Terms and Conditions

Effective as of December 20, 2018

1. Introduction

This website workpanda.io (the “Website”) is owned and operated by which is owned and operated by WorkPanda Corporation, 2055 Limestone Rd STE 200-C, Wilmington, Delaware 19808, United States of America ("we", "us" or "our"). References to "you", “User”, "your" and "yours" are references to the person(s) accessing the Website.

2. Collection

1. By accessing the Website or using any of the Services (defined below) provided by us, you agree to comply with these terms of use and our Privacy Policy (together, our "Legal Terms"). If you do not agree to our Legal Terms, do not access, view or otherwise use the Website or register as a User.
‍
2. You are responsible for your internet connection to access the Website.
‍
3. You may only use the Website and the Services (defined in clause 3.2 below) for lawful purposes. You must not use the Website or the Services:
1. in any way that is unlawful abusive, libelous, obscene, threatening or is otherwise prohibited by our Legal Terms
or the applicable laws;
2. to harm or attempt to harm minors in any way;
3. to send, knowingly receive, upload, download, use or re-use any material which is in breach of our Legal Terms
or the applicable laws; or
4. transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any
other form of similar solicitation ("Spam").
‍
4. While we will endeavor to ensure that the Website is available twenty-four (24) hours a day, access to the Website may be suspended temporarily and without notice including, without limitation, due to a system failure, maintenance, repair, force majeure event taking place or for reasons beyond our control. You agree that we shall not be liable if for any reason the Website is unavailable at any time or for any period.

5. We reserve all rights to deny or restrict your access to the Website, whether temporarily or permanently, at any time and without any liability, without ascribing any reasons whatsoever. We reserve the right to delete any accounts created on the Website at our sole discretion.

3. How We Work

1. The Website is built to operate as a platform and communication tool to facilitate potential employers (the “Employers”) in finding and recruiting individuals (the “Candidates”), including but not limited to, in the building, design and infrastructure (built environment), real estate, architecture, property and construction sectors. We typically provide the following services (the “Services”) through the Website strictly in accordance with our Legal Terms:
1. Services for Candidates: The Candidates may use the Website to:
1. create an account on the Website;
2. access career opportunities listed on the Website.
3. upload their data and/or video resume and create an online profile;
4. print a GS format resume;
5. communicate with any Employers who approach them through the Website. The Candidates will be restricted to the number of positions they can apply for in one (1) month at our sole discretion;
6. apply for, invited by an Employer and accept an employment opportunity (the “Employment Opportunity”) with any Employer through the Website; and/or
7. (g) obtain and use a range of paid services provided by us through our Careers Centre.

2. Services for Employers:
1. The Employers may use the Website to:
1. create a free account and then subscribe to any of our paid subscription packages (the “Employer Subscription
Packages”) and obtain access to our database of CVs of the Candidates, search functionality, application tracking
system and communication tools to contact the Candidates and to screen, shortlist, interview and finally offer
Employment Opportunities to suitable Candidates. We may provide some of the search functionality at our
discretion prior to the Employer subscribing for any Employer Subscription Package;
2. upload their requirements in relation to the job openings;
3. communicate with any of the Candidates to interview and offer Employment Opportunity through the Website;
4. make offers and employ any Candidates through the Website;
5. obtain and use our custom or traditional services (membership packages which may not be published by us on
the Website) at such additional terms and conditions as may be included in such custom services; and
6. Ascertain implementation services to allow you to access and use the Website and the Services on your
systems through the use of our application program interface.

2. Access to the Website and the Services may be granted by us to you on a free trial or free basis ("Trial") for a period of up to 15 days at our sole discretion. You hereby acknowledge and agree that during the Trial, you will comply with our Legal Terms.

3. The information relating to the Services may be uploaded by us or such other parties authorized by us either as part of these Legal Terms or through other arrangements entered into between us and such other parties.

4. The Employer shall ensure that any position it publishes through the Website contains sufficient information to allow the Candidates to make an informed decision as to applying for the position in question. The Employer warrants and represents that the information provided pursuant to this clause shall be correct, complete, accurate and up to date. In the event any such information is incorrect, incomplete, inaccurate or out of date, the Employer must immediately take all necessary steps to rectify such information.

5. Where the Employer makes use of the people search services offered on the Website, it will have the ability to contact the Candidate that have not already applied for a position. Where the Employer wishes to contact such Candidate, it shall only do so in respect of an existing and valid position on the Website and not as a general solicitation.

6. We do not act as your agents for the provision of the Services. We merely provide a location and software tools to Employers and Candidates to enable them to use the Services. Employers and Candidates are solely responsible for any issues arising from the use of location and software tools on the Services.
‍
7. No contractual obligations are created between the Employers and the Candidates by merely using the Website or the Services unless they enter into a separate agreement. Any agreements entered into between the Employers and the Candidates are not binding on us. We are not a party to these agreements and we shall not be liable to enforce such agreements. We shall not be liable for any costs or damages arising out of or related to transactions and agreements entered into between the Employers and the Candidates. No Candidate is obligated to accept any Employment Opportunity without exercising his/her own free will.

