The software as a service (“SaaS”) (“Service”) hosted and maintained by Talentship, LLC (“Provider”) is governed by these Terms & Conditions (“Terms”). Please note that if you are acquiring access through your company and your company is under a master subscription agreement with Provider, the terms of such master subscription agreement shall control to the extent of any conflict with these Terms. By using the Service, you signify your assent to these Terms. If you do not agree to all of these Terms, do not use the Service.

Provider may modify these Terms at any time, and such modifications shall be effective immediately upon posting of the modified Terms. Your continued use of the Service will mean you accept these modified Terms.

Description of Services. Provider agrees to provide access to the Service based on your authorized login credentials provided as a subscription to the Service. The Service is proprietary to Provider and is protected by intellectual property laws and other laws. Your access to the Service is licensed and not sold. Subject to the timely payment of all fees, if any, and compliance with the Terms, Provider agrees to provide you with a personal, non-transferable account that enables you to access and use the Service.

Rights. Provider hereby grants you a limited, non-exclusive, non-transferable right to use the Service only for your own purposes using authorized login credentials (User ID and password) provided upon request for a Subscription.

No Copies. You shall have no right to make or use additional copies of the Service. Your access to any Provider documentation for the Service is solely for your use with the Service. Without the prior written permission of Provider (or the applicable licensed supplier), you may not publish, copy, reproduce, distribute, transfer, upload, post, transmit, or otherwise use, in whole or in part, any content contained on or provided through the Service. Requests for Provider's permission to publish, copy, reproduce, distribute, transfer, or otherwise use such content may be sent to Provider.

Restrictions. Except as otherwise permitted under these Terms, you shall not (and shall not assist any third party to): (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or derive any source code (or underlying ideas, algorithms, structure or organization) from the Service or from any other information by any means whatsoever; (ii) distribute, disclose or allow use of any of the Service in any format through any timesharing device, service bureau, network or by any other means, to or by any third party; or (iii) modify or create a derivative work of the Service or any portion thereof.

No Spam. You agree that you will not upload or transmit any communications or content of any type through the Service that infringe or violate any (i) rights of any party or (ii) applicable law or regulation. Other than your User ID and password, by submitting any other communications or content through the Service or by email to Provider, you agree that such submission is non-confidential for all purposes. You may not use the Service to send unsolicited commercial email to any person.

Ownership of Software and Customizations. The Service and all derivatives shall be and remain the property of Provider or third parties which have granted Provider the right to license the Service and you shall have no rights or interests therein except as set forth in these Terms. You acknowledge and agree that Provider shall be solely responsible to investigate, defend, settle and discharge any third party claims that the Provider Service infringes any United States patent right, copyright, trade secret or other intellectual property right of such third party. You agree to notify Provider immediately in writing of any such claim and to cooperate as necessary in the defense and settlement of such claim.

Ownership of Data. You hereby acknowledge that Provider and/or its suppliers own all right, title and interest in, and retain any copyright and other intellectual property rights in all content provided through the Service and collected, developed or licensed by Provider and/or its suppliers for use in conjunction with the Service, including without limitation any User analytics, manufacturing code or any other non-personally identifiable information provided by you (collectively “Provider Data”). You agree not to change or delete any copyright or proprietary notice from Provider Data, content contained on or provided through the Service or any site accessible through the Service.

Service Access. Subject to the Terms, Provider will use its commercially reasonable efforts to provide access to the Service twenty-four (24) hours a day, seven (7) days a week throughout your Services Term on at least a 95% uptime basis. You agree that from time to time the Service may be inaccessible or inoperable for various reasons, including: periodic maintenance procedures or upgrades (“Scheduled Downtime”) which shall not apply to the uptime percentage; Service malfunctions; and causes beyond the control of Provider or which are not reasonably foreseeable by Provider, including the interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures (collectively “Non-Scheduled Downtime”) shall not apply to the uptime percentage calculation. Provider shall use commercially reasonable efforts to minimize disruptions, inaccessibility and/or inoperability of the Service.

Support. In the event that Provider discovers or is notified by you of the existence of any Non-Scheduled Downtime, Provider will take all actions reasonably necessary to determine the source of the problem. If the source of the problem is outside of the control of Provider, then Provider will use commercially reasonable efforts to notify the party(ies) responsible and cooperate with such party(ies) to resolve the problem as soon as possible. If the source of the problem is within the control of Provider, then Provider will use best efforts to resolve the problem within four (4) hours of determining the source of the Non-Scheduled Downtime. Provider will provide support, by telephone or e-mail, to you during scheduled support time from 8:00 AM to 5:00 PM CT Monday through Friday, excluding holidays.

