Effective as of July 1, 2012
The following describes the terms under which Talent, Inc. (“getTalent,” “we,” “our,” or “us”) provides the http://gettalent.com website and the getTalent software application (the “getTalent Service” or the “Service”) to users who have registered as members of the Service (“Members”) and to visitors to the http://gettalent.com.
If you establish a Member Account (as defined below) on behalf of a business, you represent that you are authorized to establish such an account on behalf of the business, and to bind the business to these Terms of Service.
Your use of this Service is expressly conditioned upon your acceptance of these Terms of Service and the following terms, conditions, and policies, including any future amendments (collectively, the “Agreement”):
Copyright Policy – http://gettalent.com/copyright
Changes and Modifications. getTalent reserves the right, at its sole discretion, to change, modify, add, or remove portions of this Agreement at any time. Though getTalent may attempt to notify you when major changes are made to this Agreement, you should periodically review the most recent version of this Agreement, which is always available from a link on our home page. Your continued use of the Service following the posting of changes will mean that you accept and agree to the changes. As long as you comply with this Agreement, getTalent grants you a limited, revocable, non-exclusive, non-assignable, non-sublicensable right to access and use the Service as it is intended to be used and in accordance with this Agreement and applicable law. We grant you no other rights, implied or otherwise.
Beta Services. We may offer certain portions of the Service as closed or open beta services (“Beta Service” or “Beta Services”) for the purpose of testing and evaluation. Such Beta Services may be discontinued at any time and for any reason, in our sole discretion. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid portion of the Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any Beta Service with or without notice to you. As with other portions of the Service, you agree that getTalent will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension, or discontinuance of any of the Beta Services for any reason.
Links To Other Sites. The Service may contain links to other affiliated or independent third-party websites, or embedded content from such websites (“Linked Sites”) generated by us or assessable through Member Content (as defined below). These Linked Sites are provided solely as a convenience to our Members and visitors. Such Linked Sites are not under getTalent’s control, and getTalent is not responsible for – and does not necessarily endorse the content or practices of – such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.
2. DESCRIPTION OF SERVICES
General Description. getTalent powers a technology platform that is designed to engage with, store, comment on, and share every member of the talent pipeline for discrete enterprises. It provides targeted social outreach and personalized relationship building; and paperless recruiting.
3. CONDITIONS OF USE
As a condition of use, you agree to the following:
- To use some portions of the Service, we require that you create and maintain a registered user account (“Member Account”), including establishing a user name and password with the Service. You are solely responsible for maintaining the confidentiality of your Member Account information, including your password, and for any and all activity that occurs under your Member Account. You agree not to share your account password with anyone. You agree to immediately notify getTalent of any unauthorized use of your Member Account or password, or any other breach of security.
- You must provide us with truthful and accurate information at all times, including during the creation of your Member Account.
- The Service allows Members to upload, transmit, publish, and disseminate text and other content (“Member Content”). No content made available through the Service, including Member Content, should be taken as a statement by or from getTalent, or its subsidiaries, directors, officers, employees, or licensors.
- You will not use the Service to harass, threaten, impersonate, or intimidate anyone.
- You will not upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.
- You will not upload, post, email, transmit, or otherwise make available any content that is in violation of copyright law, trademark law, or any other law protecting intellectual property in any jurisdiction, or that violates an individual’s right to publicity or privacy.
- You will not upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “affiliate links,” or any other form of solicitation.
- You will not transmit any worms or viruses or any code of a malicious or destructive nature.
- You will not copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof.
- You will not access the Service using any automated means, including, without limitation “robots,” “spiders,” and “offline readers.”
- You will not violate any laws in your jurisdiction, and you will not use the Service for any illegal or unauthorized purpose.
4. MEMBER CONTENT
When you upload or otherwise provide Member Content to or through the Service, you retain ownership of any copyright (and any other rights) you already hold in your Member Content. You also represent and warrant that, with respect to all Member Content that you upload, transmit, publish, and disseminate through the Service, that (a) you have all the rights and/or licenses necessary to use, reproduce, publish, display publicly, perform publicly, distribute or otherwise exploit such Member Content in connection with the Service, and to grant to getTalent the licenses set forth in this Agreement; and (b) the Member Content will not infringe or otherwise violate the copyright, trademark, or any other right – including, but not limited to, the rights of publicity or privacy – of any third party.
