Last Updated: February 23, 2026
THESE TERMS OF USE COMPRISE A LEGAL CONTRACT BETWEEN YOU AND TALENTSEARCH. The Talentsearch website provides its users (each individually a “User” or “Member” and collectively, “Users” or “Members”) with access to a curated marketplace that connects software engineers and other tech talent (“Candidates”) with companies seeking to hire them (“Employers”). The terms “Talentsearch,” “we,” “us,” and “our” refer to Talentsearch Technologies, Corp., a Delaware corporation. The terms “you” and “your” refer to any person accessing and/or using the Service, including accessing or subscribing to Available Content (as such terms are defined in Section 9). We provide the Service to you expressly subject to these Terms of Use, together with our Privacy Policy and our Community Guidelines. “Terms” means these Terms of Use, the Privacy Policy, and our Community Guidelines, collectively.
Your use of the Service is governed by these Terms regardless of how you access the Service, including through the Internet, a mobile network, or otherwise. If you do not or are unable to agree to these Terms, as they may be revised from time-to-time, you are not permitted to use the Service.
PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTIONS) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND, FURTHER, THAT: (1) YOU WILL BE PERMITTED TO PURSUE CLAIMS AGAINST TALENTSEARCH ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY ON AN INDIVIDUAL BASIS, AND (3) YOU ARE WAIVING YOUR RIGHT TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
The Service is made available by Talentsearch subject to these Terms. BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THESE TERMS, INCLUDING THE PRIVACY POLICY, REGARDLESS OF HOW YOU USE OR ACCESS THE SERVICE.
We may modify these Terms from time to time. When we do, we will provide notice to you by publishing the most current version and revising the date at the top of this page, and will notify you by email when we make material changes to these Terms of Use. By continuing to use the Service after any changes come into effect, you agree to the revised Terms; if you do not agree with any of the revised Terms, you must stop using the Service. Any changes to these Terms shall not apply to any dispute between you and Talentsearch arising prior to the date on which Talentsearch posted the revised version of these Terms incorporating such changes or otherwise notified you of such changes.
If you are an Employer, you acknowledge and agree that Talentsearch provides the Service as an independent contractor and not as your employee, partner, joint venturer, or fiduciary. Talentsearch may facilitate introductions and communications between Employers and Candidates and may provide recruiting-related tools or services, but Talentsearch does not make hiring decisions on your behalf and has no authority to enter into, modify, or accept any offer, employment agreement, or other arrangement for or on behalf of you. No agency relationship is created by your use of the Service, and neither party has authority to bind the other.
If you are a Candidate, you acknowledge and agree that Talentsearch provides the Service as a platform to facilitate introductions and communications between Candidates and Employers and does not employ you. Nothing in these Terms, the Service, or any communications facilitated through the Service creates an employment, co-employment, joint-employment, independent contractor, or agency relationship between you and Talentsearch or any of its representatives, and Talentsearch does not control or direct your work (if any) for any Employer. Any decision to interview, engage, hire, or employ a Candidate is made solely by the applicable Employer, and any employment relationship that may arise is solely between the Employer and the Candidate.
Talentsearch is not a party to, and disclaims any responsibility or liability for, any interactions, negotiations, or employment relationship (if any) between an Employer and a Candidate. You agree to indemnify, defend, and hold harmless Talentsearch and its affiliates and their respective officers, directors, employees, contractors, and agents from and against any claims, demands, actions, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any dispute between an Employer and a Candidate, including claims relating to recruiting, hiring, compensation, classification, workplace treatment, or termination, except to the extent arising from Talentsearch’s gross negligence or willful misconduct.
The Service may be accessed and used only by individuals who can form legally binding contracts under Applicable Laws, are not barred from using the Service under Applicable Laws or by Talentsearch, and are at least 18 years old. By using this Service, you represent that you meet all of these eligibility requirements.
