TALENTFUL

TERMS AND CONDITIONS OF USE

 

TALENTFUL INC. (“TALENTFUL” / “WE” / “US”) OWNS AND OPERATES THE WEBSITE LOCATED AT WWW.talentful.ai (“WEBSITE”).  THESE TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERN YOUR USE OF THE WEBSITE THROUGH WHICH TALENTFUL PROVIDES ACCESS TO ITS ONLINE SOFTWARE AND GAME DEVELOPER RECRUITMENT PLATFORM (THE “SERVICES”). IF YOU ACCESS OR USE THE WEBSITE OR SERVICES, YOU ARE ACCEPTING TO DO SO ON THE TERMS OF THIS AGREEMENT.

THIS AGREEMENT CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES, SO YOU SHOULD READ IT CAREFULLY BEFORE USING THE SERVICES. BY ACCEPTING THIS AGREEMENT, YOU HEREBY AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS OF USE, THEN DO NOT USE THE THIS WEBSITE OR ANY OF ITS CONTENT OR SERVICES.  THESE TERMS OF USE MAY BE AMENDED OR UPDATED BY TALENTFUL FROM TIME TO TIME WITHOUT NOTICE AND THE TERMS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE FOR ANY CHANGES. YOUR USE AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS OF USE SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS.  ANY NEW FEATURES THAT MAY BE ADDED TO THIS WEBSITE FROM TIME TO TIME WILL BE SUBJECT TO THESE TERMS OF USE, UNLESS STATED OTHERWISE.  YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS OF USE.

IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

1.     The Service.  The Talentful Service provides an online, centralized platform that functions as a search engine, allowing recruiters to search through our custom-made resumes and profiles of local software and gaming developers (“developers”) to find the right talent and skill set for your clients.  In our paid subscription services, you will also be able to save your past search criteria as well as bookmark profiles of developers you are interested in contacting.

2.     Provision of the Platform Services.  Talentful will use commercially reasonable efforts to: make the Platform available 24 hours a day, 7 days a week, with minimal downtime; except for: (1) planned downtime for maintenance and scheduled upgrades (which may alter the functionality of the Platform); and (2) unavailability caused by circumstances beyond Talentful’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, Internet service provider failures or delays, or the unavailability of any third-party provided services.

3.     Creating an Account. You must create an account in order to use the Services.  When you register you will be asked to provide a name, telephone number corporate email address, and select a password.   You will gain access to the Platform and Services after we verify the account information. You are responsible for all the activity occurring on your account, so please select a strong password, and do not share it with any other person.  In no circumstances will Talentful be liable for any damages cause by virtue of the compromise of your account, including the unauthorized access to or use of your account.  Please contact us immediately if you suspect, or become aware of any unauthorized use of your account.

4.     Trials.  Talentful may, in its sole discretion, provide a free trial of the Platform and Services for evaluation purposes.  The trial services are provided ‘as is’ without any warranty of any kind.  While using the Platform as a trial, you will be able to perform up to fifteen (15) free searches, which will display the top four (4) developers meeting your search criteria. After your free trial ends, you may upgrade to our paid subscription services.  We reserve the right, in our sole discretion, to terminate any free trial at any time, and/or to stop making trial evaluations available.

5.     Service Subscriptions. Once you have subscribed to a paid subscription account, you will be given unlimited access to our database of developers, which means that you will be able to perform unlimited searches, and see all the results from each of your searches, as well as save your search terms and favourite certain developers you are interested in contacting.  Our subscriptions run on a month-to-month basis.

Subscription Fees. Our subscription fees are payable in advance by credit card, via our third party payment processor Stripe.  Our current subscription fees can be found on the pricing page of our Website, located at www.talentful.ai/pricing.  We reserve the right to change our subscription fees at any time upon the provision of ten (10) business days’ written notice to You. If the fees change part way through the Initial Term or any subsequent Renewal Term (as defined in Section 7 below), the new rate will be applied to your subscription at the commencement of the next Renewal Term. If you do not accept any change in the fees, your only remedy is to terminate your subscription. 

