Terms of Service

This Master Terms (this "Agreement") is made by and between Talentbase, a division of Neutron Interactive, LLC ("Talentbase"), and the customer accepting this Agreement (electronically or otherwise) ("Customer"). The terms of this Agreement apply to the Services (defined below) provided by Talentbase to Customer hereunder and to any other products or services provided by Talentbase to Customer under this Agreement.

1. Definitions

"Confidential Information" means any and all confidential information relating to the Services, the Licensed Products, the related documentation, business methodologies and practices of a party, know-how, formulas, technical or non-technical data, product plans, financial and investment details, marketing and business plans or any documentation of any type similar to same; provided, however, Customer Content to be used in promotion of Customer's employment opportunities through the Services is not Confidential Information.

"Customer Content" means information, ideas, trademarks, logos, service marks or other materials provided by Customer to Talentbase in connection with provision of the Services hereunder by Talentbase.

"Effective Date" is the date on which the Customer accepts the Agreement. "Licensed Products" means the software, any related tracking code and any new releases and versions thereof that Talentbase provides from time to time to its customer base without additional charge in connection with the provision of the Services under this Agreement. "Party" or "Parties" means either Talentbase or Customer, or both.

"Services" means the online provision of talent sourcing and recruiting tools using the Licensed Products, the professional services provided applicable to such Services and any additional services.

2. Provision of Services; License Grant

2.1. Services. Talentbase will provide to Customer (a) all necessary codes, usernames or passwords needed to access the Services and (b) support necessary to utilize the Services.

2.2. License. Talentbase grants to Customer, a non-exclusive, non-transferable, non-sublicensable, limited license to use the Licensed Products solely for purposes of Customer's internal use of the Services, subject to the terms of this Agreement.

2.3. Restrictions. Customer agrees that it will not itself, or through any affiliate, agent or other third party: (a) sell, rent, lease, license or sublicense the Services or Licensed Products, (b) resell, wholesale, host or otherwise distribute the Services or Licensed Products to any third party, (c) attempt to modify, alter, decompile, disassemble, reverse engineer or otherwise decrypt the Licensed Products or any portion thereof, (d) create, generate or compile the source code of the Licensed Products or any portion thereof, (e) write or develop any derivative software or any other software program based upon the Licensed Products or any confidential information, (f) provide, disclose, divulge or make available to, or permit use of the Licensed Products or Services by any third party, (g) remove, obscure or alter any proprietary notices associated with the Services or Licensed Products or (h) aid or permit others to do any of the foregoing.

2.4. Ownership; Limitations. All rights, including, but not limited to, rights under the federal copyright and patent laws and the trade secret laws, to the Services, the Licensed Products and the related documentation are and shall remain the sole and exclusive property of Talentbase. Customer agrees not to challenge Talentbase's ownership or rights in and to the Licensed Products, the Services or the related documentation. Any modifications to the Licensed Products will be owned solely by Talentbase. Customer shall not apply, domestically or internationally, for any copyright or patent right with regard to the Licensed Products or any modification thereto. No rights or licenses to the Licensed Products, the Services or the related documentation other than those expressly granted in this Section 2 are granted, whether expressly, by implication or estoppel or otherwise. This Agreement shall not be construed in any way as the sale of the Licensed Products or the related documentation or any copy thereof, whether such copy is made by Talentbase or Customer.

3. Customer Responsibilities and Data

3.1. License to Customer Content. Customer grants to Talentbase permission to display Customer's logo, trademarks and Customer name on Talentbase's Internet website and in press and other public releases or filings.

3.2. Trademark Use Authorization. Customer shall complete and submit an intellectual property authorization to any third party reasonably necessary for Talentbase to perform the Services hereunder in such form as is requested by such third party.

3.3. Customer Accounts. Customer agrees to provide only accurate and complete information in any submission to Talentbase. Customer is solely responsible for the activity that occurs on its Customer account and for compliance with the terms of this Agreement including other parties that access the Services using its Customer account passwords and usernames. Customer agrees that the user names and passwords associated with its Customer account will not be stored on public computer systems. Customer will notify Talentbase immediately of any breach of security or unauthorized use of its Customer account. Talentbase will not be liable for Customer losses caused by any unauthorized use of its Customer account and Customer will be liable for all losses by Talentbase or others due to such unauthorized use.

