1.1 Free trial or freemium use of our site or services

If you register for a free trial (“freemium”) use of one or more of our site or services, we will make the applicable site or services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period of the applicable site or services (unless terminated by you earlier), (b) the start date of the paid (“premium”) subscription period for the applicable site or services, or (c) termination by us in our sole discretion, which may or may not be related to your adherence to the terms of our usage policies. Any data that you enter or update into our site or services, and any customizations made to the site or services during the free trial will be permanently lost unless you (a) purchase the corresponding paid subscription plan for the account, or (b) purchase applicable site or service upgrades.

1.2 Fees and Payments

Our site and services are available under subscription plans of various durations. Your subscription will be automatically renewed at the end of each subscription period unless you inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the form of payment last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different form of payment, if such form of payment is supported by our site or services. If you do not wish to renew the subscription, you must inform us at least fifteen days prior to the renewal date. If you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized us to charge the subscription fee to the form of payment last used by you.

IMPORTANT: Please note that we do not have any refund policy at this time, and payments made for paid subscription to our site and services are non-refundable. Also, once you start the paid subscription to our site or services, you CANNOT downgrade to a freemium plan. If you wish to downgrade to a freemium plan, you will need to delete your paid subscription account and data permanently and then register again to create a new freemium account.

From time to time, we may change the price of any service provided at our site or as part of our services, or we may charge for use of services that are currently available free of charge as part of our freemium plan.

In the event any tax such as GST, VAT, sales tax or the like is chargeable by talent.exchange in accordance with any local, state, provincial or foreign laws with respect to your subscription to our site or services ("Taxes"), we will invoice you for such Taxes. You agree to pay us such Taxes in addition to the subscription fees. We shall provide you with an invoice in the format prescribed by the applicable local, state, provincial or foreign laws to help you avail the applicable input tax credit for the Taxes so paid.

2.1 We allow you to use TALEX and related services

IMPORTANT: We give you ‘limited license to use’ the site. You may access or use our site and services only as long as you follow and abide by the terms and conditions of our usage policies.

You need to sign up for a user account by providing all required information to access or use our site or services. If you represent an organization and wish to use our site or services for corporate internal use, we recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address. You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and (b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, we may terminate your user account and refuse current or future use of any or all of our site or services.

We will make best efforts to ensure our site and services are safe and working as they should, but we cannot guarantee you will have continuous access to our site and services. We also cannot guarantee that the safety of content uploaded or posted on our site by users or third parties. We, however, reserve the right to update or change any content uploaded or posted by us if it is flagged by users or third parties as unsafe for users of the site. We reserve the right to stop providing certain features of our site or services completely without any notice to users.

2.2 We can stop you from using our site and services

IMPORTANT: We can take away your right to use our site or services at any time.

If you violate our usage policies, misuse your right or license to use our site or services, or fail to follow the guidelines, terms and conditions of our usage policies, we can stop your access to TALEX and reserve the right to take away your license to use our site or services. If this happens, your license to use our site or services will be terminated and once we inform you of such termination of license, you must stop using our site and services immediately.

2.3 We retain ALL rights to our intellectual property

We retain and keep ALL rights to our intellectual property, including the intellectual property of our site and services. We allow you to use our site and services, but it does not mean that you can use any of our trademarks, service marks, intellectual property, including but not limited to our copyrights and patents.

Our logos and names of our site and services are our trademarks and may be registered in certain jurisdictions. Any other product or company logos, names, marks and symbols you see on TALEX may be trademarked by our partners or other users like you.

2.4 Third party applications

Our site and services may integrate with many third party applications (“Third Party Applications”). Access and use of the Third Party Applications may require acceptance of terms of service and privacy policies applicable to such Third Party Applications ("Third Party Terms"). You are responsible for reading and understanding the Third Party Terms before accessing or using any Third Party Application. You acknowledge and agree that we are not liable for any Third Party Applications. While we will try to provide you with advance notice, whenever reasonably possible, you acknowledge and agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from our site or services, any Third Party Application, without any liability to you, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses.

2.5 Organization accounts and administrators

When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure our site or services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.

You are responsible for (a) ensuring confidentiality of your organization account password, (b) appointing competent individuals as administrators for managing your organization account, and (c) ensuring that all activities that occur in connection with your organization account comply with our usage policies. You understand that we are NOT responsible for account administration and internal management of our site or services for you.

You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to [email protected], provided that the process is acceptable to us. In the absence of any specified administrator account recovery process, we may provide control of an administrator account to an individual providing proof satisfactory to us demonstrating authorization to act on behalf of the organization. You agree not to hold us liable for the consequences of any action taken by us in good faith in this regard.

3.1 You can use TALEX to share your content with the world

3.1.1 You are responsible for the content you upload or post on our site

You are responsible for the ways in which you use our site and anything you upload or post on it. If someone makes a claim against us because of anything you store or post on our site, you agree to indemnify us and compensate us for our legal fees and expenses.

