Recruiter Terms and Conditions

i. to maintain a threshold of at least 10 active Talents, in his/ her Talent Recruiter Firm, completing the basic Talent Fee targets

ii. to maintain a threshold of 10 active Talents completing the basic Talent Fee targets, in its first three months (starting from the date of communicating the firm code to the Talent Recruiter), failing which it shall not be entitled to Talent Recruitment Firm share.

iii. If the Talent Recruiter fails to abide by the official requirements communicated to him/her by LT or found involved in cheating/ fraud/gross negligence, LT shall have the right to terminate the Agreement, cease his/her recruitment arrangement and shift the Talents employed by him/her to any other recruiter working for the LT.

iv. Talent Recruiter shall not be given a second warning for offenses like cheating or fraud and/or gross negligence and misconduct with Talent. If found guilty, Talent Recruiter shall be liable to pay by way of compensation US$ 150 for each offence and in severe cases termination of Agreement and cessation of the recruitment arrangement.

v. LT shall have the right to direct the Talent Recruiter to suspend, replace or terminate the services of any Talent of the Talent Recruiter on the basis of poor performance or for any reason whatsoever. LT shall have the right to retain the copies of the ID(s) of Talent(s) so terminated.

vi. perform the Services under this Agreement with due efficiency and bona fide and to the satisfaction of LT as and when required/requested and instructed by LT.

vii. to ensure that the Talent Recruiter and the Talent perform the Services requested by LT in accordance with LT’s directions and instructions and, to comply with the LT rules, policies, regulations and procedures as maybe determined by LT from time to time.

viii. Talent Recruiter and the Talent shall perform all of its obligations under this Agreement in a proper and professional manner in line with industry best practice as well as international best practice.

ix. to ensure that the provision of Services by the Talent Recruiter and the Talent t be rendered to LT do not violate federal, provincial and/or local laws, rules, regulations, notifications, directives, etc. applicable in Islamic Republic of Pakistan.

x. The Talent Recruiter hereby represents and warrants to LT that as at the Effective Date of this Agreement the Talent Recruiteris lawfully able to provide the Services to LT and has the necessary authority to enter into this Agreement.

1. Monitoring Activities of Talents

1.1. It shall be the responsibility of the Talent Recruiter to closely monitor the hourly activities of the Talent’s and make sure that no Talent is involved in any activity which violate federal, provincial and/or local laws, rules, regulations, notifications, directives, etc. applicable in Islamic Republic of Pakistan. The Talent Recruiter, unconditionally and irrevocably, represents and warrants that it shall solely be held responsible in this regard, and in no event LT, shall be held responsible if any Talent of the Talent Recruiter is involved in any such activity, and the Talent Recruiter shall indemnify and hold harmless LT against any and all claims, damages, costs, expenses etc. in this regard.

1.2. If, during the live stream by any Talent, LT notices anything which is detrimental to interests or brand image of Banolve Application, LT shall be entitled to intervene or notify the Talent Recruiter to take necessary measures.

1.3.The Talent Recruiter shall ensure that the contents developed, produced and published by the Talent do not violate any third-party intellectual property rights and the Talent Recruiter shall indemnify and hold harmless LT against any and all claims, damages, costs, expenses etc. in this regard.

2. Work Product

2.1. The Talent Recruiter and the Talent hereby acknowledge that the ownership, title, proprietary rights and interests in intellectual property rights of any Work Product created by Talent Recruiter and the Talend pursuant to this Agreement, reside in and shall remain exclusive property of LT and that the Talent Recruiter and the Talent shall not lay any claim over the Intellectual Property Rights in such Work Products during the pendency or after termination of this Agreement. Talent Recruiter and the Talent agrees that it shall acquire no right, title or interest in any Work Product produced by the Talent Recruiter and the Talent pursuant to this Agreement, nor shall the Talent Recruiter and the Talent take any action or commit any omission, which would jeopardize in any way the rights of LT created over the Work Products.

