All notices, approvals, consents, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by internationally recognized courier, registered mail, or transmitted by electronic mail to the addresses specified in the applicable Subscription Order Form or otherwise designated by either Party in writing. Notices to SNAD Developers shall be addressed to:

Legal Department‍
‍SNAD Developers Private Limited
‍Email: legal@rightlyhr.com

Notices to the Subscriber shall be sent to the primary business contact or authorized representative specified in the applicable Subscription Order Form or to any updated address or email notified by the Subscriber in writing.

23.4. No Third-Party Beneficiaries:

The terms of this Agreement are binding solely on the Parties, their successors, and permitted assigns. Nothing in this Agreement, whether expressed or implied, creates any rights, benefits, or remedies for any individual or entity other than the Parties, their successors, and permitted assigns.

23.5. Force Majeure:

Neither Party shall be liable for any delay or failure in performing its obligations under this Agreement (other than payment obligations) to the extent such delay or failure results from events beyond its reasonable control, including acts of God, natural disasters, floods, earthquakes, fires, epidemics, pandemics, war, terrorism, civil unrest, strikes, lockouts, labor disputes, government actions, changes in law, embargoes, utility failures, internet outages, cyberattacks of extraordinary scale, or failures of telecommunications or cloud infrastructure providers beyond the affected Party's reasonable control. The affected Party shall promptly notify the other Party and shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable. If the Force Majeure Event continues for more than ninety (90) consecutive days and materially prevents performance of the Agreement, either Party may terminate this Agreement upon written notice without liability, except for payment obligations accrued prior to termination.

23.6. Anti-corruption: 

Each Party shall comply with all applicable anti-corruption laws, in relation to this Agreement. Each Party agrees that it will not offer to pay or give anything of value to anyone, including foreign governmental officials or related persons or entities on either Party’s behalf to corruptly: (a) influence any official act or decision; (b) secure any improper advantage; (c) obtain or retain business, or direct business to any person or entity; or (d) for the purpose of inducing or rewarding any favourable action in any matter related to the subject of this Agreement or the business of either Party. Each Party further agrees to keep accurate books and records in relation to this Agreement. Each Party further agrees to cooperate with the other Party in any anti-corruption due diligence process and/or investigation in relation to this Agreement.

23.7. Non-Disparagement: 

During the Term of this Agreement and thereafter, each Party agrees not to knowingly publish or communicate any false, misleading, defamatory, or malicious statement regarding the other Party, its products, services, personnel, or business. Nothing in this Section shall restrict either Party from providing truthful statements required by law, regulatory authorities, legal proceedings, or bona fide confidential feedback regarding the Services.

23.8. Relationship of the Parties:

The parties are independent contractors. This Agreement does not create, and it is not intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

23.9. Order of Precedence: 

In the event of any inconsistency between this Agreement, the applicable Subscription Order Form (SOF), Statement of Work (SOW), Service Level Agreement (SLA), Data Processing Addendum (DPA), or any other document expressly incorporated by reference, the order of precedence shall be:

• Subscription Order Form (SOF)
• Statement of Work (SOW) (if applicable)
• This Agreement
• Data Processing Addendum (DPA)
• Service Level Agreement (SLA)
• Other incorporated policies

unless expressly stated otherwise in the applicable document.

23.10. Amendments: 

Any amendments or modifications must be in writing and signed by authorized representatives of both Parties.

23.11. Assignment:

Subject to Section 20 (Change of Control), neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement, without consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement.

23.12. Severability:

If any provision of this Agreement is held to be illegal, invalid or unenforceable under any Applicable Law from time to time:

• such provision will be fully severable from this Agreement;
• this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and
• the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from.

23.13. Waiver: 

Except as otherwise provided in this Agreement, failure on the part of either Party to exercise any right hereunder or to insist upon strict compliance by the other Party with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such right, term, covenant or condition.

23.14. Interpretation:

No provision of this Agreement shall be construed against one Party by reason of being deemed the “author” of the Agreement. The headings used in this Agreement are for convenience only and shall not affect the interpretation of the terms of this Agreement.

23.15. Electronic Signatures:

The Parties agree that this Agreement and any other documents to be delivered in connection herewith may be executed by electronic signatures, digital signatures, or electronic acceptance mechanisms recognized under Applicable Law.