By submitting Member Content as set forth above, you hereby grant to getTalent and its successors, assigns, and third party service providers, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, create derivative works based on, distribute, publicly display, and publicly perform, the Member Content in any medium and by any means currently existing or yet to be devised – to the extent reasonably necessary for the Service to be delivered. You also hereby grant to each visitor to and Member of the Service a worldwide, non-exclusive license to access, view, copy, modify, distribute and/or publicly display your Member Content solely as permitted by the Service. If you do not wish to allow other users to search and view Member Content you have uploaded to the Service, you may opt out by sending an email to firstname.lastname@example.org and indicating that you do not wish for your Member Content to be available to others.
getTalent makes Member Content available at its sole discretion and may disable access to any Member Content at any time and for any reason. By using the Service, you acknowledge and agree that getTalent does not guarantee access to and/or hosting of Member Content that is published or disseminated through the Service. For example, if Member Content violates these Terms of service, access to it may be disabled. Also, if a particular piece of Member Content creates too large a demand on the Service, it may result in access to the content being temporarily or permanently disabled.
5. COPYRIGHT POLICY
If you believe that getTalent, or any Member using the Service, has violated a copyright you claim in your work, please contact us pursuant to the Digital Millennium Copyright Act (“DMCA”) at email@example.com and review our copyright policy, available at http://gettalent.com/copyright, for more details on how to properly notify us of a DMCA issue.
6. GETTALENT’S INTELLECTUAL PROPERTY
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, content, and computer code (collectively, “getTalent Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel,” and arrangement of such getTalent Content, contained in the Service is owned, controlled, or licensed by or to getTalent, and is protected by trade dress, copyright, patent, and/or trademark laws, and various other intellectual property and other rights. Your Member Content (as defined above) is not getTalent Content.
Except as expressly provided in this Agreement or otherwise permitted by law, no getTalent Content may be used, copied, reproduced, modified, republished, uploaded, posted, publicly displayed, publicly performed, publicly performed by means of a digital audio transmission, encoded, translated, transmitted, or distributed in any way to any other computer, server, website, or any other medium for publication or distribution or for any commercial enterprise or purpose, without getTalent’s express prior written consent.
7. PAYMENT AND ELECTRONIC COMMUNICATIONS
You are expressly agreeing that getTalent is permitted to bill you the applicable fees, any applicable tax, and any other charges you may incur with getTalent in connection with your use of the Service, and that the fees will be billed to the credit card you provide during creation of your Member Account in accordance with the billing terms in effect at the time a fee or charge is due and payable. If payment is not received or cannot be charged to your credit card for any reason in advance, getTalent reserves the right to either suspend or terminate your Member Account and access to the Service. All fees are non-refundable. If you access any portion of the Service through your cellular phone, you acknowledge and agree that your use of the Service may be subject to additional fees charged by your cellular phone service provider.
If you have purchased a paid subscription to the Service, your subscription will automatically renew for additional, successive subscription periods equal in duration to the initial subscription period, unless you have terminated your subscription prior to the next renewal period. You may terminate your subscription to the Service at any time and you will not be obligated to pay any additional fees for upcoming subscription renewal periods; but any subscription fees you have paid in advance will not be refunded. You acknowledge and agree that getTalent will automatically charge your credit card on record with getTalent for the then-current subscription period upon the commencement of any renewal period.
8. VIOLATION OF THIS AGREEMENT – TERMINATION
You agree that getTalent may, in its sole discretion and without prior notice, terminate your access to the Service and/or block your future access to the Service for any reason, including, but not limited to, a violation of this Agreement or other agreements or guidelines which may be associated with your use of the Service. For example, it is getTalent’s policy to terminate the account of Members who repeatedly violate the copyrights of third parties.
If getTalent takes any legal action against you as a result of your violation of this Agreement, getTalent will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to getTalent. You agree that getTalent will not be liable to you or to any third party for termination of your access to the Service.
Any rights or licenses you grant to getTalent, or its visitors or Members, during the term of this Agreement – including, but not limited to, the license granted in connection with your publication of Member Content – shall survive termination of this Agreement.
9. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GETTALENT AND ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AND LICENSORS (THE “GETTALENT AFFILIATES”) EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR ANY WARRANTY OR CONDITION ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. GETTALENT AND GETTALENT AFFILIATES MAKE NO WARRANTY THAT (a) THE SERVICE WILL MEET YOUR REQUIREMENTS; (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) MEMBER CONTENT WILL BE HOSTED AND/OR TRANSMITTED WITHOUT INTERRUPTION OR CESSATION; (d) ANY PRODUCTS, SITES, INFORMATION OR OTHER MATERIAL, WHETHER IN TANGIBLE OR INTANGIBLE FORM, PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS OR ANY STANDARD OF QUALITY; AND (e) ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICE OR RELATED SOFTWARE WILL BE CORRECTED.
