This Agreement is entered into by and between the parties defined below and is legally binding upon signing by the Applicant via Aadhaar eSign.

1. Parties to this Agreement are:

● Intermediary: Proactibutors Consulting Services Pvt Ltd, a company which owns and operates the brands ‘Return40’ and ‘MillionCEOs by Return40’.
● Applicant: Individual that prepares a Business Plan for the sole purpose of proving their skills and talent with the Intermediary’s support and signs this agreement by affixing his or her Aadhaar eSign.
● Investors: Any entity or any individual that reviews the Business Plan prepared by the Applicant with the support of the Intermediary either with an intention to recruit the Applicant in the present or in the future in the business that is proposed by the Applicant by investing to start the business with the support of the Intermediary.

2. Definitions

2.1 “Business Plan” means all written materials, presentations, financial models, videos, and any related documents or information that Applicant submits to the Intermediary in order to prove their skills and talent for the purpose of getting recruited by Investors. For the avoidance of doubt, this definition excludes verbal communications.
2.2 “Permitted Information” means only that information and insights that Applicant: (a) is free to disclose without violating any legal or contractual obligation to any third party; and (b) would be permitted to share in the context of a customary recruitment interview.
2.3 “Portal” means the website, mobile app and the entire IT infrastructure used by the Intermediary to enable the Applicant to submit the Business Plan.

3. Representations and Warranties of Applicant

Applicant represents and warrants to the Intermediary and to the Investors that:

3.1 No Conflict: The submission of the Business Plan to the Intermediary and its subsequent sharing with Investors does not and will not violate any non-disclosure, non-compete, non-solicitation, confidentiality, invention assignment, or any other agreement between Applicant and any third party (including any current or former employer).
3.2 No Wrong Actions: The Applicant agrees that no action that can be considered as morally or legally wrong will be committed in any matters that directly or indirectly affect the Intermediary and Investors.

4. Covenants of Applicant

Applicant covenants to the Intermediary and to the Investors that:

4.1 Scope of Disclosure: Applicant will incorporate into the Business Plan only that information that is Permitted Information.
4.2 Data Consent: By signing this agreement, Applicant gives explicit consent to the Intermediary for sharing their profile information, resume, written communication and Business Plan with Investors and with companies within the Intermediary’s network for the purpose of providing job opportunity proposed by the Applicant as well as job opportunities that Intermediary, Investors and Companies within the Intermediary’s network seem suitable for the Applicant.

5. Indemnification

5.1 Applicant Indemnity: Applicant shall defend, indemnify, and hold harmless the Intermediary and the Investors, and their respective officers, directors, employees, agents, and affiliates (each, an “Indemnitee”), from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) any breach of Applicant’s representations, warranties, or covenants under these terms; (b) any claim by Applicant’s current or former employer or any other third party that the Business Plan misappropriates trade secrets, infringes intellectual property rights, or otherwise violates any duty or agreement owed to such third party; or (c) any competition between Applicant’s proposed business and Applicant’s current or former employer that is alleged to have arisen from a breach of duty by Applicant. Applicant agrees to notify the Intermediary in writing immediately upon becoming aware of any actual or potential claim from a third party that could give rise to an indemnification obligation under this clause.
5.2 Beneficiaries: Applicant expressly acknowledges and agrees that the Investors, Intermediary, Company created to hire the Applicant in future and any other Company in Intermediary’s network that hires the Applicant are intended beneficiaries of the representations, warranties, and indemnification obligations of Applicant under this agreement and are entitled to enforce such provisions directly against the Applicant.

6. Intellectual Property Rights

6.1 Applicant’s Warranty of Ownership: Applicant represents and warrants that they are the sole author and owner of all intellectual property rights, including but not limited to copyright and trade secrets, in the Business Plan, and that the Business Plan does not infringe upon the intellectual property rights of any third party.
6.2 Grant of Limited License: Applicant hereby grants to the Intermediary a limited, non-exclusive, royalty-free, worldwide license to store, reproduce, and transmit the Business Plan to Investors and companies within the Intermediary’s network solely for the purpose of evaluation for potential recruitment as contemplated by this Agreement.
6.3 No Transfer of Ownership: For the avoidance of doubt, this Agreement does not transfer or assign any of the Applicant’s intellectual property rights in the Business Plan to the Intermediary or any Investor. All ownership rights are retained by the Applicant.