6.     Term.  This Agreement is effective as the date it is accepted by you, and will continue for an initial term of thirty (30) days (the “Initial Term”) and thereafter shall you many renew your subscription for additional thirty (30) day terms by providing us with [X] days’ notice of your intention to renew. (“Renewal Term” and together with the Initial Term, the “Term”).  If you choose not to renew your subscription, you can terminate your account in accordance with the termination provisions set forth in Section 13, below.

7.     Restrictions on Use of the Service. Talentful reserves the right at all times (but will have no obligation) to remove any User Data and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public.  

In using the Website, Platform and/or Services You shall not and shall not permit any person to:

(a)             use the Platform other than as permitted by this Agreement;

(b)             use the Platform to send, store, publish, post, upload or otherwise transmit any information or data in violation of any warranty, representation or obligation of Customer under this Agreement;

(c)             license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform, or any information you obtain from the Platform available to any third party, other than employees, or as otherwise expressly contemplated in accordance with this Agreement;

(d)             use the Platform to upload, collect, transmit, store, use or process, or ask Us to obtain from third parties, any data or information: (A) that You do not have the lawful right to copy, transmit, distribute, store and display; (B) for which You do not have the consent or permission from the owner of any Personal Information contained therein; (C) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights of any third party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity or privacy); (D) that is tortious, defamatory, obscene, or offensive; or (E) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability.

(e)             use the Platform to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another;

(f)              use the Platform in a manner that interferes with or disrupts the integrity or performance of the Platform;

(g)             attempt to gain unauthorized access to the Platform or its related systems or networks;

(h)             use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Platform;

(i)              use any data mining, robots or similar data gathering or extraction methods;

(j)              access the Platform for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Platform; or

(k)             copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Platform or any part thereof or otherwise attempt to discover any source code or modify the Platform, except as expressly provided for in this Agreement.

Talentful reserves the right to terminate, limit, or suspend Your access to the Platform, for any breach of these restrictions or any other violation of any other term of this Agreement.

8.     LicenseExcept for any information or data submitted by Users, this Website and the information and materials that it contains, are the property of Talentful and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to the terms of this Agreement, Talentful grants you a single, personal, non-transferable, non-exclusive, revocable license to access and use the Platform and Services (including the underlying software and technology therein) for your internal business purposes only (the “License”). Any software provided to you is licensed and not sold. For greater certainty, one subscription grants one user access to the Platform and Services, and user accounts cannot be shared or used by more than one individual.  Accordingly, a subscription account is required for each User of the Platform and Services.

9.     Reservation of Rights. Except for the rights and licenses granted in this Agreement, any and all intellectual property rights to or arising from the Website, Platform and Services shall remain the exclusive property of Talentful and its licensors. Nothing in the Terms gives you a right to use the Talentful or Talentful names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. Any unauthorized use of Talentful’s intellectual property rights is a violation of this agreement as well as a violation of intellectual property laws and treaties, including, without limitation copyright and trademark laws. 

10.   Confidentiality. “Confidential Information” means information of a party (“Disclosing Party”) that the other party (“Receiving Party”) receives in connection with the Services, which based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential to the Disclosing Party, including, without limitation, your employee’s information, details of your benefits plans, company financial information and any other non-public content posted, transmitted or accessed through the Services. A Receiving Party shall (i) limit access and use of Disclosing Party’s Confidential Information to those of Receiving Party’s employees and agents that require such access and use in connection with the Services; (ii) not disclose Disclosing Party’s Confidential Information to third parties, unless authorized under this Section of the Terms; (iii) protect the Disclosing Party’s Confidential Information as it protects its own Confidential Information, but in any event with not less than a reasonable degree of care; and (iv) not use the Disclosing Party’s Confidential Information for any purpose except as required to perform its obligations hereunder or as otherwise specifically permitted hereunder. Nothing in this Section shall prevent a Receiving Party from disclosing Confidential Information to a third party to the extent that such Confidential Information is: (i) previously known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality; (ii) publicly known or becomes publicly known through no breach of This Agreement by the Receiving Party; (iii) rightfully received from a third party under no confidentiality obligation with respect to the Confidential Information; or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

11.   Feedback.  If You provide Talentful with any suggestions, comments or other feedback relating to any aspect of the Website, Platform and/or Service ("Feedback"), Talentful may use such Feedback in the Website or in any other Talentful products or services (collectively, "Talentful Offerings"). Accordingly, You agree that: (a) Talentful is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to Talentful, (c) Talentful (including all of its successors and assigns and any successors and assigns of any of the Talentful Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Talentful Offerings, and (d) You are not entitled to receive any compensation or re-imbursement of any kind from Talentful or any of the other users of the Website in respect of the Feedback.