As used under these Terms, “Applicable Laws” means all applicable federal, state, local, and foreign laws, statutes, ordinances, rules, regulations, codes, orders, and legally binding requirements of any governmental authority, in each case as in effect from time to time, including those relating to employment, labor and wage and hour matters, equal employment opportunity and anti-discrimination, harassment and retaliation, workplace health and safety, immigration and work authorization, employee background screening, and data privacy and security. In order to access and use Available Content, materials and services offered on and through the Service, you must register for an account. When you register for an account, you must provide us with some basic information, including your first name and last name, an email address, payment card information, user ID and a password or other third-party authentication credentials. You will also have the ability to provide additional optional information in response to questions in connection with onboarding. Please keep your email address and other account information current and accurate. Also, you agree to maintain the security and confidentiality of your password. You are solely responsible for anything that happens if you fail to maintain the security and confidentiality of your account. If someone is using your password or accessing your account without your permission, email us at [email protected].
Talentsearch collects registration and other information about you through the Service. Please refer to our Privacy Policy for details on how we collect, use, and disclose this information.
You agree that you will not (directly or indirectly) use the Service to advertise, market, promote, or disseminate advertisements for any products or services, or to solicit business or customers, except as expressly permitted through (a) bona fide job postings by Employers for open positions, or (b) bona fide candidate profiles or communications by Candidates regarding their availability for work and employment-related qualifications. The Service may be used only for employment and recruiting purposes, and any other advertising, promotion, or solicitation is prohibited. Additionally, you agree that you will not (directly or indirectly) use the Service:
(a) to advertise or disseminate advertisements regarding any other types of promotional materials, ‘pyramid schemes’, ‘junk mail’, and ‘chain letters’;
(b) to advertise or disseminate advertisements or messages of a political nature, including, but not limited to, disseminating information on political rallies, marches, protests, and/or other political events;
(c) for any unlawful purpose or for any purpose that would give rise to civil liability;
(d) to solicit others to perform or participate in any unlawful acts;
(e) to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
(f) to submit false or misleading information, create a false identity, or otherwise manipulate identifiers in order to deceive others or disguise the origin of any content transmitted to or via the Service;
(g) to hack or disrupt the Service, use any software or scripts to automate activities in a harmful manner, or upload or transmit viruses or any other type of malicious code that may be used in any way to affect the functionality or operation of the Service;
(h) to trick, tamper with, or exploit the Service, our algorithms, or other Users;
(i) to manipulate the AI Service by inputting malicious code or unauthorized prompts into resumes or forms;
(j) other than for your use of the Service as expressly permitted in these Terms, to access or attempt to access any systems or servers on which the Service is hosted or modify or alter the Service in any way;
(k) or to spam, phish, pharm, pretext, spider, crawl, data-mine, or scrape;
(l) to interfere with or circumvent the security features of the Service or services of third-party service providers;
(m) to damage, disable, overburden, or impair Talentsearch’s servers or networks or those of third-party service providers;
(n) to defame, abuse, harass, stalk, threaten, or otherwise violate the dignity or legal rights (such as rights of privacy and publicity) of others;
(o) to use language, images, or other content that Talentsearch in its sole discretion deems insensitive, offensive, obscene, sexually explicit, or otherwise inappropriate or inconsistent with Talentsearch’s brand or its community guidelines; or
(p) to post anything that exploits children or that depicts cruelty to animals. For additional information on acceptable and unacceptable Service activities, please see our Community Guidelines.
Any violation of the foregoing prohibited activities in this Section 4 may, in our sole discretion, result in the suspension of your access to the Service, including an indefinite suspension or permanent ban.
(a) At Talentsearch, we expect that our Users conduct themselves professionally and respectfully. By using our Service, attending, or participating in, live interviews, or any other Talentsearch activities (each a “Live Activity” and collectively, “Live Activities”), you agree to conduct yourself in a productive and respectful manner and otherwise in accordance with these Terms.
(b) If we become aware of User Content (as defined in Section 7 below) that is inappropriate or does not otherwise comply with these Terms, on the Service or conduct at any Live Activities, we reserve the right to investigate and take appropriate action, which may include moderating content, and temporary or permanent suspension from our Service or, in the case of a Live Activity, removal of any participant whose comments or behavior are deemed to be inappropriate or disruptive. We may become aware of User Content that is inappropriate or that does not comply with these Terms through our use of automated technologies.
