Effective Date: March 16, 2021
This Terms of Service Agreement (this “Agreement”) is an agreement between you and Talentsky Inc. and its affiliates (“Talentsky,” “we,” “us,” or “our”). This Agreement applies to the talentsky.com and my.talentsky.com websites (the “Websites”), and the “Talentsky” applications, Software, Licensed Content, other content and services made available to you (the “Services”). This Agreement applies to all users of the Websites or the Services (“Users”), including registered Users and Users accessing the Services as an unregistered User.
BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS AND/OR BROWSING THE WEBSITES, OR BY ACCESSING OR CONTINUING TO USE OUR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE SIXTEEN (16) YEARS OF AGE OR OLDER, (3) IF YOU ARE UNDER 18 YEARS OLD (OR UNDER THE AGE OF MAJORITY WHERE YOU LIVE), YOU HAVE REVIEWED THE AGREEMENT WITH YOUR PARENT OR LEGAL GUARDIAN AND THEY AGREE TO THE TERMS OF THIS AGREEMENT ON YOUR BEHALF AND TAKES FULL RESPONSIBILITY FOR YOUR COMPLIANCE WITH THE AGREEMENT, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY, OR, IF YOU HAVE NAMED AN ENTITY AS THE USER, YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND TO BIND THAT ENTITY TO THIS AGREEMENT. IF YOU CANNOT OR DO NOT AGREE TO THIS AGREEMENT, DO NOT USE OUR SERVICES.
You may have the option to elevate your access to the Services to include our premium offerings, such as by upgrading to a “Consumer Premium Account.” If you choose to upgrade your account, the terms set forth in the section titled “Fees and Purchase Terms” and “Automatic Renewal” will apply to you. IF YOU PURCHASE A CONSUMER PREMIUM ACCOUNT SUBSCRIPTION FOR A TERM (THE “INITIAL TERM”), THEN UPON EXPIRATION OF THE INITIAL TERM THE CONSUMER PREMIUM ACCOUNT SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT TALENTSKY’S THEN-CURRENT RATE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR CONSUMER PREMIUM ACCOUNT SUBSCRIPTION IN ACCORDANCE WITH THE FEES AND PURCHASE TERMS AND AUTOMATIC RENEWAL PROVISIONS SET FORTH BELOW.
PLEASE BE AWARE THAT THE TALENTSKY COMMUNICATIONS SECTION OF THIS AGREEMENT CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US VIA E-MAIL.
CHANGES TO THIS AGREEMENT
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY TALENTSKY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Talentsky will make a new copy of this Terms of Service Agreement available at the Websites. We will also update the “Effective Date” at the top of the Terms of Service Agreement. If we make any material changes, and you have registered with us to create an Account, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to this Agreement will be effective immediately for new Users of the Website, and will be effective thirty (30) days after posting notice of such changes on the Websites for existing Users. Talentsky may require you to provide consent to the updated Agreement in a specified manner before further use of the Websites or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and the Services. Otherwise, your continued use of the Websites and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITES TO VIEW THE THEN-CURRENT AGREEMENT.
Talentsky allows you to enhance and present your skills and achieve your career goals. Talentsky will use your skills, moments, colleagues, and followers to evaluate your skills, fit, and job patterns and trends, and to suggest skills to advance your career and personal growth. In doing so, we will never consider race, color, religion, gender, gender expression, age, national origin, disability, marital status, sexual orientation, military status, or any other characteristic protected by federal, state, or local laws.
LIMITED LICENSE TO USE THE SERVICES
You are granted the right to use the Services only for your personal use, unless specified in a separate agreement with us, including an enterprise agreement. To the extent any software and/or content (including, without limitation, moments, videos, logos and other content (“Content”) of other Users (“User Content”)) is provided as part of the Services (the "Software and Licensed Content"), such Software and Licensed Content is subject to this Agreement, and is licensed, not sold. Talentsky grants you a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to use: (a) the Software solely to access the Services; and (b) the Licensed Content solely in conjunction with the Services. The Services may automatically update the Software and Licensed Content on your device when a new version becomes available. Except for the limited rights expressly granted hereunder, Talentsky and our licensors reserve all right, title and interest in and to the Websites, Services, Software and Licensed Content, including all associated intellectual property rights.
USE OF THE SERVICES
In order use the Services, you must be 16 years of age and fully competent to understand and agree to this Agreement. You may only register for one account. If we terminate your access to the Services due to a violation of this Agreement or any applicable law, you may not re-register for the Services without our prior express written consent.