ANY MATERIAL, INFORMATION, OR DATA DOWNLOADED, VIEWED, SHARED, OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER DAMAGE THAT MAY RESULT FROM THE DOWNLOADING, VIEWING, SHARING, OR OTHERWISE ACCESSING OF SUCH MATERIAL. NO ADVICE, REPRESENTATION OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GETTALENT OR THROUGH THE GETTALENT.COM WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
ALL CONTENT MADE AVAILABLE THROUGH THE SERVICE, INCLUDING MEMBER CONTENT, IS SOLELY THE OPINION OF THE PARTY RESPONSIBLE FOR ITS PUBLICATION. NO SUCH CONTENT, INCLUDING MEMBER CONTENT, AND NO STATEMENT MADE BY, ON, OR THROUGH THE SERVICE SHALL BE ATTRIBUTABLE TO GETTALENT OR GETTALENT AFFILIATES.
10. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT GETTALENT AND GETTALENT AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY LOSS OF PROFITS, GOODWILL OR BUSINESS REPUTATION; ANY LOSS OF DATA; ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR ANY OTHER INTANGIBLE LOSSES. THIS ALSO INCLUDES ANY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU AS A RESULT OF (a) ANY CONTENT MADE AVAILABLE THROUGH THE SERVICE, (b) ANY CHANGES THAT GETTALENT MAY MAKE TO THE SERVICE; (c) ANY PERMANENT OR TEMPORARY CESSATION OF THE SERVICE; (d) THE DELETION OR CORRUPTION OF OR FAILURE TO STORE ANY MEMBER CONTENT MAINTAINED THROUGH THE SERVICE; OR (e) YOUR FAILURE TO KEEP YOUR PASSWORD OR MEMBER ACCOUNT DETAILS SECURE. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY ABOVE SHALL APPLY IRRESPECTIVE OF THE THEORY OF LIABILITY, INCLUDING CONTRACT (INCLUDING FUNDAMENTAL BREACH), WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHER THEORY, EVEN IF WE (OR OUR AFFILIATES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU SPECIFICALLY ACKNOWLEDGE THAT GETTALENT AND GETTALENT AFFILIATES SHALL NOT BE LIABLE FOR ANY MEMBER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
11. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND, IN SUCH INSTANCES, GETTALENT AND GETTALENT AFFILIATES’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You will indemnify and hold getTalent and/or the getTalent Affiliates harmless from and against any and all liabilities and costs (including reasonable attorneys’ fees) incurred by getTalent and/or the getTalent Affiliates arising out of or in any way connected with your access to or use of the Service. For example, but not by way of limitation, this indemnity extends to any Member Content which you publish or disseminate using the Service or any claim arising out of your breach of the Agreement. getTalent reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
13. GENERAL TERMS
Entire Agreement. This Agreement is the whole legal agreement between you and getTalent. It governs your use of the Service and completely replaces any prior agreements between you and getTalent with respect to the Service.
Governing Law. You agree that all matters relating to your access to or use of the Service, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the State and Federal courts in San Francisco County, California, and waive any objection to such jurisdiction or venue.
Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Such arbitration shall take place in San Francisco County, CA, unless another venue is agreed to by the parties. In any dispute between the parties subject to arbitration or otherwise, the prevailing party shall be entitled to an award of reasonable attorney fees.
Statute Of Limitations. Regardless of any statute or law to the contrary, any claim that you or getTalent may have under this Agreement must be brought to the attention of the other party in writing within one (1) year after the cause of action arises, or such claim or cause of action is forever barred. You agree that, regardless of any statute or law to the contrary, any claim that you or getTalent may have under this Agreement must be brought within eighteen (18) months after the cause of action arises, or such claim or cause of action is forever barred.
Severability of Terms; Non-waiver of Terms; Assignment. If any portion of the Agreement is held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Agreement enforced as written. If getTalent does not exercise or enforce any legal right or remedy including those contained in the Agreement or arising under applicable law, this will not be taken to be a formal waiver or relinquishment of our rights. getTalent may assign or delegate all rights and obligations under the Agreement, fully or partially.
Notices. getTalent may provide you with notices, including those regarding changes to the Agreement, by email, regular mail, or postings to the Service. If you have general questions or concerns regarding these Terms of service, please contact us in writing at info@getTalent.com.