(c) Notwithstanding any of the foregoing, Talentsearch does not control the User Content or conduct of other Users. We are not required to monitor, police, or remove any User Content or conduct, and we assume no liability for any such User Content or conduct. Additionally, we are not a party to any communications or arrangements made among Users through the Service. Although the Service may offer certain screening features, including verification of professional information such as employment history, education, licensure, or credentials, and may also enable you to obtain third-party background check or screening services (including criminal history, sanctions, or similar checks), you acknowledge and agree that any third-party screening results are provided by independent providers not controlled by Talentsearch. Accordingly, Talentsearch is not responsible for, and makes no representations or warranties regarding, the accuracy, completeness, or timeliness of any third-party background check results or reports, or the truthfulness of any information provided by any user or any third party in connection with such checks. Talentsearch further makes no representations or warranties concerning the conduct of any users, any User Content, or any interactions between or among users, and any reliance on screening results, user-provided information, or user interactions is at your own risk.
(a) Use of AI Tools. As part of the Service, we employ an artificial intelligence (“AI”) that leverages machine-learning functionality to help screen and match Candidates with job opportunities (the “AI Service”). For example, we may use the AI Service to parse CVs and support matching, to detect fake profiles, to assist with evaluations, or to help summarize interview information. When you interact with AI-enabled features, you will be informed that you are interacting with an AI system, unless this is obvious from the context. Our own use of the AI Service is more specifically described below.
(b) Human Oversight. The AI Service is assistive. Our use of, and your interaction with, the AI Service is with an AI system and not a human. It generates outputs and signals that are intended to support, not replace, human judgment. The AI Service draws on typical market trends and the expertise of our team to provide hiring support. The AI Service is not perfect and has limitations. The AI Service may generate or “hallucinate” inaccurate or misleading results due to factors like data bias, lack of complete information, or limitations in the underlying technology. The information provided by the AI Service is for informational purposes only and should not be solely relied upon for important decisions, including whether or not a Candidate is appropriate for any role offered by an Employer. You are responsible for verifying the accuracy of any information provided by the Service, including the AI Service, and for consulting with a qualified professional when necessary. However, we want to be clear that we do not rely solely on automated decisions for important outcomes. We consider our AI tools to be assistive, meaning they help our human experts work more efficiently, but any significant decision is reviewed and confirmed by a human on our team. We do not intend for the AI Service to be used to make decisions about Candidates based solely on automated processing. Where the Service provides match recommendations, flags, summaries, or similar outputs that may influence hiring or recruitment decisions, such outputs are designed to be reviewed, interpreted, and, where appropriate, overridden by humans. Though we do our best to make decisions on matching Candidates with Employers, you should independently review and verify any information relating to a Candidate or an Employer, including any outputs from the AI Service, as to appropriateness for any or all of your uses of such output information.
(c) Transparency. We will inform you when AI tools are being used in the hiring process as required by Applicable Law. We are committed to avoiding any unlawful discrimination and to complying with applicable requirements for AI systems in recruitment (such as human oversight and appropriate transparency). Again, our goal is to use AI to enhance efficiency, not to remove the human element from hiring. In summary, no algorithm will unilaterally decide your fate on Talentsearch - we use the AI Service to assist our human experts, not replace them. If you have any concerns about how an algorithm is used in evaluating you or matching you, please contact us at [email protected] and we’ll be happy to explain and, if needed, review any decisions.
(d) User Responsibilities., subject to the following: (d) Employer Responsibilities. If you are an Employer and you use the Service or AI Service outputs in connection with recruitment, selection, or evaluation of Candidates, you are responsible for providing any notices required under Applicable Laws to affected individuals, including notice that they are subject to the use of an AI system that assists in making decisions about them. You acknowledge that the AI Service may reflect patterns in data and may produce errors or biased outcomes. You agree to implement appropriate human review and safeguards, and to avoid over-reliance on AI outputs. To the fullest extent permitted by Applicable Law, Talentsearch disclaims warranties regarding AI Service outputs, including accuracy, completeness, and fitness for a particular purpose. This Section does not limit liability that cannot be limited under Applicable Law, and does not exclude liability for Talentsearch’s gross negligence or willful misconduct, if and to the extent such exclusions are not permitted.