8. As we have no involvement in the employment relationship between the Candidates and the Employers, we will have no responsibility in relation to resolving any disputes between Candidates and/or Employers that may arise or relate to their use of the Website.

9. We will not trade with or provide any Services or customer support to The Office of Foreign Assets Control of the United States of America (“OFAC”) and sanctioned countries. Any Candidates and Employers accessing the Website from OFAC or sanctioned countries must leave the Website and must not use any of the Services.

10. We reserve the right to conduct any background check on the Employers and the Candidates in accordance with the applicable laws.

11. The Employers and Candidates are required to remain transparent in their communication and only provide correct information to each other.

12. Any travel expenses incurred by the Employers or Candidates in connection with the use of the Services through the Website shall be borne by Employers or the Candidates subject to their prior agreement.

13. The type of Employment Opportunity (permanent, part-time, contracting, internship, apprentice) shall be based on the listing provided by the Employer and we do not have any control over such Employment Opportunity.

14. We may integrate, to the extent permitted by applicable laws, social media sites, video interviewing tools and any other thirds party software services on the Website as part of the provision of the Services.

15. The Candidates hereby agree to comply with the following:
1. You must be at least 18 years old in order to access the Website. If you are under 18 years of age, your parent
or legal guardian must agree to our Legal terms on your behalf.
2. You will not communicate with any Employer directly or indirectly by any means other than through the
Website. The language for any communication through the Website shall be English.
3. You will provide us with accurate and truthful information (personal, academic etc.) as may be reasonably
requested by us or an Employer in connection with your profile.
4. If you are offered an employment by any Employer, such employment will be subject to such terms and
conditions as may be agreed between you and the Employer. We shall not be a party to such terms and
conditions. We shall also not be liable for any damage or detriment caused to you or the Employer as a result of
entering into any such employment relationship. We shall have no liability if any Employer fails to employ you after
making an offer of employment to you. You agree to indemnify and hold us harmless for any actions or liability
that may occur between you and the Employer.
5. You should seek independent legal advice if you have any questions about any offer you receive from any
Employer. You understand and agree that an offer made by an Employer may not be binding and may be merely
an intent to sign an employment agreement with further steps to be completed before a binding employment
relationship is entered into between you and the Employer in accordance with the applicable laws.
6. If you accept any offer for employment made to you by an Employer by any communication other than through
the Website, after you and the Employer having made the first contact through the Website, you shall be liable to
make payment to us of an amount that is equal to 15% of the Candidate’s first year gross salary immediately upon
receipt of a written demand from us.
7. During the application process, should both the Candidate and the Employer engage in a recruitment process,
they are free to contact each other. However, if they are not engaged in the recruitment process, they are not
allowed to exploit or misuse the Website or attempt to contact each other directly. If you fail to comply with these
terms, you shall be liable to make payment to us of an amount that is equal to 15% the Candidate’s first year gross
salary immediately upon receipt of a written demand from us.
8. You will need to opt-in for consideration on any employment opportunity which you may be eligible to apply for
and we may from time to time call or email you with details of employment opportunities which you might wish to
apply for.
9. We may match your requirements for employment opportunities with requests advertised on the Website and
notify you by call or email. Your requirements are defined by your online profile and/or CV.
10. he fee payable by you for any of our Services offered through the Careers Centre will be provided on the
Website. Our fee for such Services will be determined, published and changed by us from time to time at our sole
discretion and without any prior notice. You will be entitled to receive the Services offered as part of the package
at the time of your purchase.
11. We may offer you an option to purchase additional products and services that provide functionality that compliments the Services and are supplied by third parties (the “Third Party Services”).
12. We do not ourselves provide the Third Party Services and the contract for the sale of such products and
services is concluded directly between you and the applicable third patty providing the Third Party Services. We
are not agents, joint venture or partner of either you or the third parties providing the Third Party Services.
13. You will provide honest, correct, and up-to-date information about yourself, about your work experience,
education, skills, qualifications, and any other details that may be requested by us or any of the Employers.