You take full responsibility for the content that you upload or post on or through our site, including content you may give to us for posting. For abundant clarity, in other words, we are NOT responsible for the content that you upload or post on or through our site, including content you may give to us for posting. You also agree to only upload or post content on our site that:

• you have the right to upload or post
• you have the consent and authority from the third party to upload or post, if such content belongs to, or includes information of, that third party
• is legal
• does not violate the rights of any third party, including privacy rights and intellectual property rights

You ACKNOWLEDGE and AGREE that you, and you alone, and NOT talent.exchange or our affiliates, are responsible for any harm caused to anyone by your content and you will indemnify us and compensate and defend us, our directors, employees, authorized representatives and partners against any legal or government action that we may be subjected to, or related costs or expenses that we may have to incur, because of your content.

3.1.2 You assign rights to us for some of your content uploaded or posted on our site

You give us and our affiliates a permanent, irrevocable, royalty-free and non-exclusive worldwide license to use, edit and share the messages posted by you in any format and your user profile details with other users, partners and clients that we think may be interested in your content for the mutual benefit of your business, our business and the business of such other users, partners and clients as part of day-to-day business activities related to the purpose of TALEX.

For abundant clarity, the CV files content that you upload to our site will remain your private ownership on our site, if you have the right to own or represent the content in such uploaded CV files. However, there are a few conditions where such content may be co-owned with us, or may be deleted by us, or may also be owned by other users:

• The CV files content uploaded by you to our site may be co-owned by us if you provide exclusive rights to us for such content to be co-owned and shared with us.
• The CV files content uploaded by you to our site may be deleted by us if you DO NOT have exclusive rights to use such content if such content relates to a third party and if that third party has informed us of unauthorized use of such content by you. In such an event, we will inform you of the deletion of such content. You acknowledge your understanding that such unauthorized misuse of third-party content, including but not limited to CV files, on our site may result in us stopping you permanently from using our site.
• The CV file content uploaded by you may be independently sourced, uploaded and stored by other users of our site. This is a very normal industry practice among recruiters, recruitment agencies, companies and other entities involved in the recruitment process and in the recruitment function across industries. Therefore, such independently sourced CV file content by multiple users of our site will remain private ownership of each such user, if each such user has the right to own or represent the content in such uploaded CV files.

For the non-CV file content, including messages in any format, that you post on our site, you give each user and site visitor the right to access and use your content through the site, and also the right to use, copy and share such content posted by you, as long as they follow the usage policies of our site and services, and as long as they follow the law.

You also give us the rights to use your user profile details when we promote any of our features through advertisements. You provide us the rights to show advertisements near your content and information on our site, without compensating you.

3.1.3 We welcome your ideas

We are open to receiving your comments, thoughts, feedback, suggestions and ideas (let us call them collectively as ideas) about our site and services. If you do share such ideas voluntarily with no prior written communication from us seeking such ideas from you with promise of compensation to you for such ideas, then you agree that your ideas are pro bono and unsolicited, and you do not expect anything in return for such unsolicited ideas.

For abundant clarity, we shall reserve the right to use, modify or share your unsolicited ideas free of charge as it best suits our needs, without any obligation to give you anything for such unsolicited ideas. If you do share or send any ideas to us, you agree and acknowledge that we may already have thought of such ideas or received them from other users, and we have the right to use your ideas, similar ideas or related ideas as we deem fit, without any obligation to give you anything for such unsolicited ideas.

3.2 All users are responsible for the content they upload or post on our site

Users of our site and services, and not us, are responsible for the content they upload or post on our site.

Any content represents the views of the user that is sharing the content. TALEX is not responsible for the views represented in the content by any user of our site and services. We are also not responsible or accountable for the accuracy and reliability of any content uploaded or posted by the users of our site and services, unless such users were legally working for us and were authorized by talent.exchange to share or post such content on our site and services.

Our site may contain links or access points to third-party websites, apps or applications. Such third-party websites, apps or applications may not be owned or run by us. If our site or services use any link or access point that goes to third-party websites, apps or applications, it does not mean that we endorse such third-party websites, apps or applications, or any content or functions of such third-party websites, apps or applications.

3.3 You have the right to submit copyright complaints to us

We are committed to following copyright and related laws of the U.S.A. Our site users and visitors also need to follow the copyright and related laws of the U.S.A. You cannot use our site to store or share any content or ideas that infringes the intellectual property rights of other users or infringes their rights under the U.S.A. copyright laws.

If you own copyright to any content which you believe is being infringed upon by any user on our site, you can write to us at [email protected] along with the proof of your copyright ownership of such content to take down such content from our site.

3.4 You are responsible for your account

You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to [email protected]. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access or use of your user account, or otherwise.