3. Relationship between the Parties

3.1. The Talent Recruiter is an independent contractor and assumes all rights, obligations and liabilities applicable to it as an independent contractor. Nothing herein implies or creates any agency relationship between the Parties. Talent Recruiter shall be solely responsible and agrees to indemnify and defend LT for payment of its Talent’s wages, compensation and remuneration, Talent Fees, benefits, and all taxes and national insurance or equivalent imposed on an employer with respect to such Talents, including those imposed under local withholding laws and shall ensure payment of all taxes and all payroll deductions required of an employer.

3.2. .All Talents shall be considered and shall be treated as common law employees or subcontractors of Talent Recruiter and not as employees of LT. As the employer, Talent Recruiter shall perform the employer responsibilities under all-applicable country and/or local laws and regulations. Under no circumstance will the Talent or any other employee or agents of Talent Recruiter receive coverage under LT’s employee benefit plans, and Talent Recruiter shall prohibit any employee or the Talents from making any representations to the contrary.

3.3. The relationship between the parties is only limited to the extent of using Bano live App in order to earn rewards by hiring Talents. There shall be no other relation between the parties and Talent Recruiter or his/her Talent(s), shall, in no case, be allowed to use the name of LT or DC Livee App or to do any act on behalf of LT.

3.4. Both parties agree that their relationship is only limited to the extent of Clause 8 and there shall be no relationship between them as a trading partner, business partner, principal, agent, representative, employer, employee, or any other relationship of the same or different kind.

3.5. The Talent Recruiter or his/her Talents are not entitled to open any office by using the name of LTo r DC Livee. In case of violation, LT reserves the right to penalize the Talent Recruiter, terminate this Agreement and initiate legal proceedings against him/her. Nothing in this Agreement shall be construed as a transfer of rights of license to the use any intellectual property rights of LT and/or DC Livee App.

4. Confidentiality

4.1. All such Confidential Information, whether written or oral, whether furnished before or after the date of agreement hereof, must be held by both parties in strictest confidence.

4.2. The Talent Recruiter must exercise best efforts to care and maintain the confidentiality of Confidential Information. Talent Recruiter shall not disclose Confidential Information to any person whatsoever, with the term “person” designating broadly any or all of the following, without limitation: governmental entities, corporations, partnerships, companies, entities, institutions, agencies, agents, or individuals, provided however, that the foregoing obligations regarding confidentiality shall not apply to any information that is or becomes generally available to or known by the public other than as a result of a disclosure made by Talent Recruiter.

4.3.Talent Recruiter shall not use any Confidential Information, at any time, in any way that would be detrimental to interests of LT or which may arise to usurping of profits or business opportunities from LT.

4.4. 9.4.Talent Recruiter shall not, without express authorization by LT, furnish to third parties, disclose or publish in any way any information or documentation related to the LT or DC Livee App.

5. Termination

5.1. LT is entitled to terminate this Agreement, without notice and without cause with immediate effect.

5.2. Either party may, by written notice to the other party, forthwith terminate this Agreement if the either party commits a material breach of the terms and conditions of this Agreement and which breach (in case of a remedial breach) shall not have been remedied within thirty (30) days of receipt of written notice from the other party, specifying the breach and requiring the same to be remedied. The Parties shall indemnify each other of any and all losses, including litigation charges, claims, encumbrances, etc., incurred due to such breach, violation or contravention. Any termination of this Agreement shall be without prejudice to any other rights or remedies available to the parties hereunder or under the law.

5.3. LT may terminate this Agreement, for any reason, by giving thirty (30) days prior written notice to the other, provided that the Services being performed at the time of the notice of termination of this Agreement shall continue at the LT’s discretion, for so long as Services are requested by LT. Talent Recruiters obligations pursuant to this section, shall survive the termination of this Agreement and the Talent Recruiter shall continue to comply with the terms and conditions of this Agreement with respect to the Services, until LT terminates all such Services.