3.4. Customer Content. Customer Content shall be the sole responsibility of Customer and all intellectual property rights thereto shall be the sole property of Customer. Talentbase shall have no duty to investigate the veracity or accuracy of or update or correct such data. Talentbase shall not be responsible or guarantee the truthfulness, accuracy or reliability of the Customer Content or any other communications posted by Customer or endorse any opinions expressed by Customer. Customer acknowledges that offensive, discriminatory, or illegal content is prohibited to be submitted to Talentbase in connection with the Services.

4. SERVICE AND LICENSE FEES

4.1. Fees and Expenses. Customer shall be responsible for all charges up to the amount as set by Customer (whether it be through an online account, written Service Order or otherwise), and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. If Customer has a good faith belief that it has been incorrectly billed by Talentbase, Customer must notify Talentbase in writing within thirty (30) days of the applicable invoice specifying the error and the adjustment or credit requested. Customer is responsible for paying reasonable expenses and attorneys fees Talentbase incurs collecting late amounts. To the fullest extent permitted by law, Customer waives all claims relating to charges unless claimed within 60 days after the charge (where applicable, this does not affect Customer's credit card issuer rights). Charges are solely based on Talentbase's measurements. To the fullest extent permitted by law, refunds (if any) are at the discretion of Talentbase and only in the form of credit for the Services. Customer acknowledges and agrees that any credit card and related billing and payment information that Customer provides to Talentbase may be shared by Talentbase with companies who work on Talentbase's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Talentbase and servicing Customer's account. Talentbase may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Talentbase shall not be liable for any use or disclosure of such information by such third parties.

4.2. Payment of Fees. Customer pays only for the Services already received. Talentbase bills the Customer in accordance with the billing policies for Services as set forth at www.talentbase.me/faqs.

4.3. Taxes. Customer will be liable for and shall pay each and every tax, levy, customs duty, or other impost or fee, including withheld taxes, on the Services or the Licensed Products, whether now in force or enacted in the future (except taxes on Talentbase's net income), together with all penalties, fines and interest thereon, that arises out of this Agreement, the charges, or on the Services or Licensed Products furnished, or their use, however designated, levied or based. This section will apply during and after termination of this Agreement.

4.4. Legal Compliance. Customer shall use the Services and the Licensed Products in strict compliance with all applicable governmental approvals and laws, rules and regulations, including without limitation equal opportunity employment laws, federal contract compliance rules and regulations and other employment, recruiting and hiring laws, rules and regulations. Customer shall immediately notify Talentbase in writing of any material complaint by any third party regarding the Services, the Licensed Products, Customer's hiring practices in response to the Services, and the status and resolution thereof. Customer shall at its own cost expeditiously resolve any such complaint.

5. TERMINATION

5.1. Customer may remove Customer's account if online such functionality is available, or, if not available, with prior written notice to Talentbase, including without limitation electronic mail. Talentbase may terminate immediately any of its Services, or the Agreement at any time with notice.

5.2. Effect of Termination. Customer, its agents and contractors shall cease use of the Services and the Licensed Products immediately upon any termination of this Agreement. Upon any termination as a result of a default by Customer, Customer shall pay any unpaid fees. No termination will relieve Customer of the obligation to pay any fees owed to Talentbase.

5.3. Survival. All provisions of this Agreement that by their nature are continuing shall survive the expiration or termination of this Agreement, including, but not limited to, Sections 1, 2.4, 2.3, 2.4, 3, 4.3, 4.4, 5.3, 5.4, 6, 7 and 9.

6. DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY

6.1. DISCLAIMER OF WARRANTIES. TALENTBASE MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SERVICES OR THE LICENSED PRODUCTS, OR THEIR MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTY IS MADE THAT THE OPERATION OF THE SERVICES OR LICENSED PRODUCTS WILL BE UNINTERRUPTED OR BUG FREE. CUSTOMER ACKNOWLEDGES THAT TALENTBASE HAS NO CONTROL OVER OR LIABILITY FOR TELECOMMUNICATIONS OR INTERNET SERVICES PROVIDED BY TALENTBASE' OR CUSTOMER'S TELECOMMUNICATION AND INTERNET SERVICE PROVIDERS AND THAT THE LICENSED PRODUCTS OR EQUIPMENT RELYING ON SUCH SERVICE PROVIDERS ARE NOT THE RESPONSIBILITY OF TALENTBASE, AND TALENTBASE HAS NO LIABILITY FOR ANY FAILURES, INTERRUPTIONS OR PROBLEMS CAUSED BY THE SERVICES OR EQUIPMENT OF SUCH SERVICE PROVIDERS. NO ORAL INFORMATION OR ADVICE GIVEN BY TALENTBASE OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR MODIFY, AMEND OR LIMIT THIS DISCLAIMER OF WARRANTIES.