(e) General Acknowledgements. You are solely responsible for your use of the AI Service and for all decisions, actions, and outcomes that result from your use of the Service. By interacting with the AI Service, you acknowledge and agree to the following:(i) the AI Service is designed to be assistive and cannot replace human judgment or anyone’s own library of knowledge and resources; (ii) the AI Service is not intended to replace or serve as a substitute for Employers’ or Candidates’ independent judgment or customary hiring processes, including interviews, reference checks, skills assessments, background checks, and any other diligence or evaluations required by Applicable Law or an Employer’s policies; (iii) you are solely responsible for your use of the AI Service, including all actions, decisions, communications, and outcomes resulting from your interactions with the AI Service; (iv) you assume all risks associated with your use of the AI Service and any reliance on information or outputs provided through it; (v) you remain responsible for complying with Applicable Laws, regulations, and policies (including your employer’s or prospective employer’s policies) in connection with your use of the AI Service; (vi) you will use commercially reasonable efforts to keep your conversations private and your device secure by following the best practices outlined in the Privacy Policy; and (vii) notwithstanding anything in these Terms to the contrary, you waive and release Talentsearch, and its employees, directors, and officers, from any and all liability, damages, causes of action, allegations, suits, sums of money, claims, and demands whatsoever, you ever had, now have or will have, arising from your interaction with the AI Service or recommendations made by us in reliance upon our own assistive use thereof. Due to the nature of AI features, Talentsearch cannot represent or warrant that the AI Service output will not (y) incorporate or reflect third-party content or materials or (z) infringe third-party intellectual property rights. If you do not agree to the foregoing terms, you will not use the Service. Talentsearch may terminate your access to the Service at any time, at its sole discretion, for any reason, including if you violate these Terms.
(a) You are responsible for the information, opinions, messages, comments, job postings, job descriptions, candidate profiles, resumes/CVs, application materials, work history, qualifications, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on or through the Service or in connection with a Live Activity (“User Content”) and through the services available in connection with this Service. You may not upload, post or otherwise make available on this Service any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any User Content that you make. You have full responsibility for any and all User Content you make, including its legality, reliability and appropriateness.
(b) You agree that any User Content provided by you in connection with this Service is provided on a non-proprietary and non-confidential basis. You hereby grant to Talentsearch a non-exclusive, perpetual, irrevocable, transferable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your User Content, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorize others, including third-party service providers, to use the User Content. We may modify or adapt your User Content in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the User Content as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media.
(a) As used in these Terms, “Service” means: (i) the website www.talentsearch.dev, along with our related websites and any future affiliated website(s), including all webpages and arrangements and compilations of content on such websites (collectively, the “Websites”), hosted applications, mobile and other downloadable applications (collectively, the “Apps”); (ii) the workshops, lessons, podcast episodes, videos, audio files, scripts, newsletters, articles, documents, photos, and other content made available to you, on a paid or non-paid basis, for your informational and instructional use (collectively, the “Available Content”); (iii) the AI Service and (iv) any current or future public forum(s) hosted on, or as part of, the Service.
(b) All Available Content and other aspects of the Service are protected by copyright and owned, controlled, or licensed by Talentsearch. You may not: (i) sell, rent, lease, copy, reproduce, hyperlink, frame, republish, upload, post, modify, transmit, translate, encode, publicly display, or distribute in any way via any medium any Available Content or any other part of the Service without Talentsearch’s express prior written consent; (ii) remove any proprietary notices or labels on the Available Content; (iii) attempt to disable, bypass, modify, defeat, or otherwise circumvent any digital rights management or other content protection system used on or as part of the Service; or (iv) use the Service for any commercial or illegal purpose.
(c) Some Available Content is in “streaming” format, which means that it is made available to you as a contemporaneous digital transmission via the Internet from the Service to your device for personal viewing in real-time. Except as expressly set forth below, you may not download any Available Content or any other part of the Service without Talentsearch’s express prior written consent: Certain Available Content may specifically indicate that downloading is permitted. In such cases, you may download one copy of such Available Content on any single device for your personal, non-commercial use only, so long as you keep intact all copyright and other proprietary notices.
(d) The Available Content and all other aspects of the Service, including any and all trademarks, logos, text, images, graphics, music, data, software, source code, and other information available through or as a part of the Service, and including the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Service, are the sole property of Talentsearch and/or its licensors, are protected by copyright, trademark, and other intellectual property laws, and may not be used except in accordance with these Terms or with Talentsearch’s express written consent. Subject to your compliance with these Terms, Talentsearch grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable right to: (i) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (ii) use the Service in order to access and use Available Content, in each case of (i) and (ii), solely for your personal, non-commercial purposes. Other than as necessary for your use of the Service in accordance with these Terms, Talentsearch grants you no other privileges, licenses, or rights in and/or to the Service, and you must keep intact all patent, copyright, trademark, and other proprietary notices on the Service.