4.1 You are NOT allowed to upload or post unacceptable content on our site

You cannot do, upload, post, offer, share, support, find or search anything, or encourage or incite other users or third-parties to do, upload, post, offer, share, support, find or search anything, on our site that:

• is illegal or harmful
• is violent, defamatory, derogatory, or discriminatory, either generally or towards a specific person or group of persons, including anyone who is part of a legally protected group of persons
• can cause harassment to others
• is sexually explicit or related to sex work or escort services
• is related to terrorism of any form
• is in any way related to child exploitation
• would infringe on any intellectual property rights, including trademarks, service marks, copyrights, and patents
• would violate our terms of service, or another website’s terms of service, or any similar contracts
• would go against generally accepted ethical or professional standards or policies, including plagiarism
• misrepresents the content of third parties, including CV files of candidates, etc.
• involves purchasing, arranging or requesting a fake review
• is connected in any way to making or sharing misleading content (like ‘deep fakes’ or ‘fake news’) which is intended to deceive others

4.2 You are NOT allowed to act in a misleading or fraudulent way on our site

You cannot do anything that is misleading, fraudulent, dishonest, unethical or meant to cheat or fool other users or third parties on our site.

You cannot misrepresent yourself, your data, your content, your user profile data, or the CV files that you upload, store and share through our site.

You cannot misrepresent or lie about the experience, skills, education or professional qualifications of the job applicants that you represent through the CV files that you upload, store and share through our site.

Furthermore, on our site, you cannot:

• use someone else’s profile or identity as your own
• use a profile picture that is not you
• misrepresent your identity
• impersonate any person or entity, including our official representatives
• create a false identity to mislead any person as to the identity or origin of any communication
• falsely attribute any statements to any person or entity, including our official representatives
• represent any job applicant or their CV profiles on our site if you and the job applicant has asked you not to be represented by you on our site
• falsely claim or imply that you are representing or connected to a person or organization, including us, if you are not the official representative of such person or organization, including us

Our limited license to use is made available only to the users who have signed up to our site or services. Therefore, if you are a user of our site or services, you cannot allow anyone else to use your account on our site or services. You cannot mislead others by allowing someone else to use your account. We reserve the right to terminate your license to use our site or services if we find you are sharing your account access or account usage with someone else.

4.3 You are NOT allowed to treat others unfairly on our site

You must treat others fairly and legally on our site.

You cannot use our site or services to:

• upload, post or share fake job applicants or job posts
• express an unlawful preference in a job post
• represent a job applicant with unlawful preference
• unlawfully discriminate against any person or entity
• encourage or incite violence
• host, display, upload, modify, publish, transmit, store, update or share any information that belongs to another person or entity and to which you do not have any right, including personal information, personally identifying information, sensitive information, private information or confidential information of any person or entity with respect to which you do not have consent or permission from such person or entity
• use our site or services in any manner that threatens the unity, integrity, defence, security or sovereignty of any nation, friendly relations between countries, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any country
• spam other users, third parties, job applicants or clients by calls, messages, emails, or any form of communication generated via our site or services, for any purpose whatsoever
• use our site or services for transmitting information that is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person
• make or demand bribes, fee or payments from job applicants or any person or entity for representing them to clients via our site or services
• violate any applicable local, state, national or international law
• share or exchange unlawful or unrelated information or views with any user or third party via our site or services (for example, information or views related to politics, religion, faith, belief, terrorism or violence in any form, etc.)

For abundant clarity, you further agree to be solely responsible for the contents of your transmissions through our site or services. You agree not to use our site or services for illegal purposes or for the transmission of material that is unlawful, defamatory, insulting, harassing, libellous, invasive of another's privacy (including bodily privacy), abusive, threatening, harmful, vulgar, pornographic, paedophilic, harmful to children, obscene, racially or ethnically objectionable, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another person or entity. You agree not to use our site or services for the transmission of "junk mail", "spam", "chain letters", “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to our site or services if there are reasonable grounds to believe that you have used our site or services for any illegal or unauthorized activity.

4.4 You are NOT allowed to abuse our feedback or rating system

You must use the feedback or rating system legally, honestly, and fairly on our site.