No right is granted, and you may not, without Talentsky's prior written consent:
- download, modify, reproduce, or resell any of the Websites, Services, Software or Licensed Content, or resell or otherwise make available to third parties access thereto or use thereof;
- use any bot, spider, data miner, or other means to access, scrape, extract and/or gather data from the Services, including without limitation, User information, skills data, or any other User Content (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Websites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
- frame or mirror any portion of the Services;
- reverse engineer or decompile any software associated with the Services or assist anyone in doing so (except to the extent such restrictions are prohibited by applicable law);
- access the Services through interfaces not provided by Talentsky; or
- interfere with the operation of the Websites or Services.
Further, you warrant and covenant that:
- all information you provide will be accurate and not misleading, including, without limitation, information regarding your skills, education, affiliations, employers, and job titles;
- you will not create multiple accounts or accounts under other names or identities;
you will not post inaccurate, harmful, hateful, obscene, discriminatory, libelous, unlawful, or otherwise objectionable comments, feedback or content;
- you will not post any spam or other solicitations (including, without limitation, job postings, career opportunities, or links to such solicitations); or otherwise engage in recruitment or hiring practices in connection with the Services in a manner contrary to federal, state, or local laws;
- you will not post anything that contains harmful code, including without limitation, viruses or worms;
- you will not download, store, share, disclose, or distribute any content from the Websites or Services or other Users without our express written permission;
- you will not engage in any activity designed to interfere with use of the Services by other Users;
- you will not use the Services (including, without limitation, the messaging components of the Services) to harass other Users or send spam or other unwelcome communication to other Users;
- you will not use the Services to violate or encourage the violation of any local, state, national, or international law or regulation;
- you will not, without our consent or the consent of the data subject, collect or store personal data about other Users of our Services or solicit personal information from any individual;
- you will not frame, mirror, or otherwise redisplay the content of the Services, or obscure any trademarks visible in normal use of the Services;
- you will not infringe any patent, trademark, trade secret, copyright, right of publicity or privacy, or other right of any party, or distribute any content you do not have a right to make available under any law or under contractual or fiduciary relationships; and
- you will not assist any third party in engaging in any activity prohibited by this Agreement.
Talentsky reserves the right to remove any content posted in breach of these warranties. Further, Talentsky reserves the right to suspend, deactivate, terminate or otherwise take any reasonable action against Users who violate these warranties or other provisions of this Agreement.
ACCOUNTS AND ADDITIONAL AGREEMENTS
All Accounts: Use of the Services require that you register for a Talentsky User account. If you register an account, you agree that you are responsible for maintaining the confidentiality of your username and password, and for creating a reasonably secure password. YOU ARE RESPONSIBLE FOR ALL ACTIVITIES THAT TAKE PLACE UNDER YOUR ACCOUNT OR PASSWORD. You represent and warrant that you will, when registering your account or making purchases, provide accurate, up to date account information (such as your real name, valid email address, and if applicable accurate, non-fraudulent payment information) and will promptly update your account information if it changes. Notwithstanding anything contained herein to the contrary, by submitting Your Content (as defined below) to any forums, comments, or any other area on the Services, you hereby expressly permit Talentsky to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
Enterprise Accounts: If you are accessing the Services through an account linked to, created, or maintained by your employer or any other enterprise (“Enterprise”), your Enterprise may have access to your User Content and the enterprise-related features of your account, including the ability to terminate such features, or your access to or use of them. We are not responsible for actions of your Enterprise with respect to your account in such cases. If you are using the Websites or the Services through an Enterprise account, you must, and you warrant that you will, comply with your Enterprise's policies related to use of the Services, including, without limitation, applicable user account, social media and confidentiality policies (the “Enterprise Policies”), in addition to this Agreement. You acknowledge and agree that this Agreement is incorporated into the Enterprise Policies and/or any enterprise agreement to which you are bound, and the terms of that enterprise agreement prevail in the event of conflict with this Agreement.
YOUR USER CONTENT
Use of Your Content: Use of the Services will involve uploading and storing Content by you ("Your Content"). You retain full ownership to Your Content. You grant Talentsky a worldwide, perpetual, fully-paid, royalty-free, irrevocable license, to use, modify, store, host, reproduce, transmit, distribute, publish, and display Your Content in conjunction with the Services, and to have the following undertaken by third parties on our behalf (including, but not limited to, providers of hosting services). You agree that we will need no additional consent from you to use Your Content in accordance with this Agreement.
