TalScreener

Effective Date: February 2026

This Master Software as a Service Agreement ("Agreement") is entered into by and between:

Xrovo Private Limited, a company duly incorporated under the laws of India ("Xrovo" or "Service Provider"),

AND

The entity identified in the applicable Order Form ("Customer").

Xrovo and Customer may be referred to individually as a "Party" and collectively as the "Parties."

1. Definitions

For purposes of this Agreement:

1.1"Services" means the FastHire AI-powered recruitment and interview automation platform provided by Xrovo on a subscription basis.
1.2"Customer Data" means all data, including personal data, submitted to or processed through the Services by or on behalf of Customer.
1.3"Confidential Information" means all non-public information disclosed by one Party to the other that is designated confidential or that reasonably should be understood to be confidential.
1.4"Order Form" means the mutually executed document specifying subscription scope, fees, and term.

2. Grant of Rights

2.1

Subject to the terms of this Agreement and timely payment of applicable fees, Xrovo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for internal business purposes.

2.2

Customer shall not:

•Reverse engineer or attempt to derive source code
•Modify, copy, or create derivative works
•Access the Services to build a competitive product
•Circumvent security controls

3. Services Description

The Services include AI-enabled tools for:

•Interview automation
•Candidate evaluation
•Recruitment workflow management

Important: Customer acknowledges that AI-generated outputs are advisory in nature and are intended to assist, not replace, human decision-making.

4. Customer Responsibilities

4.1

Customer shall:

•Ensure compliance with applicable employment and data protection laws
•Obtain all necessary candidate consents
•Use the Services in a lawful and non-discriminatory manner
•Maintain confidentiality of access credentials

4.2

Customer bears sole responsibility for employment decisions, hiring outcomes, and regulatory compliance.

5. Data Protection and Privacy

5.1

Roles of the Parties

For personal data processed under this Agreement:

•Customer acts as Data Controller
•Xrovo acts as Data Processor

5.2

Processing Obligations

Xrovo shall:

•Process Customer Data solely on documented instructions
•Implement appropriate technical and organizational safeguards
•Ensure personnel confidentiality obligations
•Assist Customer in responding to lawful data subject requests

5.3

A separate Data Processing Agreement (DPA) may be executed upon request and shall form part of this Agreement.

6. Information Security

Xrovo shall maintain commercially reasonable administrative, technical, and physical safeguards designed to:

✓Protect Customer Data from unauthorized access
✓Prevent unlawful processing
✓Maintain system integrity and availability

Such measures include, without limitation:

•Encryption in transit
•Access controls
•Infrastructure monitoring
•Vulnerability management practices

7. Fees and Payment

7.1

Customer shall pay fees as specified in the applicable Order Form.

7.2

Unless otherwise stated:

•Fees are non-refundable
•Payments are due within the agreed billing cycle
•Late payments may result in suspension of Services

8. Intellectual Property Rights

8.1

Xrovo retains all right, title, and interest in and to:

•The Services
•Software and AI models
•Documentation
•Trademarks and proprietary technology

8.2

Customer retains ownership of Customer Data.

8.3

Xrovo may use aggregated and anonymized data for analytics, improvement, and benchmarking purposes.

9. Confidentiality

9.1

Each Party agrees to:

•Protect Confidential Information using reasonable care
•Use Confidential Information solely for purposes of this Agreement
•Not disclose Confidential Information except as required by law

9.2

Confidentiality obligations survive termination for a period of five (5) years.

10. Warranties

10.1

Xrovo warrants that:

•It has authority to enter into this Agreement
•The Services will materially conform to applicable documentation

10.2

Except as expressly provided, the Services are provided "AS IS" and without warranties of merchantability or fitness for a particular purpose.

11. Limitation of Liability

11.1

To the maximum extent permitted by law:

•Neither Party shall be liable for indirect, incidental, special, or consequential damages.
•Xrovo's total cumulative liability shall not exceed the total fees paid by Customer in the twelve (12) months preceding the claim.

11.2

Nothing in this Agreement excludes liability for fraud or willful misconduct.

12. Indemnification

Customer shall indemnify and hold harmless Xrovo against claims arising from:

•Customer's violation of applicable laws
•Unlawful data collection practices
•Discriminatory or improper hiring decisions

13. Term and Termination

13.1

This Agreement shall remain in effect for the Subscription Term specified in the Order Form.

13.2

Either Party may terminate for material breach if such breach remains uncured for thirty (30) days after written notice.

13.3

Upon termination:

•Access to Services shall cease
•Customer Data shall be handled in accordance with the DPA or written instructions

14. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of India. Any disputes shall be subject to the exclusive jurisdiction of the courts located in Bangalore, Karnataka, unless otherwise agreed in writing.

15. General Provisions

15.1

Entire Agreement

This Agreement constitutes the entire agreement between the Parties.

15.2

Amendments

Any modification must be in writing and signed by authorized representatives.

15.3

Severability

If any provision is deemed invalid, remaining provisions remain enforceable.

15.4

Assignment

Customer may not assign this Agreement without prior written consent of Xrovo.

Execution

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

For Xrovo Private Limited

Name

Title

Signature

For Customer