5.4. Upon such termination, LT exclusive remedy shall be expressly limited to payment of any balance owed to Talent Recruiter for the Services delivered and completed in accordance with this Agreement and to the full and final satisfaction of LT up to the date of termination in accordance with this Agreement subject to the other payment provisions of this Agreement

5.5. At any time during the term of this Agreement, a Party may immediately terminate this Agreement if the other Party:

5.5.1. Voluntarily files a petition under bankruptcy or insolvency law,
5.5.2. Has been the subject of an involuntarily filed petition under bankruptcy or insolvency law, unless such petition is dismissed within thirty (30) days;
5.5.3. Has an order entered against it either appointing a receiver or trustee for, or issuing a levy or attachment against a substantial portion of its assets and this order is not vacated, set aside or stayed within thirty (30) days from date of entry.

6. Indemnification

6.1. The Talent Recruiter agrees to indemnify, hold harmless and defend LT and their respective affiliates, directors, officers, employees, agents and representatives from and against all liens, claims, demands, charges, suits, proceedings, causes of action of any type, in law or equity, liabilities, damages, penalties, assessments, losses and expenses, including but not limited to interest, reasonable attorneys' fees and costs of suit, and shall include, but not be limited to those caused by or arising out of or in connection with, or contributed to, in whole or in part, directly or indirectly by:

(1) Talent Recruiter failure to comply with the terms of this Agreement;

(2) any illegal, improper, wrongful activity committed by or involving the Talent of the Talent Recruiter;

(3) for personal injury, including death, and damage to real or tangible personal property arising out of or resulting from the Services provided under this Agreement to the extent that any such injuries or damages are caused by the negligence of or willful misconduct of Talent Recruiter or any of Talent’s employees, agents , or by anyone directly or indirectly employed by Talent Recruiter in the performance of the Services;

(4) any violations or alleged violations by, the Talent Recruiter or its Talent of any federal, provincial or local laws, orders, ordinances and/or regulations applicable;

(5) any payments or withholding of taxes, social security taxes, benefits (if applicable), unemployment and any and all other payroll deductions as may be required by law related to Talent Recruiter supply of personnel; and

(6) Talent Recruiter’s failure to fully comply with the laws related to employment eligibility.

7. Disclaimer of Liability

7.1. In no event shall LPL be liable for any indirect, incidental, consequential, special or punitive damages, or for loss of profits,revenue, opportunity or data, whether in an action in contract, TORT, Statue, Equity Or Otherwise, Even if Informed of their possibility.

8. Force Majeure

8.1. Neither Party shall make claim against the other Party or be deemed to be in breach of Agreement where such failure or omission is caused by Force Majeure.

8.2. Force Majeure shall include, but not be limited to Acts of God, war (declared or undeclared), insurrection, acts of terrorists, acts of governments or government bodies (including legislative bodies, courts and executive officers of agencies), riot, epidemic or any other similar matters beyond the control of or which could not have been reasonably foreseen and/or avoided by the Party affected

9. Resolution of Disputes

9.1. Amicable Settlement: In case of any dispute, controversy, difference or claim arising out of or in connection with this contract, including any question regarding its existence, validity, interpretation, performance, breach or termination, the parties shall meet for the purpose of endeavoring to resolve the dispute. The parties shall meet as often as they reasonably deem necessary and shall negotiate in good faith, with the effort to resolve the dispute without necessity of formal proceedings relating thereto, for a period of at least thirty (30) days.

9.2. Dispute Settlement: If, after the expiry of thirty (30) days, from the commencement of such informal negotiations between the parties, the dispute still persists, the matter shall be referred to and finally resolved by arbitration in accordance with the provisions of Arbitration Act, 1940. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Islamabad, Pakistan. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be the laws for the time being enforced in Pakistan, as applied to Agreements made and performed entirely within Pakistan.

9.3. The award shall be final and both the parties shall be bound by any award/decision rendered therein by the Arbitrator. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all decisions.

10. Interpretation and Alteration

10.1. All right of interpretation of this agreement are held exclusively by the LT and the interpretation by LT shall be held as a final decision.

10.2. LT shall have the right to alter any clause of this Agreement (including income percentage and reward policy) in accordance with business requirements.