Access. You shall be solely responsible for providing, maintaining and ensuring compatibility with the Service access requirements, all hardware, software, electrical or other physical requirements for your use of the Service, including without limitation, mobile devices, telecommunications and internet service provider access, connections, links, web browsers or other equipment, programs and services required to access the internet or to use the Service. You acknowledge and agree that from time to time the Service may be inaccessible or inoperable for any reason, including without limitation: (i) equipment malfunctions, (ii) periodic maintenance procedures or repairs; or (iii) other causes beyond our control. Additionally, because the Service is accessed via the internet or a mobile carrier, you may have connection issues due solely to your own internet or telecommunications service provider or other technological access requirements. Provider is not responsible for any third party access requirements (e.g. your telecommunications service provider).

Supplier Limitation. You agree that the Service is proprietary to Provider, but access to the Service may include hardware, software elements and other proprietary materials from Provider's suppliers and agents that may be subject to license restrictions. Consequently, your access to the Service may be subject to the license limitations of Provider's suppliers and agents.

Term. Your Service use rights will commence upon your access of the Service through the credential sent to you by Provider and will continue to be available as long as fees, if any, have been paid in accordance with the account terms for the current Service period.

Termination. Your access to the Service may be terminated by Provider at any time upon notice: (i) for failure to pay the Service fees, if any; or (ii) your material breach of these Terms.

DISCLAIMER. AS NOTED IN THESE TERMS, THE APPLICATION AND ANY INFORMATION CONTAINED ON OR PROVIDED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” BASIS. ANY ACCESS TO THE SERVICE IS VOLUNTARY. PROVIDER WILL REGARD ALL ACCESS AS VOLUNTARY AND AT YOUR SOLE RISK. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT NEITHER PROVIDER (INCLUDING ITS SUPPLIERS, LICENSORS, AFFILIATES AND AGENTS) NOR ANY CUSTOMER UNDER A DIRECT SUBSCRIPTION AGREEMENT WITH PROVIDER SHALL BE LIABLE IN ANY WAY FOR YOUR USE OF THE SERVICE OR INFORMATION PROVIDED THROUGH THE SERVICE, INCLUDING DATA FROM A THIRD PARTY DATA PROVIDER, AND THAT ALL SUCH USE IS PROVIDED ON AN “AS IS” BASIS AT YOUR SOLE RISK, INCLUDING ANY THIRD PARTY CLAIMS ARISING OUT OF EITHER THE SERVICE OR INFORMATION PROVIDED THROUGH THE SERVICE.

LIMITATIONS ON LIABILITY. PROVIDER (INCLUDING ITS SUPPLIERS, LICENSORS, AFFILIATES, OR AGENTS) DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE OR THE DATA PROVIDED THROUGH THE SERVICE. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, AND SECURE OR ERROR FREE. NEITHER PROVIDER NOR ANY CUSTOMER UNDER A DIRECT SUBSCRIPTION AGREEMENT WITH PROVIDER NOR ANY THIRD PARTY DATA PROVIDER MAKES ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE DATA PROVIDED THROUGH THE SERVICE ITSELF. Some jurisdictions do not allow the exclusion of implied warranties, so this exclusion may not apply to you.

DAMAGE LIMITATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER (INCLUDING ITS SUPPLIERS, LICENSORS, AFFILIATES AND AGENTS) OR ANY COMPANY UNDER A DIRECT SUBSCRIPTION AGREEMENT WITH PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, LITIGATION, OR ANY OTHER PECUNIARY LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE DATA PROVIDED BY A THIRD PARTY PROVIDER, THE SERVICE, INCLUDING ALL LICENSED SOFTWARE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, OR WITH THE PROVISION OF OR FAILURE TO MAKE AVAILABLE ANY CONTENT CONTAINED ON OR PROVIDED THROUGH THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You acknowledge and agree that neither Provider, nor its suppliers, licensors, affiliates and agents, are liable for any personal injury, including death, caused by your use or misuse of the Service or content provided through the Service. If the foregoing limitations as to direct damages are not permitted in the relevant jurisdiction, Provider shall be liable only to the extent of verifiable, actual damages incurred by you directly related to the subscribed for and paid for the Service, not to exceed the fees you actually paid for the Service in the two (2) months prior to the date of the event giving rise to such damages. Any claims arising in connection with your use of the Service, content, or the Service must be brought within one (1) year of the date of the event giving rise to such action occurred. Remedies under this Agreement are exclusive and limited to those expressly provided for in this Agreement. If you are dissatisfied with the Service, your sole and exclusive remedy shall be for you to discontinue use of the Service and terminate your access rights to the Service.

