1. The Service

The Service is offered on a software-as-a-service subscription basis subject to the Terms. Take Talent retains all rights to the Service. We may change the Service in our sole discretion from time to time as we refine it and add more or other features. We may also stop, suspend, or modify the Service at any time without prior notice to you, in any circumstances we reasonably determine to be necessary, including but not limited (i) to perform essential repairs/maintenance to the Service; (ii) where your use of the Service is in breach of your obligations under this agreement; (iii) where payment of the fees for the Service are not paid in a timely manner. We also may impose limitations on bandwidth usage for the Service as we, in our sole discretion, determine to be appropriate.

You acknowledge and agree that the Service operates on, or with, or using application programming interfaces (“APIs”) and/or other services operated or provided by third parties (“Third Party Services”). Take Talent is not responsible for the operation of any Third Party Services, nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third Party Services. You are solely responsible for procuring any and all rights necessary to access Third Party Services and for complying with any applicable terms or conditions thereof. Take Talent does not make any representations or warranties with respect to Third Party Services. Any exchange of data or other interaction between you and Third Party Services is solely between you and that third party, and is governed by such third party’s terms and conditions.

2. Pricing and Payment

You shall make payment for the fees as specified in the Terms. All fees are exclusive of all applicable taxes, and you agree to pay any and all taxes that you are obliged to pay by law in relation to any transaction between you and Take Talent. All payments shall be made in US dollars, unless agreed otherwise in the Terms. All payment will be due within 30 days of the date of the invoice, unless agreed otherwise in the Terms. If you do not make payment when due, in addition to our rights under Section 1, Take Talent may charge interest on the unpaid amount at the lesser of 1.5% per month or the maximum rate allowed by law.

The Terms will specify the usage limitations applicable to your use of the Service, which may include the maximum number of authorised users and agreed bandwidth. You agree to keep a record of your usage of the Service, including the number of users. Take Talent reserves the right to monitor your actual use of the Service. Where your actual use exceeds the limitations agreed in the Terms, upon receipt of Take Talent’s invoice, you shall pay additional fees proportionate to your excess use for the remainder of the term. Any credits due to you will be applied on the next invoice against the amounts then due.

3. Content

In order to make use of the Service, you or your users may upload, create, or input information, (personal) data, documentation, and other materials (together, “Content”) into the Service. You have sole responsibility for all Content which you store in the Service, whether publicly posted or privately transmitted by you. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service. If you use or rely on any Content or materials posted via the Service or obtained by you through the Service, it is at your own risk. Take Talent disclaims all liability as regards any of your Content, and will not be liable for (i) any loss or damage of any kind incurred as a result of the use of any Content in the Service, (ii) any losses, costs, or expenses resulting from the loss or corruption of your Content, and/or (iii) any third party claims relating to your Content.

You agree not to upload Content to the Service that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any Content that you post does not and will not violate third party rights of any kind, including, without limitation, any intellectual property rights of third parties, or rights of privacy. We reserve the right to reject and/or remove any Content that we believe, in our sole discretion, violates the Terms.

We also reserve the right to access, read, preserve, and/or disclose any information as we reasonably believe is necessary to (i) perform the Service, (ii) satisfy any applicable law, regulation, legal process or governmental request, (iii) enforce the Terms, including investigation of potential violations, (iv) detect, prevent, or otherwise address fraud, security or technical issues, (v) respond to user support requests, or (vi) protect the rights, property or safety of Take Talent, its users and/or the public.

You retain full ownership of your Content, but you hereby grant us a worldwide, non-exclusive, irrevocable, transferable, royalty-free license (with the right to sublicense) for the term of the Service, to use, copy, reproduce, process, adapt, modify, publish, transmit, edit, translate, make derivatives, display and distribute any and all Content in connection with providing the Service. This license also includes the right to modify or adapt your Content as part of the Service in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media. You also extend these rights to the Third Party Services with whom we work to provide the Service. You represent and warrant that you have the rights and authority necessary to grant the rights granted herein to any Content that you submit, including all necessary rights to upload your content for use in accordance with the Terms.