16. The Employers hereby agree to comply with the following:
1. You must ensure compliance with the applicable laws, rules and regulations in your jurisdiction in connection
with any Employment Opportunity posted on the Website.
2. You will not communicate with any Candidate directly or indirectly by any means other than through the
Website. The language for any communication through the Website shall be English.
3. When posting an Employment Opportunity on the Website, you will provide the following details:
1. number of vacancies, role, discipline, sector, specialism, location, type of position (full time or part time), job
description and Vacancy closing date;
2. brief description of the relevant Employment Opportunity.
3. type of work the Candidate will be required to do.
4. location at which the Candidate will be required to work.
5. experience, training, qualifications and any authorization which you require from the Candidates, under the
applicable laws or by a professional body.
6. any expenses or other benefits payable by or to the Candidate.
7. key terms of the Employment Opportunity, if applicable, such as salary and length of notice of termination. 4. If you or any of your group companies or affiliates make an offer for employment to a Candidate through any
communication other than the Website, after you and the Candidate having made the first contact through the
Website, you shall be liable to make payment to us of an amount that is equal to 15% of the Candidate’s first year
gross salary immediately upon receipt of a written demand from us.
5. The fee payable by you for the Employer Subscription Packages will be provided on the Website. The Employer
Subscription Packages may change from time to time at our sole discretion. You will be entitled to receive the
Services offered as part of the Employer Subscription Packages at the time of your purchase.
6. The nature of your relationship with the Candidate will be governed exclusively by any agreement between you
and the relevant Candidate and such relationship is entirely separate from the Services provided by us to you.
7. You hereby warrant that we will not have any responsibility or liability in relation to the terms of employment
with any Candidate. You agree to indemnify and hold us harmless for any action or liability that may occur
between you and the Candidates.
8. If you have any questions about the legal rights and obligations involved in an employment relationship with a
Candidate, you should seek independent legal advice.
9. Any contact or personal information regarding any Candidate received by an Employer must only be used in
compliance with our Legal Terms and the applicable laws and for no purpose other than to consider the
Candidate for a potential offer for employment.
10. The number of features available in an Employer Subscription Package shall expire at the end of the period
specified in the relevant Employer Subscription Packages. The features unlock the detailed profile, contact details
and CVs of the Candidates. The relevant Employer Subscription Packages may be upgraded if permitted in the
specific terms and conditions applicable to the Employer Subscription Packages.
11. The features are automatically added to your account each month until the expiry date. You will not be
permitted to employ any Candidates if the allocated number of features for the relevant month in your Employer
Subscription Package have already been consumed. If you wish to benefit from any Employee Subscription
Package which is higher or provides additional features or Services from your existing Employee Subscription
Package, you will be able to change your subscription at the end of your current Employee Subscription Package.
12. During the application process, should both the Candidate and the Employer engage in a recruitment process,
they are free to contact each other. However, if they are not engaged in the recruitment process, they are not
allowed to exploit or misuse the Website or attempt to contact each other directly. If you fail to comply with these
terms, you shall be liable to make payment to us of an amount that is equal to 15% of the Candidate’s first year
gross salary immediately upon receipt of a written demand from us.
13. If you fail to make timely payment of the relevant fee under the Employer Subscription Package, the benefits
under relevant Employer Subscription Package shall be suspended by us and you will not be entitled to continue
to use such Employer Subscription Package until the outstanding payment has been received by us. This will also
result in your transactions becoming void and loss of the Candidates in your pipeline.
14. We may permit you to create multiple accounts on the Website with individual login details and manage
recruitment pipeline. In such cases, there will be one (1) main ‘admin’ account. You may permit multiple users to
access, use and/or operate the accounts and Services on your behalf, provided that you will be fully responsible
for your employees’ compliance with our Legal Terms and any breach of our Legal terms by your employees shall
be deemed to be a breach by you.
15. You warrant that all information you provide to us about yourself or your organization is full, accurate and
current. The Website contains details of all information required from you in order to activate your account and
provide the Services to you.

4. Registration

1. You may access material on the Website without registering with us first. However, we may restrict your access to certain areas including access to the Services and you may need to register on the Website to access them.

2. Your registration information must be accurate and complete and you must notify us of any change to that information, in particular to your personal details, including but not limited to, name and e-mail address. Any registration request may be rejected by us at our sole discretion without any reasons.

3. You warrant that you will not impersonate anyone else when registering for, or using, the Website or the Services.

4. You must not allow anyone else to access any Website by using your user.

5. Name and password ("ID").

6. You are liable to us for all Website access made by you or anyone else using your ID and we will not be liable to you or anyone else for unauthorized use of your ID.

7. To qualify for the registration, you must not have been terminated by us as a User previously.

8. By registering with the Website and creating your profile, you can access different Services that are offered by us without having to register for each service separately. If a Service you wish to subscribe to has additional terms and conditions, you will be asked to accept these separately.

9. You agree that:
1. you will keep your username and password safe, and not share them with anyone; and
2. you will not create multiple or false accounts.

10. You must not use the Website to send chain emails or Spam or to send, use or re-use any material which:
1. infringes copyright or any other legal right; or
2. is unlawful, threatening, abusive, libelous or indecent;
3. contains any other form of illegal content.

11. To qualify for the registration, you must not have been terminated by us as a User previously.

12. To qualify for the registration, you must not have been terminated by us as a User previously.

5. Communication Guidelines

1. We reserve the right to access and review any of your communication on the Website, where permitted by the applicable laws, to ensure compliance with the relevant laws and appropriate online behavior. We reserve the right to directly access your account to make changes/help resolve any issues, subject to obtaining your prior approval either verbally or in writing.