FUNDAMENTAL AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE APPLICATION WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS OF LIABILITY.

Charges and Fees. You are responsible for paying the fees, if any, associated with your use of the Service. All fees are exclusive of sales and other taxes and you are responsible for payment of any applicable federal, state, local and city taxes. You shall not be liable for any taxes based on Provider's net income. Provider reserves the right to modify or terminate the Service, fees or establish new fees for the Service at any time for any or no reason upon posting such modifications or by posting notice of termination through the Service and/or notifying you directly, including but not limited to notification via email.

Credit Card Payments. If you elect to pay for fees, if any, by credit card, you are responsible for providing a valid credit card number at the time you register to pay. You represent and warrant that you are an authorized user of the credit card number provided, and you agree to pay all charges resulting from your account for the Service ordered at the fees then in effect, including any unauthorized charges incurred prior to your notice to Provider of such charges. You agree that Provider may pass your credit card information and personally identifiable information to Provider's designated service provider(s) for their use in processing the credit card payment for the Service.

Passwords/Security. You shall be solely responsible for the security, confidentiality and integrity of all content that you transmit or store via the Service. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your User credentials (i.e. User ID and password). You agree to bear all responsibility for the confidentiality of your password and all use or charges incurred from use of the Service with your password.

Confidentiality. You shall hold all nonpublic technical or business information regarding the Service, as well as any Services account access information provided to you by a company under a direct subscription agreement with Provider (collectively “Confidential Information”) in trust and confidence and You agree that it shall be used solely for your internal use of the Service, and it shall not be disclosed to any third party under any circumstances whatsoever. You shall use a reasonable standard of care to prevent unauthorized disclosure, use or publication of such Confidential Information.

Compliance with Applicable Laws. You agree that you will not use the Service for activities prohibited by state or federal law or other applicable rules or regulations. You represent and warrant that: (i) you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Notices. Notices under these Terms shall be in writing and shall be deemed given when: (i) delivered personally; (ii) on the date sent by facsimile or e-mail to the number or e-mail address provided through your account; or (iii) three (3) business days after the date sent by certified mail, postage prepaid with return receipt requested. Notices to Provider shall be made to: Talentship, LLC via email at support@talentship.com with any Service related questions or comments.

Indemnification. You agree to indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents licensors, and suppliers from any liability, loss, claim, action, demand, and expense (including reasonable attorneys' fees) resulting from, or alleged to result from, your violation of these Terms.

Agreement. Unless you are an employee, agent or authorized user of a company under a master subscription agreement with Provider, these Terms constitute the entire agreement and understanding among the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, inducements and conditions expressed or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. These Terms shall be binding upon and inure to the benefit of the parties, their successors, and assigns.

Governing Law/Jurisdiction. Provider is based in Minnesota. Provider makes no claims that the Service or content provided through the Service are appropriate or may be downloaded outside of the United States. Access to the content may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so at your own risk and are responsible for compliance with laws of your jurisdiction. These Terms and the resolution of any dispute related to the terms of these Terms, the Service shall be governed by and construed in accordance with the laws of Minnesota, without giving effect to any principles of conflicts of law. Any legal action or proceeding between Provider or its suppliers and you related to these Terms, the Service shall be brought exclusively in a state or federal court of competent jurisdiction sitting in Hennepin County, Minnesota.

Changes to the Services. Content contained on or provided through the Service may be changed or updated without notice. Provider and its suppliers have no obligation to update information presented on the Service, so information contained herein may be out of date at any given time. Provider and its suppliers may discontinue the Service altogether, at any time with reasonable, prior notice provided directly or through the Service.

Waiver. Provider's failure to insist upon strict enforcement of any provision(s) of these Terms shall not be construed as a waiver of any provision or right.

Assignment. You are not permitted to assign these Terms or your Services account or any of your rights and obligations to these Terms, in whole or in part, without the prior written consent of Provider.

Severability. Should any provision of these Terms be held invalid or unenforceable, such invalidity will not invalidate the whole of these Terms, but rather that invalid provision will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of these Terms will remain in full force and effect.

Survival. The provisions of these Terms reasonably understood to survive expiration or termination of these Terms shall so survive.