(e) You acknowledge and agree that any breach of any provision of this Section 8 would result in irreparable harm to Talentsearch, for which money damages alone would be an inadequate remedy, and, therefore, you agree that Talentsearch is entitled to injunctive relief to prevent or restrain any breach or threatened breach of this Section 8, in addition to any other remedies available at law or in equity.
“Interview” means any interview, screening, or evaluation session facilitated by Talentsearch, whether conducted by Talentsearch personnel, contractors, or third-party tools used by Talentsearch. “Interview Materials” means any materials created, collected, or generated in connection with an Interview, including: (i) audio/video recordings (if enabled), (ii) transcripts (if enabled), (iii) interviewer notes, rubrics, ratings, and scoring outputs, (iv) structured summaries, evaluations, and derived insights, and (v) metadata about Interview scheduling and attendance.
Talentsearch will record Interviews only where legally permitted and only where all required participants have been provided any legally required notice and have provided the legally required consent (if consent is required under applicable law). If required consent is not obtained for a particular Interview, Talentsearch will not record that Interview. Where practical, Talentsearch may offer a non-recorded alternative (e.g., notes-only).
If recording is enabled (or where otherwise legally permitted), Talentsearch may transcribe, summarize, and/or analyze Interview content to create Interview Materials for service purposes, including to support matching, quality assurance, fraud prevention, and generating structured candidate profiles and proof packets. Talentsearch will share Interview Materials with a Company only (a) for the specific role for which the Candidate is being evaluated, and (b) only if and to the extent the Candidate has provided any required consent/authorization for such sharing. Where Talentsearch presents a specific opt-in for sharing a recording or transcript, Talentsearch will not share the recording or transcript unless the Candidate has affirmatively opted in. Talentsearch will never share recordings or transcripts publicly.
If a Company receives any Interview Materials, the Company may use them solely for evaluating the Candidate for the specific role for which the Candidate was introduced/shortlisted, and must comply with the following restrictions: Candidates shall not be required to be recorded as a condition to be considered for any role; You will not share, publish, disclose, sell, license, repurpose, or otherwise make such recordings available to any third party (except to your authorized personnel and service providers with a need to know for such evaluation and subject to confidentiality and security obligations at least as protective as those herein); You will not use such recordings to train or improve any AI or machine learning models or to create or contribute to any dataset; You will delete such recordings and terminate access to them in accordance with the retention periods specified by Talentsearch or, if shorter, your internal retention policies or Applicable Laws; and You will maintain appropriate administrative, technical, and physical safeguards to protect such recordings and limit access to personnel who require access for the permitted purpose.
Candidates retain ownership of their User Content. Talentsearch retains ownership of its platform, evaluation frameworks, rubrics, templates, scoring methods, and Talentsearch-generated materials (including structured summaries, ratings, and interviewer notes created by Talentsearch or its contractors).
Nothing in these Terms restricts mandatory data protection rights a Candidate may have regarding access to, deletion of, or objection to processing of personal data within Interview Materials, as described in the Privacy Policy. Interview Materials are retained in accordance with the Privacy Policy and any applicable Order for Company Services.
Talentsearch regularly updates the Available Content on the Service. Additionally, Talentsearch may test certain Available Content or Service features by making them available to you for limited periods of time. In all cases, Talentsearch reserves the right to make changes to, or remove from the Service, any or all Available Content at any time without notice and without liability to you or third parties. The playback resolution and quality of the Available Content depends on a number of factors. Talentsearch makes no guarantee as to the resolution or quality of the Available Content you will receive when streaming, even if you have paid for access to such Available Content.
Employers may enter into one or more separate services agreements, order forms, statements of work, or similar instruments with Talentsearch (each, a “Services Agreement”) for access to or purchase of additional products, features, or services. Any such Services Agreement is in addition to, and does not replace, these Terms, and Employer remains bound by these Terms at all times when accessing or using the Service. In the event of any conflict between these Terms and a Services Agreement, these Terms shall control and govern unless the Services Agreement expressly states, by specific reference to the conflicting provision(s), that it is intended to supersede these Terms with respect to such provision(s), and only to the extent of such express supersession.