2. You must not communicate or respond to any posts on the Website for any purpose other than to use any of the Services. We do not allow anyone to use the Website for any marketing or promotional purposes (unless otherwise agreed in writing), or communications of any type soliciting business from our direct or indirect competitors.

3. You are required to communicate in a professional and respectful manner. The following activities are strictly prohibited on the Website and may result in review of your account, action and temporary or permanent suspension or termination of your account:
1. Use of any abusive or offensive language.
2. Any discussions of political, discriminative, threatening, sexual or of religious nature.
3. Any other inappropriate behavior which violates our Legal Terms.

4. The communications between the parties should be responded to promptly and without any unreasonable delay. We reserve the right to send a notice to the non-complying parties using their email addresses registered with us to facilitate the communication.

6. Information and Instructions

1. We provide Services only on the basis that you give us all proper and necessary instructions, information and authority to enable us to undertake lawfully and effectively deliver the Service ordered. Our Services are provided solely to you and shall not be used or relied upon by any third party. We are not a partner, owner, member, operator, director, and have no ownership interest whatsoever in any Employer and/or Candidate. By agreeing to our Legal Terms, there shall be no joint venture between us and any of the User(s) of the Website.

2. You hereby warrant that all information you provide to us about yourself or your organization in connection with the delivery of the Services shall be full, accurate and up-to-date.

3. We may, at our sole discretion, collect feedback in relation to your performance and to post samples of positive feedback about you on the Website. This feedback may be seen by any visitor of the Website. You agree that you will not take any actions to undermine the integrity of our feedback system.

7. Services provided through Careers Centre

1. The Services provided through Careers Centre are provided based on the scope of work specified in the relevant Service package. The Candidates are given ten (10) business days to review the documents (where applicable) delivered as part of the Services. Should there any be in human error or any factual incorrectness we shall correct any material deficiencies and provide the Candidates with a revised deliverable as soon as practicable however, unless otherwise agreed in writing, no later than thirty (30) days after receipt of written notice of deficiencies from the relevant Candidate.

2. We do not provide any warranties that any Services provided through our Careers Centre will in any way guarantee your employment with any Employer.

8. Payments

1. We use a secure third party payment gateway for processing the payments on the Website. We accept Visa and Mastercard for payments through the Website

2. All payments on the Website are accepted in USD ($) currency only.

3. Where we provide any custom or traditional Services, we will issue invoices to you and you will be under an obligation to make payment for such invoices within thirty (30) days of the date of each invoice.

4. The payments may be required to be made on a one-time, monthly or yearly basis depending upon the Service purchased by you. The cardholders must retain copies of their transactions. We will send a confirmation of successful payment by email (to the email address provided to us). We will provide invoices against all payments made in connection with the provision of the Services.

5. If we accept any payments through a bank transfer, such payments shall be required to be deposited into our bank account in the United Arab Emirates. For custom or traditional Services or in certain other situations, we may only accept payments through bank transfers.

9. Cancellation Policy

This Cancellation Policy applies to the Services (as defined in our Terms of Use) provided by Graduate Surveyors FZE, a free zone establishment with license no. 47001046 duly incorporated in Ras Al Khaimah Economic Zone, Ras Al Khaimah, United Arab Emirates ("we", "us" or "our"). References to "you", “User”, "your" and "yours" are references to the person(s) receiving the Services.

1. The Employers (as defined in our Terms of Use) may terminate the provision of the Services at any time by cancelling their subscription on the Website by requesting a cancellation form via Advice@WorkPanda.io

2. We do not provide any refunds for any cancellations by the Employers under any circumstances.

3. We may terminate the Services at any time, without providing notice to the Employer.

4. We shall be entitled to suspend and/or terminate the Employers access and use of the Website and/or all or part of the Services:
1. if we believe that any applicable law has rendered any part of the Services unlawful;
2. if we have reason to believe that you have breached any of the provisions of our Terms of Use or a Privacy Policy; or
3. or any reason at our discretion.

5. Upon termination of the Services:
1. the Employer may no longer access or use the Services and the Website; and
2. we reserve the right to ban you and any of your affiliated organisations attempting to use the Website or the
Services.

6. In the event of termination by us that is not due to any of your breach by of our Terms of Use or Privacy Policy, we shall refund to you all fees paid in advance for Services that have not been delivered by us up to the date of termination.

7. All agreed refunds will be issued to the Employer’s primary bank account within 30 working days from the date of initiating the refund with the bank.

8. For any Services purchased by the Candidates, no cancellation is permitted. A refund will only be provided only if we are not able to fulfil the Service. We will inform the Candidate and a refund will be provided within 30 working days.

9. The amount to be refunded should be deposited into our account and reflect accurately before any refund(s) can be initiated by us.

10. We may request at any given time proof of payment before processing any refunds.

11. When cancelling/refunding payments, we can only seek confirmation from the account holder. Should the responsibility be delegated by you to another person, then the primary account holder should notify us in writing. We may require you to provide proof of identity of the person delegated by you.