Feedback: Any feedback, improvements, comments, or suggestions you may provide regarding Talentsky, the skills library, the Websites, Services, Software and/or Licensed Content ("Feedback") is entirely voluntary, and you grant Talentsky a perpetual, irrevocable, fully-paid, royalty-free worldwide license, including the right to sublicense, use, reproduce, display, perform, modify, store, publish, transmit, and distribute such Feedback without any compensation to you or others.
Responsibilities: You are solely responsible for Your Content while using the Services. It is your responsibility to ensure that you have all rights and permissions with respect to Your Content, and to avoid infringement or violation of any rights of others, including without limitation, your Enterprise's confidentiality or social media policies. You acknowledge that we have no obligation to pre-screen or monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety, or legality of Your Content or any other information or content you may be able to access using the Services. Although not obligated to, Talentsky reserves the right in its sole discretion to pre-screen, refuse or remove Your Content. By entering into this Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Talentsky pre-screens, refuses or removes any of Your Content, you acknowledge that Talentsky will do so for Talentsky’s benefit, not yours. Without limiting the foregoing, Talentsky shall have the right to remove any of Your Content that violates this Agreement or is otherwise objectionable. You agree to indemnify and hold Talentsky, its affiliates, licensors and agents harmless from all claims based on Your Content, your access and use of User Content and/or your use of the Website, Services, Software and Licensed Content.
Access to your User Content: We do not guarantee that Your Content will be free from loss, theft, misuse, or unauthorized access, disclosure, alteration, or destruction. In no event will we be liable for loss or corruption of Your Content, and you acknowledge that it is your responsibility to keep your own backup copies of Your Content, and to use a secure encrypted connection if you wish to protect Your Content when you are transmitting it to us. You are solely responsible for protecting your passwords, limiting access to your computers and other devices, and signing out of the Services when you are not using them. Talentsky will not be liable for any loss or corruption of Your Content, or for any costs, fees, or expenses associated with backing up or restoring any of Your Content.
We are not obligated to publish any of Your Content, messages, or other content, and can remove it from the Services in our sole discretion, with or without notice to you, if found to be in violation of this Agreement, or if we believe we are legally required to do so.
YOUR ACCESS TO THE SERVICES OR CONTENT OF OTHERS
You may have access to information and content of others. You may not copy, upload, download, or share any information or content using the Services unless you have the right to do so. You will be fully responsible and liable for what you copy, share, upload, download, or otherwise use while using the Services.
We do not review or curate the content posted by other Users. As such, you may be served inaccurate, offensive, illegal, hateful, or misleading content or information. You agree that Talentsky is not responsible for such content or information or your use of such content or information.
Talentsky has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Users at your own risk.
You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that Talentsky reserves the right, but has no obligation, to intercede in such disputes. You agree that Talentsky will not be responsible for any liability incurred as the result of such interactions.
FEES AND PURCHASE TERMS
Fees. If you upgrade your account to a Consumer Premium Account, or otherwise incur charges in connection with your account, you agree to pay all fees or charges to your account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Talentsky with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), as a condition to signing up for a Consumer Premium Account subscription (a “Subscription”). Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Talentsky with your Payment Provider and associated payment information, you agree that Talentsky is authorized to immediately invoice your account for all fees and charges due and payable to Talentsky hereunder and that no additional notice or consent is required. You agree to immediately notify Talentsky of any change in your billing address or the credit card account used for payment hereunder. Talentsky reserves the right at any time to change its prices and billing methods, either immediately upon posting such changes to the Service or by e-mail delivery to you.