6.2. LIMITATION OF LIABILITY. TALENTBASE, ITS AFFILIATES, DIRECTORS, EMPLOYEES, PARENT COMPANIES OR AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES. TALENTBASE SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CUSTOMER'S ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TALENTBASE SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY (A) ERRORS OR INACCURACIES IN CUSTOMER CONTENT OR DERIVATIVE WORKS INCORPORATING CUSTOMER CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE RESULTING FROM CUSTOMER'S ACCESS TO AND USE OF THE SERVICES; (C) UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES; (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (E) BUGS, VIRUSES, T ROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (F) LOSS OR DAMAGE AS A RESULT OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (G) DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. TALENTBASE, ITS AFFILIATES, DIRECTORS, EMPLOYEES, PARENT COMPANIES OR AGENTS SHALL NOT BE LIABLE FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT CUSTOMER PAID TO TALENTBASE HEREUNDER DURING THE SHORTER OF THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD OR FROM THE EFFECTIVE DATE UNTIL TERMINATION OF THE AGREEMENT. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF TALENTBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

6.3. Claim Deadline. No action, regardless of form, arising from or pertaining to any Licensed Products or Services or to this Agreement may be brought by either Party more than two (2) years after such action has become known to the Party seeking to make a claim.

7. CONFIDENTIALITY

7.1. Talentbase's Information. Customer understands and agrees that information that is Talentbase's Confidential Information is confidential and proprietary to Talentbase, and Customer will not disclose it to any third party without Talentbase's prior written consent. Customer expressly agrees to retain the Confidential Information in the strictest confidence and to use only for purposes of and in accordance with the terms of this Agreement.

7.2. Customer's Information. Talentbase understands and agrees that information that is Customer's Confidential Information is confidential and proprietary to Customer, and Talentbase will not disclose it to any third party without Customer's prior written consent. Talentbase expressly agrees to retain the Confidential Information in the strictest confidence and to use only for purposes of and in accordance with the terms of this Agreement. Talentbase further agrees that if it seeks assistance from any third party in connection with this Agreement, it shall require such third party and each of their employees granted access to Customer's Confidential Information to execute a confidentiality agreement under which the third party and its employees agree to limit their use of the Confidential Information, and to not directly or indirectly disclose any of the Confidential Information except for purposes expressly authorized by Customer in writing.

7.3. Confidentiality Obligations. Obligations with respect to such Confidential Information shall survive the termination of this Agreement for a period of five (5) years and will continue thereafter with respect to Confidential Information that constitutes trade secrets for so long as such trade secrets remain entitled to protection under applicable law. Notwithstanding anything to the contrary in Sections 7.1 and 7.2, neither Party shall be prohibited from using or disclosing information which: (a) is already in the public domain as of the date of this Agreement; (b) becomes widely publicly available through no fault of the Party using or disclosing the information (or the fault of its employees or agents); or (c) is already known to the Party using or disclosing the information at the time of its receipt thereof, as evidenced by its written records in existence as of the Effective Date, via a third party who is not under any obligation of non-disclosure with respect to such information.

8. INDEMNIFICATION

8.1. By Talentbase. Talentbase shall hold Customer harmless from damages awarded to a third party by a final, unappealed court judgment on account of such third party's claim of infringement by the Licensed Products of any United States copyright known to Talentbase on the date hereof, provided Talentbase is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and information by Customer and, if there is no material conflict of interest, the opportunity to assume sole control over the defense and all negotiations for a settlement or compromise. Talentbase will not be responsible for any settlement it does not approve in writing. THE FOREGOING IS IN LIEU OF ANY WARRANTIES OF NON-INFRINGEMENT, WHICH ARE HEREBY DISCLAIMED. The foregoing obligation of Talentbase shall not apply (a) with respect to any portions of the Licensed Products that are made in whole or in part in accordance with the specifications of Customer, (b) if Customer alters any use of the Licensed Products or uses it outside the scope of this Agreement, (c) if Customer uses a version of the Licensed Products which has been superseded, or (d) if the infringement claim could have been avoided by using an unaltered current version of the Licensed Products which was provided to Customer. In the event of a third party claim for infringement, Talentbase shall have the right to procure on reasonable terms for Customer the right to continue using the Licensed Products, or to replace or modify the Licensed Products so that its use is outside the scope of the injunction but substantially equivalent in functionality and performance. If neither of these actions is commercially reasonably, Talentbase shall have the right to terminate this Agreement and refund to Customer any unused prepaid fees.