With subscription from you, we may use your name and logo on our website located at https://business.taketalent.com for the purpose of marketing Take Talent and the Service. Use of your name and logo on the website will be revocable by you for any reason, at any time, provided you exercise this right in writing.

4. Acceptable uses of Take Talent

Take Talent is trusted by its users, and we trust you to use our Service responsibly. You agree not to misuse the Service. For example, you must not, and must not attempt to use the Service to or for (i) any unlawful purposes or for promotion of illegal activities; (ii) post any Content in violation of any applicable law, including intellectual property laws and right of privacy or publicity laws, or any contractual obligation; (iii) impersonate others, or otherwise misrepresent your affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others; (iv) publish or post other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers; (v) send spam; (vi) publish or link to malicious content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy; (vii) access, tamper with, or use non-public areas of the Service, Take Talent’s computer systems, or the technical delivery systems of Take Talent’s providers; (viii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (ix) access or search the Service by any means other than our publicly supported interfaces (for example, “scraping”); (x) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information; (xi) interfere with, or disrupt, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service. This list is not exhaustive. You and all of your users agree to comply with all local laws regarding online conduct and acceptable content.

We may investigate and/or suspend your account if you violate any of the above rules. Furthermore, we reserve the right to immediately terminate your account without further notice in the event that, in our sole and absolute judgment, you violate the Terms, or abuse the Service.

Some use of our Service may require you to download a client software package (“Software”). Take Talent hereby grants you a limited, nonexclusive, non-transferable, revocable license to use the Software, solely to access the Service. Your license to use the Software will be automatically revoked if you violate the Terms and if your Service term ends. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Our Service may update the Software on your device automatically when a new version is available.

5. Your Account

You must provide us with accurate information when you create your Take Talent account. Your Take Talent account gives you access to the Service. We may maintain different types of accounts for different types of users or organizations. When you connect to Take Talent through a Third Party Service, you thereby give us permission to access and use your information from that Third Party Service (on such terms as are permitted by that service), and to store your log-in credentials for that service. You may never use another user’s Service account without permission.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with Take Talent or a Third Party Service. We encourage you to use “strong” passwords that use a combination of upper and lower case letters, numbers and symbols with your account. You agree not to disclose your password to any third party. Take Talent cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must notify Take Talent immediately upon becoming aware of any breach of security or unauthorized use of your account.

6. Support

Take Talent will provide Technical Support to you via email and Take Talent’s in-app messaging system on weekdays during the hours of 9:00 am through 5:00 pm CST, with the exclusion of Federal Holidays (“Support Hours”).  

You may initiate a helpdesk ticket during Support Hours using our in-app messaging system or by emailing support@business.taketalent.com.

Take Talent will endeavor to provide a response to all Helpdesk tickets within twenty four (24) hours.

7. Confidential Information

“Confidential Information” means all information and materials obtained by a party (the “Recipient”) from the other party (the “Disclosing Party”), whether in tangible form, written or oral, that is identified as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure, including without limitation any information about the business practices of either party and the Terms. Confidential Information does not include information that (a) is already known to the Recipient prior to its disclosure by the Disclosing Party; (b) is or becomes generally known through no wrongful act of the Recipient; (c) is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information; or (d) is received from a third party without restriction and without a breach of an obligation of confidentiality. The Recipient shall not use or disclose any Confidential Information without the Disclosing Party’s prior written permission, except as necessary for the provision or use of the Service. The Recipient shall protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own confidential information, but using not less than a reasonable degree of care. The Recipient may disclose Confidential Information to the extent that it is required to be disclosed pursuant to a statutory or regulatory provision or court order, provided that the Recipient provides prior notice of such disclosure to the Disclosing Party, unless such notice is prohibited by law, rule, regulation or court order.

These confidentiality obligations shall remain in effect for so long as the Confidential Information of the Disclosing Party is retained.