Consumer Premium Subscription Fees. You will be responsible for payment of the applicable fees in connection with your Subscription (each, a “Consumer Premium Subscription Fee”) at the time you elect such Subscription, (each, a “Subscription Commencement Date”). Except as set forth in the Agreement, all fees in connection with a Subscription are non-refundable. No contract will exist between you and Talentsky for the Subscription until Talentsky accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
Taxes. The payments required under the Section above (Consumer Premium Service Subscription Fees) do not include any Sales Tax that may be due in connection with the Subscription provided under this Agreement. If Talentsky determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Talentsky shall collect such Sales Tax in addition to the payments required under this Section of the Agreement. If any Subscription, services, or payments for any services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Talentsky, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Talentsky for any liability or expense Talentsky may incur in connection with such Sales Taxes. Upon Talentsky’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Special Offers. Talentsky may, from time to time, offer certain incentive or rewards programs, special promotions or other activities (“Special Offers”) to eligible Users. Eligibility to participate in such Special Offers is determined by Talentsky in its sole discretion and we reserve the right to revoke a Special Offer in the event that we determine you are not eligible. Your participation in any Special Offers will be subject to, and governed by, the terms and conditions accompanying the applicable Special Offer, as set by Talentsky in its sole discretion, as well as this Agreement. The eligibility requirements and other limitations and conditions will be disclosed when Talentsky makes the Special Offer available or in other communications made available to you. Talentsky may update, change, modify or terminate a Special Offer at any time without liability to you.
Your Subscription will continue indefinitely until terminated in accordance with the Agreement. After your initial Subscription period, and again after any subsequent Subscription period, your Subscription will automatically commence following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Talentsky’s then-current price for such Subscription. You agree that your account will be subject to this automatic renewal feature unless you cancel your Subscription at least one (1) day prior to the Renewal Commencement Date, by logging into and going to the “Subscription and Payment” page of your “Profile Settings” page. If you do not wish for your Subscription to renew automatically, or if you want to change or terminate your Subscription, please log in and go to the “Subscription and Payment” page on your “Profile Settings” page. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Consumer Premium Subscription Fee paid for the then-current Subscription period. By subscribing, you authorize Talentsky to charge your Payment Provider now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Talentsky does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your account upon demand and/or (b) you agree that Talentsky may either terminate or suspend your Subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).
MODIFICATIONS, INTERRUPTION, AND TERMINATION
The Services will continue to evolve as we refine features and functionality. We may terminate, suspend, or modify the Services, in general or with respect to you, from time to time without cause and without liability to you. Such reasons may include, without limitation, for example, our inability to provide a feature or component of the Services due to changes in technology or license rights, or our determination that certain portions of the Service are not commercially feasible to maintain.
You acknowledge and accept that we do not guarantee continuous, uninterrupted or secure access to our Services, or that operation of our Services will be uninterrupted or error free. You understand that usage of our Services may be interfered with or adversely affected by numerous factors or circumstances outside of our control.
If your registration(s) with, or ability to access, the Services or any other Talentsky property community, is discontinued by Talentsky due to your violation of any portion of this Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services or any Talentsky properties through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Talentsky properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Talentsky reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
INTELLECTUAL PROPERTY RIGHTS
All content, skills, materials, layout, organization, design, graphics, logos, service marks, trademarks, and trade dress on the Websites and/or provided as part of the Services, are protected by the intellectual property rights of Talentsky and its licensors (including, without limitation, copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws), and may not be used without prior written consent of the owner. All rights are reserved.
The Services may contain links to websites or resources of others, including, without limitation, educational or training content. We do not endorse and are not responsible or liable for their accuracy, availability, content, products, services or anything else. You are solely responsible for your use of any such websites or resources. If we provide you with any software under an open source license, there may be provisions in those licenses that conflict with this Agreement, in which case the open source provisions will apply with respect to the code to which those provisions apply.
We may use some descriptions that contain skills names and other descriptors that have been trademarked by third parties. Our use of such trademarks are solely for the purpose of accurately identifying the applicable skill, training or other descriptor; we are not associated with such trademark owners, and no endorsement by the trademark owners is implied by use of such trademarks and trade names.
You agree to indemnify and hold Talentsky, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Talentsky Party” and collectively, the “Talentsky Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Services; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Talentsky reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Talentsky in asserting any available defenses. This provision does not require you to indemnify any of the Talentsky Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Websites or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your account, this Agreement and/or your access to the Services.
Please be aware that certain features, plugins, content, or other parts of our Websites or Services may be provided by third parties, not Talentsky. Your use of these features, plugins, content or services provided by third parties — including third-party links to other websites on the Internet — are not governed by this Agreement. You acknowledge and agree that we are not responsible for the availability of, or any content located on or through, any third-party site or service, or any use of your information by those third parties.
DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS.
