Master Employer & Recruiter Service Agreement

Parent Company: Sama.Ai (OPC) Private Limited ("Sama.Ai") | Platform: MployD.in | Execution: Digital Registration.

This Master Employer & Recruiter Service Agreement ("Agreement") is entered into and made effective as of the date of electronic execution and registration ("Effective Date") on the MployD platform.

BY AND BETWEEN: SAMA.AI (OPC) PRIVATE LIMITED, Registered Address: 101, Block C1, Akshaya Halton Apartments, Sundarapuram, Coimbatore South, Coimbatore - 641024, Tamil Nadu, and their operating hub at Coimbatore / Chennai Corridor, India (hereinafter "Sama.Ai", "Platform", or "MployD").

AND: THE REGISTERING ENTITY / RECRUITER, representing the organization specified during platform onboarding (hereinafter the "Employer", "Recruiter", or "Company").

WHEREAS, Sama.Ai owns and operates MployD (mployd.in), a specialized auction-style talent discovery marketplace designed to facilitate candidate discovery, structured hiring sprints, and talent matchmaking; and WHEREAS, the Recruiter desires to register on MployD to access candidate profiles, extend compensation proposals, and engage talent, subject to the terms and conditions set forth herein.

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1. Platform Authorization & Account Security

Corporate Verification & Onboarding

To register and maintain an active account on MployD, the Recruiter shall register exclusively using a verified corporate email domain. Registration through personal email providers (e.g., Gmail, Yahoo) is strictly prohibited. The Recruiter shall furnish valid business identification credentials during registration, including but not limited to Goods and Services Tax Identification Number (GSTIN), Corporate Identification Number (CIN), Permanent Account Number (PAN) issued by Income Tax Department, India or statutory business registration documents.

Authorized Use & Ecosystem Integrity

The Recruiter agrees that access to MployD is provided solely for legitimate hiring needs of the registered entity. The Recruiter explicitly agrees NOT to:

• Market, advertise, or propose non-existent, speculative, or fictitious job roles.
• Collect, extract, or scrape candidate data, resume details, or contact metrics to build, enrich, or populate third-party databases, agency pools, or external CRM systems.
• Solicit candidates or recruit services outside the MployD ecosystem in a manner designed to circumvent platform commercial mechanics or fees.

Account Security

The Recruiter is entirely responsible for maintaining the confidentiality of platform access credentials and for all activities conducted under their corporate account.

2. Competitive Proposals & Compensation Integrity

Multi-Recruiter Engagement & Dynamic Proposal Revisions

MployD operates a talent marketplace structured around competitive proposal mechanics. Multiple recruiters and employers may simultaneously engage with a candidate by submitting competitive compensation range proposals during the 7-day Discovery Phase. To maintain a competitive stance on the platform, a Recruiter is permitted to dynamically revise and upgrade their proposed compensation range if a higher proposal from another recruiter supersedes their existing offer on the candidate's platform dashboard.

Acceptance Lock & Prohibition of Offer Undercutting

Once a candidate formally accepts a Recruiter's proposed compensation range during the discovery phase, that accepted range becomes legally binding upon the Recruiter for the remainder of the hiring process. The Recruiter explicitly agrees that any final formal employment offer, compensation package, or appointment letter extended post-interview shall not undercut or fall below the accepted benchmark proposal, provided the candidate's verified technical skills, background, and disclosures remain consistent with their profile.

3. Structured Hiring Timeline & Candidate Evaluation

To ensure candidate respect and workflow efficiency, both Parties agree to adhere strictly to the standardized hiring cycle:

Candidate Resolution Protocol

At the conclusion of the evaluation cycle, the Recruiter is obligated to explicitly mark the final status of every candidate on the platform as either "Shortlisted" (Selected / Offer Extended) or "Released" (Rejected / Unlocked without selection). Prompt, constructive feedback should be provided on the platform for any candidate released post-interview.

The Recruiter must mark that status within 14 days of a Soft-Lock being activated, irrespective of whether the 21-day Selection Sprint has run its full course. The Sprint governs how long the evaluation may take; this governs how long a candidate may be left without an answer. Recruiters who exceed it are marked down in the Recruiter Performance Index displayed beside their proposals; a late decision costs no Credit and carries no fee, because the consequence attaches to the Recruiter's standing and not to its balance.

4. Commercial Model, Credits & Payment Terms

Credit-Based Marketplace Structure

MployD operates on a credit-based marketplace model. The Recruiter must purchase an upfront hiring package containing a dedicated balance of Platform Credits prior to initiating candidate discovery or extending proposals.

Credit Validity Period

The validity period of Platform Credits differs and is uniquely defined for each package tier as specified in the corresponding package order form or commercial schedule selected by the Recruiter upon purchase. MployD reserves the right to change the validity period at any time, however Credits already purchased by the Recruiter will not be affected.

Credit Consumption Mechanics

Platform credits are managed and consumed based strictly on candidate outcome:

• Candidate Shortlist (1.0 Credit Consumed): Exactly one (1.0) credit is consumed from the Recruiter's active balance at the moment a candidate is formally marked as Shortlisted.
• Candidate Release: Credits are consumed only where a candidate was taken off the market without being evaluated:
  • 0.0 Credit Consumed: There is no soft-lock activation charge or deduction of credits if a candidate is Released after the completion of at least one round of interview.
  • 1.0 Credit Consumed: If 4 candidates are released without completion of at least one round of interview, exactly one (1.0) credit will be consumed.

Plan Limits and Conditions

Recruiter limit per plan:

Concurrent bids per plan:

MployD reserves the right to change plan limits at any time, however Credits already purchased by the Recruiter will not be affected.

Plan Changes & Re-calculation

A recruiter can execute one of two possible changes to the Plan at any time.