12. If for any reason the Candidate does not avail the Services or otherwise fails to take necessary actions in order for us to deliver the Services, we reserve the right not to issue any refund for such failure to avail the Services or lack of action from the Candidate.

13. Any monies which are paid twice (concurrently), by human error will be refunded. Any or all costs associated to the refund will be borne by you.

10. Your Use of Content and Website Links

1. All content and material on the Website other than User-Generated Content ("Our Content") belongs either to us or our licensors and is protected by world-wide copyright laws.

2. Unless expressly stated otherwise, you may:
1. redistribute any of Our Content (for example by using it as part of any library, archive or similar service);
2. remove any copyright or trade mark notice from Our Content; or
3. create any database by downloading and storing any of Our Content.

3. You shall not create any link from or to any Website without our prior written consent.

4. Content from a third party provider available on or through the Website may not be duplicated, distributed, published, transferred, transmitted, copied, altered, sold, used to create derivative works or otherwise misused.

5. You agree that any rights not expressly granted in our Legal Terms are reserved.

6. If you breach any of the provisions in our Legal Terms, your permission to use the Website and your license to use Our Content automatically terminates and you must immediately delete or destroy any downloaded or printed extracts of Our Content from the Website.

11. Uploading on the Website

1. You must comply with the content standards set out in our acceptable use policy when uploading any material to the Website. You will indemnify us against any uploading any material to the Website that is carried out in breach of this clause.

2. The materials uploaded by you on the Website will be treated as non-confidential and non-proprietary. We shall have the right to use, copy, distribute and disclose those materials to third parties any such material for any purpose.

3. We reserve the right to remove any materials posted by you to the Website without any prior notice to you if we determine in our sole opinion that such materials do not comply with our acceptable use policy.

4. We reserve the right to disclose your personal identity to any third party who claims that any material posted or uploaded by you to the Website is a violation of their right to privacy or intellectual property rights.

5. We shall not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of the Website.

12. Forums and Posting Content on the Website

1. The Website may include chat rooms, bulletin boards, discussion groups and other public areas that allow you to interact with other Users ("Forums") and to post/transmit/upload ("Post") your content to the Website ("User-Generated Content").

2. Where we do provide a Forum, we will provide clear information to you about the nature of the service being offered and we reserve the right in our absolute discretion to cease providing it without notice and liability to you.

3. Forums may also contain User-Generated Content from us, the businesses or special guests selected by us. The opinions of the information publishers and special guests are their own and are not necessarily endorsed by us. You must not consider them to be professional advisers and must not rely on any comments they make.

4. You must be registered as a User (unless otherwise stated) in order to become an information publisher and Post your User-Generated Content, the content of which is your sole responsibility.

5. By Posting User-Generated Content, you warrant that:
1. you will comply with any additional rules posted by us on a Forum;
2. you own or are the licensee of the User-Generated Content you Post and have the right, power and authority
to grant the rights set out in these terms of use to us;
3. we are entitled to use your User-Generated Content in accordance with our Legal Terms; in particular, that we
may lawfully permit other Users to view your User-Generated Content, without any payment (including any
royalty payment to you or anyone else);
4. you have obtained all consents and releases from all people who are identifiable in your User-Generated
Content;
5. if a fact is stated, it is accurate or, if an opinion is stated, it is genuinely held;
6. it is not confidential, does not infringe the intellectual property, privacy or any other legal right of anyone else
and does not contain anything which is unlawful, abusive, libelous, defamatory, obscene, indecent, harassing or
threatening;
7. you own its copyright or have the necessary permissions and rights to use it;
8. it is not discriminatory and does not promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation or age;
9. it does not solicit personal information from any Users;
10. it does not violate any applicable law;
11. it does not contain a virus or other harmful component or computer programming routine, software, file or
code designed to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data
or personal information;
12. it does not interrupt, destroy or limit the functionality of any Website or any computer software or equipment;
13. it does not disguise the origin of any User-Generated Content or impersonate any person or entity or
misrepresent any affiliation with any person or entity or collect or store other Users' personal data;
14. it does not, nor is it likely to, harass, upset, embarrass, alarm or annoy anyone else; and
15. it does not give the impression that it emanates from anyone else (including us) if that is not the case.

6. You warrant that you will not:
1. post, link to or otherwise publish commercial material or material (other than the activities permitted by the
Website) that promotes any commercial activity or contains recommendations to buy or refrain from buying a
particular service or which contains another party’s confidential information or which otherwise would have the
purpose of affecting the price or value of any services; or
2. post or otherwise publish any User-Generated Content that is unrelated to a Forum or the Forum's topic.