12.   Termination. Either party may terminate this Agreement immediately for convenience at any time upon the provision of written notice to the other party. Additionally, Talentful may, under certain circumstances and without prior notice, immediately terminate Your ability to access the Website or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of this Agreement any other agreement that You may have with Talentful (including, without limitation, non-payment of any fees owed in connection with the website or otherwise owed by You to Talentful), (b) requests by law enforcement, court order, or other government agencies, (c) discontinuance or material modification to the website (or any part thereof), (d) unexpected technical, security or legal issues or problems, (e) if the provision of the Services is or may become illegal; and/or (f) participation by You, directly or indirectly, in fraudulent or illegal activities. You acknowledge and agree that all terminations may be made by Talentful in its sole discretion and that Talentful shall not be liable to You or any third-party for any termination or any damages incurred as a result of termination of Your access to this Website. Any termination of this Agreement by Talentful shall be in addition to any and all other rights and remedies that Talentful may have. 

13.   Effect of Termination.  Upon termination of this Agreement, you access to the Platform and Services will immediately cease.  It is not Talenful’s policy to provide refunds, and accordingly, if this Agreement is terminated part-way through any then-current term, you will not be entitled to any refunds of any amounts you have already paid to Talentful. 

14.   DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS.  THE WEBSITE, PLATFORM AND SERVICES, AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED "AS IS" AND “AS AVAILABLE.” TALENTFUL SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL.  TALENTFUL DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND TALENTFUL SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY.  TALENTFUL WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE.

15.   LIMITATION OF LIABILITY.  UNDER NO CIRCUMSTANCES SHALL TALENTFUL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THIS WEBSITE, TALENTFUL APP OR THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR TALENTFUL APP, OR (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE.  THESE LIMITATIONS SHALL APPLY EVEN IF TALENTFUL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TALENTFUL’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY U.S. DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID TALENTFUL IN THE PRIOR 6 MONTHS (IF ANY).  THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. 

16.   INDEMNIFICATION.  YOU SHALL INDEMNIFY AND HOLD TALENTFUL AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), INCURRED IN CONNECTION WITH YOUR USE OF THE SERVICES, ANY MATERIALS, INFORMATION OR DATA SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE SERVICE, INCLUDING ANY INFORMATION THAT VIOLATES THE PRIVACY RIGHTS OF ANY INDIVIDUAL AND/OR ANY VIOLATION BY YOU OF THESE TERMS OF USE.

17.   Availability & Updates.  Talentful may alter, suspend, or discontinue this Website at any time and for any reason or no reason, without notice. The Website, Platform and Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons.  Talentful may periodically add or update the information and materials on this Website without notice.   

18.   Security.  Information sent or received over the Internet is generally unsecure and Talentful cannot and does not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information. 

19.   General.  These Terms of Use, together with any privacy policy that may be published on the Website, constitutes the entire agreement between the parties relating to the Website and Service and all related activities.  The parties intend that their relationship to one another is that of an independent contractor and nothing in these terms creates the relationship of agent, partner, representative, joint venture or employment relationship between the parties.  These terms of use shall not be modified except in writing signed by both parties or by a new posting of these terms of use issued by Talentful. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Talentful to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.  Any waiver of any right or provision by Talentful must be in writing and shall only apply to the specific instance identified in such writing.  You may not assign the terms of use, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without Talentful’s prior written consent. This Agreement shall be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.  The parties hereby agree to submit to the jurisdiction of the Courts of the Province of British Columbia.

 

Last updated:  March 30, 2016.