7. Limitation and Disclaimer of Liability

7.1 To the maximum extent permitted by applicable law, the Intermediary and Investors disclaim all warranties, whether express, implied, statutory, or otherwise, with respect to the Applicant’s use of Intermediary’s portal and services, and any verbal or written indications which might be interpreted as a guarantee of future investment and future recruitment.
7.2 The Intermediary and Investors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of income of the Applicant, or profits or revenues of a Third Party, arising out of Applicant’s Submission of Business Plan, Applicant’s use of the Portal or Intermediary and Investors’ review of the Business Plan.
7.3 Liability Cap: In no event shall the Intermediary’s total aggregate liability towards all Applicants on the Portal and all claims for direct damages arising out of or related to this Agreement, including damages due to cyberattack risks, exceed the amount of INR 100,000 (total, not per Applicant). This limitation is intended as a reasonable allocation of risk and not a penalty, in accordance with Section 74 of the Indian Contract Act, 1872.
7.4 Third-Party Data Handling: Applicant acknowledges and agrees that once their profile information, resume, and Business Plan are shared with Investors or Companies in the Intermediary’s network for evaluation purposes in accordance with this Agreement, such third parties become independent controllers of the data and are solely responsible for their own compliance with applicable laws, including data protection and confidentiality obligations. The Intermediary makes no representation or warranty regarding the data handling practices of these third parties. In the event of any alleged misuse, misappropriation, or unauthorized disclosure of the Applicant’s information by an Investor or a network company, the Applicant agrees that their sole and exclusive remedy for such actions shall be to pursue legal action directly against the specific third party responsible for the alleged misconduct. The Applicant agrees not to hold the Intermediary liable for the independent actions or omissions of such third parties.

8. Governing Law

Applicant agrees that this agreement shall be governed by and construed in accordance with the laws of India.

9. Dispute Resolution

9.1 Good-Faith Negotiation: In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement (“Dispute”), the parties shall first attempt to resolve the Dispute through good-faith negotiations for a period of thirty (30) days from the date of a written notice of the Dispute from one party to the other.
9.2 Binding Arbitration: If the Dispute is not resolved through negotiation within the thirty (30) day period, it shall be referred to and finally resolved by binding arbitration seated in Mumbai, India. The arbitration shall be administered by the Mumbai Centre for International Arbitration (MCIA) in accordance with its rules. The decision of the sole arbitrator shall be final and binding on the parties.
9.3 Confidentiality: The parties agree that the arbitration proceedings, including any award, shall be treated as confidential information and shall not be disclosed to any third party, except as required by law.

10. Miscellaneous

10.1 Entire Agreement: These terms constitute the entire agreement between the Intermediary and the Applicant regarding the subject matter herein and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
10.2 Amendment: The Intermediary reserves the right to amend these terms. For any material changes, the Intermediary will provide notice by posting the amended terms on the Portal and/or by sending an email to the email address provided by the Applicant. Applicant’s acceptance of material amendments shall be evidenced by an affirmative action, such as clicking an ‘I Agree’ or similar button presented on the Portal. For non-material changes, continued use of the Portal after such notice constitutes acceptance of the amended terms.
10.3 Severability: If any provision of these terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision shall not affect the validity and enforceability of the rest of these terms.

Acceptance of Terms via Aadhaar eSign

By affixing your electronic signature to these terms using the Aadhaar eSign service (“Aadhaar eSign”), you (“Applicant”) are executing a legally binding contract with the Intermediary and Investors. You acknowledge that an electronic signature executed via Aadhaar eSign is a valid and legally binding method of authentication under India’s Information Technology Act, 2000. You voluntarily consent to provide your Aadhaar number for the purpose of authentication with the Unique Identification Authority of India (UIDAI) to establish your identity and affix your electronic signature to these terms. You confirm that the information submitted through the Aadhaar authentication process is true and correct. You acknowledge that you have had the opportunity to review these terms and that you understand and agree to be bound by all of their provisions.