(a) Non-Circumvention; Hiring Fee. If, through the Service, Talentsearch introduces or presents a Candidate to an Employer, including without limitation by providing access to a Candidate profile, sharing the Candidate’s contact information, arranging an interview, or otherwise facilitating contact (each, an “Introduction”), and the Employer, or any of its affiliates, hires, engages, or enters into a work arrangement with that Candidate, whether as an employee, independent contractor, consultant, temporary worker, or through any third party, at any time during the twelve (12) months following the Introduction, then the Employer shall pay Talentsearch the applicable fee(s) described in these Terms or the applicable Services Agreement, regardless of whether the hiring or engagement occurs outside the Service or is documented through a separate agreement.
(b) Exceptions. The foregoing payment obligation will not apply if the Employer demonstrates, with reasonably satisfactory written records, that: (i) prior to the Introduction, the Employer had already identified the Candidate and had direct, documented communications with the Candidate regarding employment or engagement within the twelve (12) months preceding the Introduction, (ii) the Candidate had applied to the Employer through the Employer’s own career site or applicant tracking system, or through a third-party job board not operated by Talentsearch, in each case prior to the Introduction, or (iii) the Candidate was already in the Employer’s active recruiting pipeline or database, and not sourced through Talentsearch, prior to the Introduction. For the avoidance of doubt, general awareness of a Candidate, without documented recruiting communications directed from the Employer to the Candidate specific to such Candidate’s individual qualifications or interest, shall not, by itself, constitute an exception.
(c) No Restriction. The Parties acknowledge that this Section is intended solely to require payment of the applicable fee in the circumstances described above and is not intended to restrict any Candidate’s ability to seek or accept employment, or any Employer’s ability to hire, and shall be interpreted and enforced in a manner consistent with California law, including California Business and Professions Code Section 16600. To the extent any portion of this Section is determined to be unenforceable under applicable law, such portion shall be modified to the minimum extent necessary to be enforceable, and the remaining provisions shall continue in full force and effect.
Talentsearch offers access to fee-based Available Content on a monthly, quarterly, or annual subscription basis for a fee payable in advance of each such month, quarter, or year for which the payment applies. In addition, Members may have the ability to purchase additional services for additional fees and such additional services may be subject to additional terms that must be agreed upon in order to access the additional services. Except as expressly set forth herein, all fees are non-refundable once paid. All fees are in U.S. dollars. Any promotional or “trial basis” discounts offered are temporary and will terminate at the end of the applicable promotional period, but may be terminated earlier in Talentsearch’s sole discretion. You agree to pay the applicable fee in exchange for access to the relevant Available Content. The fee we will initially charge you for your subscription will be the price posted on the Service on the date that you register as a Member. You may pay for your fee only with credit and debit card payments (Visa, MasterCard, American Express, and Discover). In order to process your payment, we may use a third-party payment processor. Our current payment processor is Stripe. Stripe will collect, use, and process your information, including payment information, in accordance with Stripe’s privacy policy (which may be accessed at https://stripe.com/privacy), and Stripe’s terms of service (which may be accessed at https://stripe.com/legal/consumer). We will charge your credit or debit card for your first subscription fee on the date that we process your order for your subscription (or if you sign-up for a subscription using a Gift Card or for a subscription that includes a free-trial period, we will charge your credit or debit card for your first subscription fee upon the expiration date of the applicable Gift Card period or free-trial period). Once your credit or debit card is charged the first subscription fee (or if you sign-up for a subscription using a Gift Card or a subscription that includes a free-trial period, once we have processed your order for your subscription), you will receive a confirmation e-mail notifying you of your ability to access those subscription-, or Member-only portions of, and fee-based Available Content on, the Service.