WE DO NOT WARRANT THE AVAILABILITY OF THE SERVICES, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL EFFECTS, OR THAT ANY SPECIAL OFFERS ARE AVAILABLE TO ANY PARTICULAR USER OR WILL REMAIN AVAILABLE FOR ANY GIVEN PERIOD, AND MAKE NO REPRESENTATION REGARDING CORRECTNESS, ACCURACY, RELIABILITY, AVAILABILITY, OR CURRENCY OF THE SERVICES. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICES, INCLUDING LOSS OF DATA OR YOUR CONTENT, OR DAMAGE TO YOUR COMPUTER, DEVICES OR OTHER EQUIPMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TALENTSKY OR THROUGH THE WEBSITES OR THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
LIMITATION OF LIABILITY
IN NO EVENT SHALL THE TALENTSKY PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST DATA, INCOME, BUSINESS, REVENUE OR PROFITS) RESULTING FROM YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. YOU AGREE THAT THIS LIMITATION WILL APPLY TO ALL SERVICES.
SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE EXCLUSIONS AND LIMITATIONS ABOVE MAY NOT BE ENFORCEABLE AND YOU MAY HAVE ADDITIONAL RIGHTS. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THIS LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT THE AGGREGATE LIABILITY OF THE TALENTSKY PARTIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION OF ANY KIND ARISING OUT OF USE OF THE SERVICES, THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS (USD$1,000).
YOU HEREBY RELEASE THE TALENTSKY PARTIES AND THEIR SUCCESSORS FROM CLAIMS, DEMANDS, ANY AND ALL LOSSES, DAMAGES, RIGHTS, AND ACTIONS OF ANY KIND, INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE, THAT IS EITHER DIRECTLY OR INDIRECTLY RELATED TO OR ARISES FROM YOUR USE OF THE WEBSITES OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY INTERACTIONS WITH OR CONDUCT OF OTHER USERS OR THIRD-PARTY WEBSITES OF ANY KIND ARISING IN CONNECTION WITH OR AS A RESULT OF THIS AGREEMENT OR YOUR USE OF THE WEBSITES OR THE SERVICES.
If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights or actions, including personal injuries, death or property damage, arising from any unconscionable commercial practice by a Talentsky Party or from a Talentsky Party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Websites or any Services provided hereunder.
PROCEDURES FOR MAKING COPYRIGHT INFRINGEMENT CLAIMS
It is Talentsky’s policy to terminate membership privileges of any registered User who repeatedly infringes copyright upon prompt notification to Talentsky by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Websites or the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Websites or Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Contact information for Talentsky’s Copyright Agent for notice of claims of copyright infringement is as follows:
Attention: Johanna Lobo
4546 El Camino Real
Los Altos, CA 94022
By entering into this Agreement or using the Services, you agree to receive communications from via e-mail. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Talentsky and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.
The communications between you and Talentsky may take place via electronic means, whether you visit the Services or send Talentsky e-mails, or whether Talentsky posts notices on Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Talentsky in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Talentsky provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you receive the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Talentsky are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Talentsky Services, either directly or indirectly, to any country in violation of such laws and regulations.
MISCELLANEOUS LEGAL TERMS
This Agreement and the use of the Services shall be governed exclusively by the laws of the State of California without regard to any principles of conflicts of law. The U.N. Convention of Contracts for the International Sale of Goods is expressly excluded from any interpretation of this Agreement. All dispute arising out use of the Services and/or this Agreement will be resolved exclusively in the federal or state courts in San Francisco, California, and the parties consent to venue and personal jurisdiction of such courts. To the extent permitted by law, the English version of this Agreement shall control the interpretation of this Agreement.
This Agreement constitutes the entire and exclusive agreement between you and Talentsky with respect to the Services, and supersedes and replaces any other agreements, terms, and conditions applicable to the Services. Notwithstanding the foregoing, in the event of any conflict between this Agreement and the terms in any applicable enterprise agreement, the terms of those agreements shall control. This Agreement creates no third party beneficiary rights. Failure by Talentsky to enforce a provision of this Agreement is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of this Agreement will remain in full effect and an enforceable term will be substituted to reflect our intent as closely as possible. You may not assign any of your rights in this Agreement, and any such attempt is void. Talentsky may, without notice to you, assign its rights and obligations to any of its affiliates or subsidiaries, or to any successor in interest of any business or assets associated with the Services. Talentsky shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, government orders or directions, national emergency, fire, floods, accidents, epidemics, pandemics, quarantine, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Except as otherwise set forth in this Agreement, you should direct any legal notice in connection with the Talentsky Websites and Services to:
Attention: Legal Department
4546 El Camino Real
Los Altos, CA 94022