This is an agreement between Talentek (Talentek, We, Us, Our), and the User (User, You or Your), setting out the general Terms of Your use (Terms) of the talentek.com website (Platform), and any of Our products or services (Product).

Where other terms for services have been agreed with Us, those terms shall take precedence over these Terms, where they conflict.

The Parties acknowledge that by reason of their relationship here under, each Party may disclose or provide access to the other certain Confidential Information. 

“Confidential Information” shall mean (a) information concerning a Party’s products, business andoperations including, but not limited to, information relating to business plans, financial records, customers, suppliers, vendors, products, productsamples, costs, sources, strategies, inventions, procedures, sales aids orliterature, technical advice or knowledge, contractual agreements, pricing, product specifications, trade secrets, procedures, distributionmethods, inventories, marketing strategies and interests, algorithms, data, designs, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems and know-howor other intellectual property, of a Party and its affiliates that may be atany time furnished, communicated or delivered to a Party, whether inoral, tangible, electronic or other form; (b) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (c) information acquired during any tours of orwhile present at a Party’s facilities; and (d) all other non-public information provided by a Party here under. All Confidential Information shall remain the exclusive property of the disclosing Party.

Services. Customer and each Talentek Member may, during the Term, from time to time enter into one or more scope of workfor the provision here under of the Talentek Services.

Customer hereby retains Talentek to provide the Talentek Services in accordance with any applicable Scope of Work. The Parties acknowledge and agree that during the term of the Agreement Talentek may be modified and/or expanded from time to time upon a Scope of Work executed by authorized representatives of the Parties expressly referencing this Agreement. In the event of any inconsistency between the terms of any Scope of Work and the terms hereof, the terms of the applicable Scope of Work shall prevail to the extent of such inconsistency.

Talentek Platform. Subject to the terms hereof, including, without limitation, payment of all applicable fees, during the Term, Talentek hereby grants to Customer a non-exclusive, non-sublicensable, non transferable license to access and use the Talentek Platform solely for Customer’s internal business purposes inconnection with its receipt of the Talentek Services here under, in accordance with the provisions of the Talentek Platform Terms of Service-

Billing and payments. You shall 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. If, in Our judgment, any of Your payments or transactions constitute a high-risk transaction, We will require You to provide us with a copy of Your valid government-issued photo identification, and any other additional documents required by Us, to verify compliance with applicable laws, policies and procedures. We reserve the right to change Products and Product pricing at any time. We may, in Our sole discretion, limit or cancel access to Products purchased per person or entity. These restrictions may include Products requested by or under the same customer account, the same credit card, and that uses the same billing and/or shipping address. In the event that We make a change to or remove a Product, We will notify You by the e-mail and/or billing address/phone number listed on the Platform or provided at the time the Product was requested.

In consideration for the provision of the Talentek Services and the license granted to access and use the Talentek Platform, the Customer will pay the Talentek Fee on a monthly basis. The customer shall also pay Talentek a one-time, non-refundable Setup Fee.

Expenses. Customer shall reimburse Talentek for any direct or indirect costs, including any legal cost as may be applicable and approved by Customer (unless mandatory by the law) incurred by Talentek in connection with the provision of the Talentek Services.

Limitation of liability To the fullest extent permitted by applicable law, in no event will We, Our affiliates, officers, directors, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use or content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, fraud, negligence or otherwise, even if Talentek, has been advised as to the possibility of such damages or could have foreseen such damages. To the extent permitted by law, Our aggregate liability for Your use of the Platform is limited to any amounts actually paid by You to Us for the Product being used, for the one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate You for any losses or fails of its essential purpose.

Accuracy of information and backups Occasionally there may be information on the Platform that contains typographical errors, inaccuracies or omissions that may relate to promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information. We undertake no obligation to update, amend or clarify information on the Platform including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Platform should be taken to indicate that all information on the Website or on any related Product have been modified or updated.

We will not be liable for any acts or omissions by You, including processing of payments to You on the basis of inaccurate information on Your account, or any damages of any kind incurred as a result of such acts or omissions.

Also, We regularly back up the Platform and its Content and will do Our best to ensure completeness and accuracy. If there’s a hardware issue or data loss, we’ll automatically restore backups to minimize disruptions.

Platform availability We shall make the functionality of the Platform available to You pursuant to this agreement, and We shall use commercially reasonable efforts to always make the Platform available, except for:

(i) scheduled downtime (of which We shall, to the extent practicable, schedule so as not to adversely affect You); and

(ii) as set forth in these Terms.

We warrant that the Platform shall have an uptime of not less than 99.5% per month (resulting in a downtime of not more than 0.5% per month) (Service Availability).

Severability Rights and restrictions contained in these Terms apply as long as they follow laws and won’t make these Terms illegal, invalid or unenforceable. If a competent court decides any part or provision of these Terms is invalid, the rest of the Terms shall stand and remain in full force and effect.

Changes and amendments We reserve the right to modify these Terms and any policies relating to the Platform at any time. Continued use of the Platform after any such changes shall constitute Your consent to such changes.

Acceptance of these terms You acknowledge that You have read these Terms and agree to all its Terms By using the Platform or Product requested on the Platform, You agree to be bound by the Terms.****

If You do not agree to abide by the Terms, You are not authorized to use or access the Platform and any of the Product.