TALENTSEARCH WILL AUTOMATICALLY RENEW YOUR MEMBERSHIP ON EACH MONTHLY, QUARTERLY, OR YEARLY (AS APPLICABLE) ANNIVERSARY OF THE DATE THAT TALENTSEARCH FIRST CHARGES YOUR CREDIT OR DEBIT CARD FOR THE FIRST SUBSCRIPTION FEE AND, AS AUTHORIZED BY YOU DURING THE MEMBERSHIP SIGN-UP PROCESS, TALENTSEARCH WILL CHARGE YOUR CREDIT OR DEBIT CARD WITH THE APPLICABLE MONTHLY, QUARTERLY, OR YEARLY (AS APPLICABLE) SUBSCRIPTION FEE AND ANY SALES OR SIMILAR TAXES THAT MAY BE IMPOSED ON YOUR SUBSCRIPTION FEE PAYMENT (UNLESS YOU CANCEL PRIOR TO THE ANNIVERSARY DATE). IF YOU SIGN UP FOR A SUBSCRIPTION VIA A GIFT CARD OR A SUBSCRIPTION THAT INCLUDES A FREE-TRIAL PERIOD, UNLESS YOU HAVE CANCELED YOUR SUBSCRIPTION PRIOR TO THE EXPIRATION OF THE GIFT CARD PERIOD OR FREE-TRIAL PERIOD, AS AUTHORIZED BY YOU DURING THE MEMBERSHIP SIGN-UP PROCESS, TALENTSEARCH WILL AUTOMATICALLY CHARGE YOU FOR THE FIRST MONTHLY, QUARTERLY, OR YEARLY (AS APPLICABLE) SUBSCRIPTION FEE UPON THE EXPIRATION OF THE GIFT CARD PERIOD OR THE FREE-TRIAL PERIOD (AS APPLICABLE) AND EACH SUBSEQUENT MONTHLY, QUARTERLY, OR YEARLY (AS APPLICABLE) SUBSCRIPTION FEE ON THE MONTHLY, QUARTERLY, OR YEARLY (AS APPLICABLE) ANNIVERSARY OF THE DATE OF THE FIRST BILLING. EACH SUBSCRIPTION RENEWAL PERIOD IS FOR ONE MONTH, ONE QUARTER, OR ONE YEAR.
To facilitate continuity of service to you, each Gift Card membership or free-trial membership that becomes a paid membership subscription, and each paid membership subscription, contains automatic renewal terms. You agree that you will be charged the fee you agreed to (depending on your particular subscription agreement) for the length of time you agreed to, and that your subscription will automatically renew on those same terms until you cancel at any time by emailing [email protected], or through your Account Settings page, and you have read and agree to our Terms of Use and Privacy Policy. You represent and warrant that you are authorized to use the payment method designated, and you authorize Talentsearch and our designated third-party payment processors to charge your designated payment card now and upon each renewal for the total amount of any fees you owe to Talentsearch, including any applicable taxes and other charges. If the payment method cannot be verified, is invalid, or is otherwise not acceptable, your access to the Available Content may be terminated. For subscription services, unless you submit a nonrenewal notice through the Service prior to the end of the then-current subscription term, your subscription will automatically renew. Applicable fees for such renewals will be at Talentsearch’s then-current rates. If your subscription is not renewed, a cancellation will be effective on the next renewal date of your subscription following your notice of cancellation and your access to the fee-based Available Content will terminate at the end of your then current subscription term. Talentsearch reserves the right, in its sole and absolute discretion, to change its subscription plans or adjust its access fees or subscription fees at any time (but not the price in effect for your then-current subscription term). Any such changes will take effect following notice to you.
YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY GOING TO YOUR ACCOUNT SETTINGS PAGE OR EMAIL [email protected] FOR ASSISTANCE, EXCEPT THAT, IN THE CASE OF A SUBSCRIPTION, YOU WILL BE CHARGED SUBSCRIPTION FEES UNTIL THE EXPIRATION OF YOUR THEN CURRENT SUBSCRIPTION TERM AND SUBSCRIPTION FEES WILL NOT BE REFUNDED, IN WHOLE OR IN PART, SUBJECT TO APPLICABLE LAW. YOU WILL NOT BE ELIGIBLE FOR A PRO-RATED REFUND OF ANY PORTION OF SUBSCRIPTION FEES PAID FOR ANY UNUSED DAYS OF THE THEN-CURRENT SUBSCRIPTION TERM. TALENTSEARCH REQUIRES A REASONABLE AMOUNT OF TIME TO PROCESS YOUR SUBSCRIPTION CANCELLATION REQUEST. IF YOU CANCEL YOUR SUBSCRIPTION, YOU WILL ENJOY YOUR RESPECTIVE MEMBERSHIP BENEFITS UNTIL THE EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION TERM FOR WHICH YOU HAVE PAID, AND YOUR MEMBERSHIP BENEFITS WILL EXPIRE AT THE END OF THE THEN-CURRENT SUBSCRIPTION TERM.