7. By Posting your User-Generated Content you hereby grant a perpetual, royalty-free, worldwide, exclusive license to us to use, reproduce, modify, translate, make available, distribute and publish it on the Website and to sub-license any other persons to do so, in each case for such purposes as we may in our sole discretion determine (which can be terminated by your removal of your User-Generated Content from the Website and your email to us at our ‘Contact’ page giving full details of your User-Generated Content that you wish to be removed, and we will endeavor to remove it from the Website within 28 days), you waive all moral rights you may have in it and you warrant that you have obtained a waiver of all others’ applicable moral rights.

8. By submitting your User-Generated Content to the Website, you indemnify us from all claims, costs, liabilities and expenses (including legal expenses) suffered by us because any of your Posted User-Generated Content is in breach of our Legal Terms.

9. You agree that we may disclose your identity to any third party who claims that User-Generated Content you have Posted to a Website violates its intellectual property rights or any other legal right.

10. You acknowledge that:
1. Forums contain User-Generated Content submitted by users over whom we have no control;
2. it is not possible for us to fully and effectively moderate, oversee or monitor the Forums; in particular, to
monitor whether any User-Generated Content infringes the copyright or any other legal right of a third party;
3. we are under no obligation to oversee, monitor or moderate any Forum and cannot therefore guarantee the
accuracy, integrity or quality of any particular User-Generated Content;
4. we do not endorse any User-Generated Content which is not reflective of our views;
5. some Users may breach these terms of use and post User-Generated Content that is misleading, untrue or
offensive;
6. you accept all risk associated with your use of the Forums and do not rely on User-Generated Content in
making (or refraining from making) any decision; and
7. we are not liable to you in respect of any User-Generated Content you view on the Website.

11. We do not control or monitor all User-Generated Content posted to Forums by Users but we reserve the right to do this (whether by human moderation or technical methods) or to delete, move or edit any of your User-Generated Content without notice to you.

12. We are not liable to you in respect of any User-Generated Content you view on the Website.

13. Reporting Offensive or Illegal Content

1. While we do not control all the User-Generated Content posted to Forums by Users, we do not wish to see harmful, offensive or illegal content on our Website. If you have any concerns about any Content or User-Generated Content that appears on any Website or you believe that such Content or User-Generated Content is harmful, offensive or infringes your rights (such as your intellectual property rights), please contact us via Advice@WorkPanda.io with the following information in sufficient detail:
1. the location of the harmful/infringing/offensive content;
2. a brief description of why you consider the content to be harmful, offensive or infringing and a statement
confirming that you have a reasonable and honestly held belief that use of the content is not authorized;
3. a brief description of, and information related to, the copyright work which you believe is infringed (if
applicable); and
4. your contact details.

2. We will remove any of Our Content and User-Generated Content if we reasonably believe it to be in breach of our Legal Terms without prior notice to you.

14. Suspension and Termination

1. We will determine in our sole discretion whether there has been a breach of our Legal Terms through your use of the Website and may take such action as we deem appropriate.

2. Failure to comply with our Legal Terms or use the Website in good faith (which shall be solely determined by us) by you may result in our taking any or all of the following actions:
1. immediate, temporary or permanent termination of your account and withdrawal of your right to use the
Website (including our Forums);
2. immediate, temporary or permanent removal of any of your User-Generated Content Posted to the Website;
3. issue of a warning to you;
4. legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited
to, reasonable administrative and legal costs) resulting from the breach;
5. further legal action against you;
6. disclosure of such information to law enforcement authorities as we reasonably believe to be necessary; and/or
7. any other action we reasonably consider to be appropriate.

3. Any duplicate accounts or accounts that remain inactive for a period of more than one (1) year will be automatically deleted at our sole discretion.

15. Viruses, Hacking and Other Offenses

1. You must not:
1. misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
2. attempt to gain un-authorized access to the Website, the server on which any Website is stored or any server, computer or database connected to the Website; or
3. attack any Website via a denial-of-service attack or a distributed denial-of-service attack.

2. Any breach of this clause 15 immediately ends your right to access this Website and is a criminal offence which we will report to the relevant law enforcement authorities and co-operate with them by disclosing your identity in accordance with the applicable laws.

3. We will not be liable to you for any loss or damage caused by a distributed denial-of-service attack, virus or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your access to any Website or to your downloading of any material that is Posted on any of them, or on the Website linked to them.

16. Third Party Websites

1. The Website may contain links to other Websites or websites provided by independent third parties ("Third Party Website"), either directly or through frames. Where possible, we will make clear such links are being made, although Third Party Website may be co-branded with us and so include our trademarks. We are not responsible for the availability or content of Third Party Website and will not be a party to, or in any way responsible for, any transaction concerning goods or services available from such Third Party Website. In particular, if you use links from the Website to an authorized connected Website which is not operated by us to download software or any other material, file, image or data from the Third Party Site, you acknowledge and agree that we have no responsibility or liability in connection with it.

2. We are not responsible for the accuracy, timeliness or the continued availability or the existence of content, hyperlinks, or third party Website or pages linked to the Website. If any hyperlinks to downloadable software Website is included on the Website, these are for convenience only and we are not responsible or liable for any difficulties or consequences associated with downloading the software. Use of any downloaded software is governed by the terms of the license agreement, if any, which accompanies or is provided with the software.