You cannot:

• coerce another user by threatening negative feedback or rating
• offer or accept fake services to improve your feedback or rating
• do feedback building on our site

4.4.1 You are NOT allowed to misuse our site

On our site, or related to our site or services, you cannot:

• share or give away your account on our site to any other person or entity
• have multiple accounts on our site
• sell, trade, sub-license or give your account to anyone for any purposes without our permission
• transfer the site or services, or otherwise make them available to any third party
• provide any service based on our site or services without prior written authorization from us
• promote or advertise other websites, apps, applications, products, services or organizations on our site
• interfere with our technology or tamper with our site or services, or use our site or services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, or resource of talent.exchange
• bypass any security features or restrictions in our site
• interfere with or compromise our site, services or systems in any manner that disrupts the integrity, security or performance of our site or services, its components and data contained therein, including but not limited to the integrity, security or performance of our servers, applications, storage infrastructure, networks or transmissions
• use a robot, spider, scraper, or any similar mechanisms on our site without our written authorization
• copy, distribute or otherwise use any information you found on TALEX, whether directly or through third parties (like search engines or web scrappers), without our written authorization
• do scrapping of our site
• collect or use personally identifying information, including account names or any details of other users
• attack our site with DOS, DDOS or other similar attacks that could disrupt the functioning or performance of our site
• upload, store or push unreasonable or large amount of information to our site that can overwhelm our site
• use our site or services to send, store or introduce any material containing any malware, software trojans, worms, viruses, or any other harmful computer codes, files, scripts or programs, that could harm our site, our services, us, our users, or customers
• access our site or services through any technology other than our app or application interfaces
• attempt to gain unauthorized access to our site and services or its related systems or networks
• frame or link to our site or services without our written authorization
• use the third party links to sites without agreeing to their website terms and conditions
• use our site or services
  
  • to build a similar site or service
  • to identify or poach our users
  • to perform or publish any performance, competitive or benchmark analysis related to our site or services
• remove or obscure any proprietary or other notices contained in our site or services
• reverse engineer, disassemble, decompile, decipher, modify, or take source code from our site, except open-source code, without our written permission.

5.1 Enforcement of our usage policies

We reserve the right to review any potential violations of our usage policies, and might decide to pause, change or delete any content on our site when we do such review.

We cannot guarantee that we will take action against every violation, but just because we do not take action against a violation or breach of our usage policies, it doesn’t waive our right to take action against any future violation or breaches, irrespective of whether the future violation or breaches are related to the first or earlier violation or breaches.

If we do suspect violation of our usage policies by you, then we can stop you from using our site at any time. If we disable, suspend, or delete your account, you will not be able to use our site or any of our services. However, the following will continue:

• Our rights to use and share your feedback
• Our users’ and visitors’ rights to share your non-CV file content
• Your agreement to all usage policies laid out in section 4 in these terms of service

5.2 Inform us if you notice someone violating our usage policies

If you notice or believe anyone violating any of our usage policies and terms of service, please inform our customer service team at [email protected] to report such violation.

If we follow up on the violation or breach reported by you, you agree to help us with our investigation or the investigation by any government agency for such violation or breach, and take reasonable steps to help us fix the problem created due to such violation or breach.

5.3 Complaints

If we receive a complaint from any person with respect to your activities as part of use of our site or services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy us at [email protected] in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your consent to disclosure of your name and contact information by us to the complainant.

5.4 Communications from us

Our site or services may include certain communications from us, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using our site or services.

5.5 Inactive user accounts policy

We reserve the right to terminate free trial or unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination.

5.6 Hosting location

THE CLOUD FACILITY FROM WHICH YOU ARE SERVED IS LOCATED IN THE UNITED STATES OF AMERICA. In future, we may migrate your account or require you to migrate your account to a different cloud facility in the event of any updates to the region/country to cloud facility mapping. You must not mask your internet protocol (IP) address at the time of sign-up since your region/country is determined based on your IP address.

5.7 Sample data for demonstration

We may provide sample files and applications for the purpose of demonstrating the possibility of using our site or services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. We make no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

5.8 Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF OUR SITE OR SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF OUR SITE OR SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM US, OUR EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN OUR USAGE POLICIES.

5.9 Limitation of Liability

YOU AGREE THAT WE SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE OUR SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL OUR ENTIRE LIABILITY TO YOU IN RESPECT OF OUR SITE OR SERVICES, WHETHER DIRECT OR INDIRECT, EXCEED US DOLLARS TWO HUNDRED AND FIFTY ($250) OR THE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY, WHICHEVER IS HIGHER.

5.10 Indemnification

You agree to indemnify and hold harmless talent.exchange, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used our site or services in violation of another party's rights, in violation of any law, in violations of any provisions of our usage policies, or any other claim related to your use of our site or services.

5.11 Governing law and jurisdiction

Any controversy or claim arising out of or relating to our usage policies shall be settled and adjudicated exclusively by the courts of Delaware, USA in accordance with the laws of Delaware, USA without regard to conflict of law principles.

5.12 Suspension and termination

We may suspend your user account or temporarily disable access to whole or part of our site or services in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to [email protected] within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.

In addition, we reserve the right to terminate your user account and deny access to our site or services upon reasonable belief that you have violated our usage policies and to terminate your access to any free trial or freemium plan in case of unexpected technical issues or discontinuation of the free trial or freemium plan. Termination of user account will include denial of access to all our sites and services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.