8.2. By Customer. Customer shall indemnify and hold Talentbase harmless for all claims, costs, liabilities, damages and judgments (including reasonable attorneys' fees) arising out of any claims based on any Customer Content contained within, input into, republished or otherwise used by the Services or Licensed Products, any related database or storage media, regardless of the nature or origination of such Customer Content or Customer's or its registrant's and participant's use of the Services or Licensed Product or any claim of infringement excluded from Talentbase's indemnity obligation in accordance with Section 8.1 above. Customer's obligations under this Section 8.2 are subject to the conditions that: (a) Talentbase promptly notifies Customer in writing of any such claim, and (b) Customer will have sole control of such defense and all negotiations for any settlement or compromise, although Talentbase may participate in the same at its expense.

9. GENERAL PROVISIONS

9.1. Assignment. Any assignment of this Agreement or any rights or obligations hereunder by Customer, without the prior consent of Talentbase, shall be null and void and of no effect and a material breach hereof; provided, however, that upon no less than thirty (30) days prior written notice to Talentbase, Customer may assign this Agreement to a successor to all or substantially all of its business and assets unless Talentbase provides notice to Customer within fifteen (15) days following receipt of such Customer notice that, in Talentbase's reasonable determination, such party is a competitor of Talentbase or a Customer who uses a competing software application or service to Talentbase.

9.2. Force Majeure. If a Party's performance under this Agreement, other than the payment of money, is prevented or delayed by fire, flood, earthquake, acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, labor troubles, shortages of supplies, telecommunications, internet or utility failures, outages, interruptions or brownouts, action of any regulatory authority, or any other cause beyond the reasonable control of such Party, then the non-performing or delayed Party shall be excused for such non-performance or delay for as long as such force majeure event continues.

9.3. Governing Law. This Agreement shall be deemed made and accepted in and governed by the laws of the State of Utah without reference to its conflicts of law principles. The state and federal courts situated in Utah County, Utah shall have exclusive jurisdiction and venue to hear all disputes arising out of or related to this Agreement.

9.4. Injunctive Relief. Actual or threatened breach of Sections 2, 3, or 7 may cause immediate, irreparable harm that would be difficult to calculate and could not be remedied by the payment of damages alone. Accordingly, either Party will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach.

9.5. No Waiver. The failure to enforce or waiver of any breach of any covenant or condition of this Agreement shall not waive, hinder or otherwise prevent the subsequent enforcement of said covenant or condition in the same or subsequent instance.

9.6. Notice. Talentbase may give notice to Customer to Customer's e-mail address on record in Talentbase's account information, on the user interface of Licensed Products or by written communication sent by first class mail to Customer's address on record in Talentbase's account information. Customer may give notice to Talentbase at any time by letter sent by confirmed facsimile to Talentbase's Legal Department, fax number 801.327.9077, by personal delivery, or by certified or registered mail, and deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgement of receipt of electronic transmission respectively.

9.7. Export Control. Customer agrees to comply fully with all relevant and applicable export laws and regulations, including without limitation, those of the United States and EU ("Export Laws"). Customer's duties in connection with the foregoing include but are not limited to ensuring that the Licensed Products, Services and technical data provided hereunder are not: (a) exported or re-exported directly or indirectly in violation of Export Laws; (b) used for any purposes prohibited by the Export Laws; or (c) distributed to persons on the Denied Parties list of the U.S. Bureau of Industry and Security.

9.8. Miscellaneous. The Parties expressly agree that they are independent contractors and do not intend for this Agreement to be interpreted as an employment, agency, joint venture or partnership relationship. This Agreement may not be modified nor any rights under it waived, in whole or in part, except agreed by the Parties. This Agreement, including any exhibits, contains the entire agreement between the Parties and supersedes any and all previous understandings or agreements related to the subject matter herein. Any terms and conditions in a purchase order are void and have no legal effect. If any of the provisions in this Agreement shall for any reason be declared or held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. This Agreement will be interpreted in accordance with its terms and without any strict construction in favor of or against either Party. This Agreement is made for the benefit of Talentbase and Customer, and not for the benefit of any third parties. Each Party acknowledges and agrees that any interpretation of this Agreement shall not be construed against a Party by virtue of its having drafted the provisions hereunder. The headings and organization of this Agreement are included and used solely for convenience of reference and shall not constitute a part of this Agreement for any other purpose. Please contact us at support@talentbase.me with any questions regarding this Agreement.