3. We make no representations or warranties regarding the accuracy, functionality or performance of any third party software that may be used in connection with the Website.

17. Advertising and Sponsorship

1. Part of the Website may contain advertising and sponsorship by any third parties. Additional terms and conditions may apply to such advertising and sponsorship by any third parties. Any advertisers and sponsors are responsible for ensuring that material submitted for inclusion on it complies with applicable laws. We are not responsible to you for any error or inaccuracy in their advertising material.

2. If you are using the Website for advertising or sponsorship, you give us a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to:
(i) display, publicly perform, distribute, store, broadcast, transmit and reproduce your logo(s), trademarks and
other trade names through the Website; and
(ii) display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works
and otherwise use and reuse all or any part of the content provided by you and anything we may make with
the content through the Website. We are not required to host, display, or distribute any of the content provided
by you and we may refuse to accept or transmit such content, and may remove or delete all or any portion of the
content from the Website at our sole discretion without any liability to you. By submitting any advertising, you
hereby represent and warrant that you own all rights to give us the license described above. You represent and
warrant that your advertising and sponsorship will not infringe on the intellectual property rights, privacy rights,
publicity rights, or other legal rights of any third party.

3. You understand that when using the Website, you will be exposed to content from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content, and that such content is not our responsibility. 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 us with respect thereto. You agree to indemnify and hold us harmless to the fullest extent allowed by law regarding all matters related to your use of the Website.

18. No Offer

1. Information or opinions provided by us or through a third party on the Website does not constitute an offer to sell or solicit an offer to buy any goods or services.

19. Changes to the Legal Terms

1. We may make changes to any Website or the Legal Terms from time to time without notice. You should review the Legal Terms of use regularly to ensure that you are aware of any changes we make. By continuing to use the Website, you are agreeing now to be bound by future changes.

20. Disclaimers

1. The content of the website is distributed to you without any warranty of any kind. we and any provider of third party content or their respective agents disclaim any and all warranties, either express or implied, including without limitation, warranties of title or implied warranties of fitness for a particular purpose, with respect to the website and our content.

2. Information on the website is provided on an "as is", "as available" basis and to the fullest extent permitted by law we and any provider of third party content or their respective agents do not give or make any warranty or representation of any kind, whether express or implied in respect of such information whether in respect of the website. you expressly agree that the entire risk as to the quality and performance of the services and the accuracy or completeness of our content is assumed solely by you.

3. You will use the services offered on the website at your own risk and we do not accept any responsibility for any losses that you may suffer as a result of the use of the services provided by us or any third party.

4. We and any provider of third party content or their respective agents:
1. make no express or implied condition, warranty, representation or undertaking as to the accuracy, adequacy,
completeness, reliability or timeliness of our content and the information, material, services or the error-free use
of the website. our content and the information, material, services outlined in the website may be out of date, and
we make no commitment to update such content. you acknowledge that any reliance upon such content shall be
at your sole risk; and
2. do not represent or warrant that the website will be available or that it will meet your requirements, that access
will be uninterrupted, that there will be no delays, failures, errors or omissions or loss of transmitted information,
that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur
to your computer system. you have sole responsibility for adequate protection and back up of data and/or
equipment and for undertaking reasonable and appropriate precautions to scan for computer viruses or other
destructive properties.

21. Limitation of Liability

1. Our Content and any User-Generated Content is for your general information and use only and is not intended to address your particular requirements. While we aim to update the Website regularly, any of Our Content or User-Generated Content may be out of date and we assume no responsibility for updating it. In particular, Our Content and any User-Generated Content does not constitute any form of advice, recommendation or arrangement to you by us and is not intended to be relied upon by you in making (or not making) any particular decision.

2. We have no liability to you because of:
1. any arrangement or agreement made between the Employers and Candidates, which was made at their sole
risk and responsibility; and
2. any Candidate joining an Employer and resigning from his/her position to join another Employer through the
Website in breach of the terms of employment with the first Employer; and
3. any reliance you placed on Our Content or User-Generated Content.

3. Because of the number of sources from which we obtain Our Content and User-Generated Content and the nature of electronic distribution via the internet, we do not give any warranties in respect of the Website or the Services. In particular, the Services are provided on an "as is" basis. We disclaim all warranties, conditions or duties of every nature whatsoever (except any duties of good faith), including without limitation, any implied warranties of merchantability, of fitness for a particular purpose, any express or statutory warranties, and any warranties or duties regarding accuracy or timeliness. In addition, we do not warrant that the Services are free from infection by viruses or anything else that has contaminating or destructive properties.