Non-Refundability & Statutory Tax Compliance

Package fees and credit purchases are strictly non-refundable once allocated. Invoices are generated immediately upon payment and are subject to statutory Indian tax regulations, including applicable Goods and Services Tax (GST).

5. Intermediary Status & Limitation of Liability

Platform Intermediary Role

MployD acts solely as an online discovery, screening, and matching platform connecting hiring organizations with potential candidates.

No Guarantee of Placement

While MployD employs advanced algorithms to optimize matches, Sama.Ai does not guarantee candidate placement, candidate offer acceptance, or successful hiring conversions.

Limitation of Liability

In no event shall Sama.Ai be liable for any indirect, incidental, consequential, or punitive damages arising from recruiter-candidate interactions, employment disputes, or platform usage. Sama.Ai's aggregate liability under this Agreement shall not exceed the total fee paid by the Recruiter in the preceding three (3) months.

6. Non-Subcontracting, Permitted Use, and Data Non-Transferability

Scope of Permitted Use

Subject to the terms and conditions of this Agreement, MployD ("Platform") grants to the Company a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Platform solely for its internal talent acquisition, recruitment, and hiring operations. Access is restricted strictly to full-time employees, authorized internal recruiters, or designated hiring managers of the Company whose identities have been verified and registered with the Platform ("Authorized Users").

Absolute Prohibition on Subcontracting and Co-Brokering

The Company explicitly agrees that it shall not, directly or indirectly:

• (a): Subcontract, delegate, assign, host, outsource, or transfer its access to the Platform, candidate profiles, platform tools, or platform credits to any third-party recruitment agency, sub-agency, independent contractor, co-broker, or offshore sourcing partner.
• (b): Share, resell, license, lease, rent, or monetize candidate data, candidate profiles, contact information, resume downloads, or placement access obtained through the Platform with any entity outside the Company's legal corporate structure.
• (c): Use the Platform or candidate database to provide recruitment services, talent sourcing, or candidate matching on behalf of third-party clients without express prior written authorization from MployD.

Account Security, Credentials, and User Restrictions

Each login credential, user seat, and authentication key provided by MployD is tied to a unique Authorized User associated with the Company's verified corporate email domain.

• No Credential Sharing: Simultaneous logins across multiple geographic locations, sharing of multi-factor authentication (MFA) tokens, or pooling of user credentials across multiple individuals is strictly prohibited.
• Corporate Domain Requirement: All Authorized Users must register using the Company's official, verified corporate email domain. Accounts registered under generic, free, or disposable webmail domains (e.g., Gmail, Yahoo, Hotmail) are subject to immediate suspension.
• Verification & Audit: MployD reserves the right to periodically audit account usage, active user logs, IP addresses, and session activities. The Company shall, upon written request, provide proof of employment for any registered Authorized User within five (5) business days.

Proprietary Rights and Candidate Data Non-Transferability

• Ownership: All candidate profiles, resumes, contact details, platform data, assessment records, and platform metadata (collectively, "Platform Candidate Data") made available through MployD remain the confidential and proprietary information of MployD and/or the respective candidates.
• Restricted Transfer: The Company shall not export, bulk-scrape, index, store in external third-party talent repositories, or transmit Platform Candidate Data to any unapproved third-party Applicant Tracking System (ATS), CRM, or vendor database without explicit authorization.
• Data Protection Compliance: The Company agrees to process and handle all Platform Candidate Data in strict compliance with applicable data privacy laws and regulations (including the Digital Personal Data Protection Act, 2023). Any unapproved distribution or leaking of candidate PII by the Company or its sub-recruiters shall be classified as a material data breach.

Remedies for Breach and Unauthorized Subcontracting

In the event that MployD determines or reasonably suspects, in its sole discretion, that the Company or its Authorized Users have violated any provision of this Section (including subcontracting access or sharing candidate data with third-party agencies):

• Immediate Suspension: MployD reserves the right to instantly suspend or permanently revoke access to the Platform, disable all active user accounts, and cancel all active job postings without prior notice.
• Forfeiture of Credits & Fees: The Company shall forfeit all prepaid subscription fees, unused platform credits, virtual wallet balances, and active deposits. MployD shall have no obligation to issue any refund or financial credit.
• Liquidated Damages: The Company acknowledges that unauthorized subcontracting and data leakage cause significant financial damage to MployD's platform ecosystem. In addition to account termination, the Company shall be liable to pay MployD liquidated damages equal to [e.g., 3x the Annual Contract Value / ₹5,000,000 / $50,000] or the maximum platform fee generated by the unauthorized placement, whichever is higher, without prejudice to MployD's right to seek injunctive relief or further damages.

7. Governing Law & Dispute Resolution

This Agreement shall be governed by, interpreted, and construed in accordance with the laws of the Republic of India. Any legal dispute, controversy, or claim arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the competent courts in Chennai, Tamil Nadu, India.

8. Grievance Redressal Mechanism

In accordance with the Information Technology Act, 2000 and rules made thereunder, questions or grievances regarding platform usage or compliance should be directed to:

• Office: Grievance & Legal Compliance Cell
• Email: compliance@mployd.in
• Address: MployD Operations, Sama.Ai (OPC) Private Limited, Coimbatore / Chennai Corridor, India

9. Digital Execution & Acknowledgment

By completing the package purchase and clicking "I Agree", the Recruiter confirms authority to bind the corporate entity to these terms.

• For Sama.Ai (OPC) Private Limited: Digitally signed. Authorized Signatory, MployD Legal & Compliance.
• For the Recruiter / Employer entity: Digital signature upon onboarding. Corporate domain verified at registration; IP address and timestamp recorded digitally.