Terms of Service
This Agreement is effective as of the date the Customer first completes a purchase with Talenaut (via an Order or otherwise) or logs into the Service (the “Effective Date”). Customer's use of and Talenaut's provision of the Service (as defined below) are governed by this Agreement.
1. Definitions
The following capitalized terms will have the following meanings whenever used in this Agreement:
1.1. ”Customer Data”
Information, data, and other content in electronic form that is collected, downloaded, or otherwise received, directly or indirectly, from Customer, a User, or Customer's candidates by or through the Service. For avoidance of doubt, Customer Data does not include Service Usage Data.
1.2. “Documentation”
Talenaut's standard documentation related to use of the Service.
1.3. “Order”
Either a written order or an online transaction for access to the Service specifying the Service, the Service subscription term, and payment information. An Order will become legally binding upon electronic acceptance or ink signature (including via scanned replicas of the same).
1.4. “Privacy Notice”
Talenaut's privacy notice, available at Privacy Notice.
1.5. “Service”
Talenaut's job candidate and job applicant relationship management and tracking Service (“Talenaut All-In-One”) or Talenaut's talent analytics solution (“Talenaut Analytics”), as specified in an Order.
1.6. “Service Usage Data”
Statistical data and information derived from Talenaut's operation of the Service and use of the Service by Talenaut's customers, including performance results.
1.7. “Term”
As defined in Section 11.1 below.
1.8. “User”
Any individual who uses the Service on Customer's behalf or through Customer's account or passwords.
2. The Service
2.1. Use of the Service
During the Term, Customer may access and use the Service pursuant to the terms of any outstanding Order, including such features and functions as the Order requires.
2.2. Service Level Commitments
Talenaut shall use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for:
- Planned downtime;acd
- Unavailability caused by circumstances beyond Talenaut's reasonable control, including but not limited to force majeure events, internet service provide failures or delays, and denial of service attacks.
2.3. Documentation
Customer may reproduce and use the Documentation solely as necessary to support Users' use of the Service.
2.4. Service Revisions
Talenaut may revise Service features or functions at any time, including without limitation by removing such features or functions. If any such revision to the Service materially reduces features or functionality provided pursuant to an Order, Customer may, upon 30 days' written notice, terminate such Order.
3. Billing and Payment
3.1. Subscription Fee
Customer shall pay Talenaut the fees for the Service as set forth in each Order (the “Subscription Fee”). Customer will not be entitled to any refund of the Subscription Fee under any circumstances.
3.2. Taxes
Customer agrees to be responsible for the payment of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity (collectively, "Taxes"), on any amounts payable by Customer under this Agreement. Unless expressly agreed otherwise, the Subscription Fee is exclusive of any Taxes.
4. Customer Data and Privacy
4.1. Customer Data
Customer grants to Talenaut a non-exclusive, non-transferable (except pursuant to Section 12.5 below), worldwide license to use Customer Data for the purpose of providing the Service, including the right to store, process, display, and generally make Customer Data available through the Service.
4.2. Privacy Notice
The Privacy Notice applies only to the Service and does not apply to any third-party websites or services linked to the Service.
4.3. Security Measures
Talenaut has implemented and will maintain commercially reasonable security measures to protect Customer Data.
4.4. Data Accuracy
Talenaut will have no responsibility or liability for the accuracy of data uploaded to the Service by Customer.
5. Customer Responsibilities
5.1.Acceptable Use
Customer shall not use the Service for any illegal, fraudulent, deceptive, or harmful purposes. Customer agrees not to share non-public Service features with third parties, and not to reverse engineer or copy Service features.
5.2. Unauthorized Access
Customer shall take reasonable steps to prevent unauthorized access to the Service, including without limitation by protecting its passwords and other log-in information.
5.3. Compliance with Laws
Customer shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data.
6. Intellectual Property Rights and Feedback
6.1. Intellectual Property Rights to the Service
Talenaut retains all right, title, ownership and interest in and to the Service, including without limitation all software and documentation used to provide the Service.
6.2. Feedback
Talenaut has the right to use, disclose, publish, and otherwise exploit any Feedback provided by Customer. Customer grants Talenaut the right to use feedback to improve its services without compensation.
7. Confidential Information
Customer shall not disclose any Confidential Information provided by Talenaut to any third party without Talenaut's prior written consent. Customer agrees to protect Confidential Information and use it solely for purposes related to the Service.
8. Representations and Warranties
8.1. From Talenaut
Talenaut represents and warrants that it has the authority to provide the Service under this Agreement.
8.2. From Customer
Customer represents and warrants that it has the full right and authority to enter into this Agreement, and to provide data necessary for the Service.
8.3. Warranty Disclaimer
The Service is provided “as is,” with no warranties regarding uninterrupted or error-free performance.
9. Indemnification
Customer shall defend, indemnify, and hold harmless Talenaut and its associates against any claims, suits, or proceedings arising from Customer's use of the Service, including unauthorized disclosures of Customer Data.
10. Limitation of Liability
10.1. Cap on Liability
Talenaut's liability arising out of or related to this Agreement will not exceed the total amounts paid under this Agreement in the twelve (12) months prior to any claim.
10.2. Exclusion of Consequential
Talenaut will not be liable for indirect or consequential damages.
11. Term and Termination
11.1. Term
This Agreement will commence on the Effective Date and continue for the subscription period specified in the Order.
12. Miscellaneous
12.1.Governing Law
This Agreement will be governed by the laws of England and Wales.
12.2.Assignment
Customer may not assign this Agreement without Talenaut's prior written consent.
12.3.Entire Agreement
This Agreement constitutes the entire agreement between the parties.
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