4. To the fullest extent allowed by applicable law, you agree that we will not be liable to you and/or any third party for any consequential or incidental damages, including loss of business, income or revenue, lost profits or contracts, loss of data, privacy or goodwill, reputation, expectation, opportunity, loss arising out of or in connection with wasted management or office time, failure to meet any duty including but not limited to any duty of good faith or any indirect, special, or punitive damages whatsoever that arise out of or in connection with the use of the Website or the Services or any breach of our Legal Terms by us, even if we have been advised of the possibility of such damages.

5. Notwithstanding the provisions of this part, our liabilities will not be limited to any that cannot be excluded or limited by law.

6. You agree to fully indemnify, defend and hold us and our affiliates, and their respective officers, directors, owners, agents, information providers and copyright owners from and against any and all claims, losses, costs and expenses (including attorneys’ fees) incurred by any such party in connection with any claim arising from your use of or connection to the Website, or from any breach by you of these Legal Terms.

7. We will not be liable for any direct, indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), claims of death or personal injury, costs, expenses or other claims for consequential compensation whatsoever (and howsoever) caused, including slander or personal offence which arise out of use or in connection with the Website.

22. Written Communication

1. We may be required to send certain information or communications to you in writing to comply with the relevant laws. Your communication with us will be by email and you agree that such communication will comply with the applicable legal requirements.

2. You must send us all your notices by email to Advice@WorkPanda.io, delivery of which shall be deemed on completion of 24 hours after an email has been sent.

23. Intellectual Property Rights

1. We are either the owners or the licensees of the entire intellectual property rights in the Website and in the materials that form part of the Website, except for such materials that are contributed to the Website by the users. We reserve all rights in and to such intellectual property rights and the Website. You hereby agree and undertake to not engage in the use, copying, or distributing any content contained within the Website or through the Services unless we have given you express written permission to do so.

2. You will not modify, translate, create or attempt to create derivative copies of or copy of the Website or any software used on the Website in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Website or any software used on the Website to source code form; (iii) distribute, sub-license, assign, share, timeshare, sell, rent, lease, transmit, grant a security interest in or otherwise transfer the Website or any software used on the Website.

3. You warrant that you have the right or license to use the intellectual property rights in the information and data provided by you on the Website.

4. You hereby grant us a perpetual, sub-licensable, worldwide, royalty-free license to publish and make available on the Website your information, job openings and all other information and material provided by you in connection with the provision of the Services.

5. You hereby agree to indemnify us against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of any infringement of any intellectual property right by the use or possession of the your information, job openings, and all other information and material provided by you to us.

24. Additional Communication

1. From time to time, we may offer any new or additional Services through the Website. Your use of such services shall be subject to our Legal Terms as well as any additional terms and conditions which you will comply with.

25. News by Email

1. We may give you the option to subscribe to any e-mail news service so that your use of any information received in this manner will be subject to our Legal Terms.

26. Privacy Policy

1. The personal information that you provide to us will only be used by us in accordance with our Privacy Policy. Our Privacy Policy does not apply to Third Party Website.

2. Our Privacy Policy is hereby incorporated into these Legal Terms as though fully set forth herein. By agreeing to these Legal Terms you also give your consent to the way we handle your personal information under that Privacy Policy.

27. General

1. You may not assign, sub-license or otherwise transfer any of the rights under our Legal Terms.

2. If any term is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions, which shall remain in full force and effect.

3. Failure by either us or you to exercise any right or remedy under our Legal Terms does not constitute a waiver of that right or remedy.

4. Headings in our Legal Terms are for convenience only and have no legal effect.

28. Law and Jurisdiction

1. Our Legal Terms are governed by, and construed in accordance with, the laws of the United States applicable in Delaware. The parties will make efforts to resolve their dispute by amicable means within a period of sixty (60) days from the date of receipt of a notice of dispute. If the parties fail to resolve the dispute by amicable means within such sixty (60) days period, any dispute arising out of the formation, performance, interpretation, nullification, termination or invalidation of our Legal Terms or arising therefrom or related thereto in any manner whatsoever, shall be settled by arbitration in accordance with the provisions set forth under the Rules of Commercial Conciliation and Arbitration (the “Rules”) of the Dubai Chamber of Commerce & Industry, by one or more arbitrators appointed in compliance with the Rules.

29. Entire Agreement

1. Our Legal Terms represent the entire understanding and agreement between us and you concerning your use of the Website and provision of the Services. Any and all previous courses of dealing, written or oral understandings, discussions, representations, correspondence and communications between us and you relating to the matters covered by these Legal Terms are hereby superseded. You agree that you have not relied upon, and will have no remedy in respect of, any warranty, statement, representation or understanding made by us or any other party unless it is expressly set out in our Legal Terms.

30. Force Majeure

1. You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war (declared or undeclared), insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event of any nature beyond our control.

31. Assignment

1. You shall not sell, transfer, or assign your rights and/or obligations under our Legal Terms to any other party without our prior written consent. You agree that we may assign our rights and/or obligations under our Legal Terms to any other party at our sole discretion.

32. Contact Us

1. Any queries or comments about the Website or these Legal Terms should be directed via email to Advice@WorkPanda.io.