Talentsearch is confident that the Service will assist employers in identifying and evaluating potential candidates. However, if you purchase an employer subscription to the Service via Talentsearch’s websites and, during the applicable subscription term, Talentsearch does not present you with any candidates through the Service, you may email us at [email protected] to request a refund (the “Talentsearch Guarantee”). If, after our review, we confirm that no candidates were presented to you during your subscription term, we will offer you a full refund of the subscription fees you paid for that subscription. Please allow approximately three (3) to five (5) business days for your refund to be processed, and the refund will be applied to the payment method used to purchase the subscription. Notwithstanding the foregoing, Talentsearch reserves the right to deny a Talentsearch Guarantee refund if Talentsearch, in its sole discretion, determines or has a reasonable belief that you have already redeemed or attempted to redeem the Talentsearch Guarantee using your current account or via any additional account you create, or that you are otherwise attempting to abuse the Talentsearch Guarantee (including by creating multiple accounts to repeatedly request refunds or to avoid payment obligations under these Terms). Regardless of which entity issues the refund, your subscription benefits and access will expire upon processing of your refund. If you signed up for the Service via a third-party application, marketplace, or service, any refund is subject to the applicable third party’s return, cancellation, and refund policies, and you understand that it is your responsibility to contact such third-party provider for cancellation and any refund request. The third-party provider through which you purchased your subscription is solely responsible for making refunds under its policies, and Talentsearch will have no refund obligations for any such purchases. Talentsearch is not liable for such third party’s compliance or noncompliance with its refund policies, and you release Talentsearch from any claims relating to such policies. For clarity, you may not redeem or request more than one Talentsearch Guarantee refund under your current account, nor create multiple accounts for the purpose of repeatedly taking advantage of the refund described in this Section or otherwise avoiding payment obligations under these Terms.
The Service contains links to websites, tools, and resources operated by parties other than Talentsearch. In order for Talentsearch to provide the Service to you, Talentsearch may link to, incorporate, or integrate third-party services including without limitation Google Meet by Google LLC. (“Google Meet”). By using any third-party tools and features in connection with the Services, you may be subject to certain terms and policies, including without limitation Google Meet’s terms of service (available at https://policies.google.com/terms), and all other applicable guides, statements, notices, and policies located at policies.google.com/). By using the third-party tools or functions, you hereby authorize Talentsearch to transfer your information to the applicable third-party service. Third-party services are not under Talentsearch’s control, and, to the fullest extent permitted by law, Talentsearch is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Talentsearch’s control, and Talentsearch is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, Talentsearch will have no control over the information that has been shared.
Many of the websites we link to are operated by third parties that pay Talentsearch fees when you purchase their products after clicking on a link from our Service. Participating in affiliate advertising makes it possible for Talentsearch to continue providing you with relevant and valuable Available Content. We may also allow unaffiliated third parties to sell Talentsearch branded merchandise. Notwithstanding the foregoing, Talentsearch does not control such third-party websites, tools, products, merchandise, services or resources, and WE ARE NOT RESPONSIBLE FOR THE CONTENT, PRODUCTS, SERVICES, OR INFORMATION OFFERED BY ANY SUCH THIRD PARTIES. Neither the inclusion on the Service of links to such third-party websites nor our participation in affiliate marketing programs with such third parties shall be construed as Talentsearch’s endorsement of any such third-party content, products, or services. IF YOU ACCESS, PURCHASE OR USE ANY THIRD-PARTY PRODUCTS, MERCHANDISE, SERVICES OR RESOURCES, YOU DO SO ENTIRELY AT YOUR OWN RISK, AND WE SHALL HAVE NO LIABILITY WHATSOEVER ARISING FROM OR RELATING TO YOUR ACCESS, PURCHASE OR USE OF SUCH THIRD-PARTY PRODUCTS, MERCHANDISE, SERVICES OR RESOURCES. Additionally, note that you will be subject to the terms and conditions and the privacy policies imposed by such third parties. Complaints, claims, concerns, or questions regarding third-party products and transactions with third parties should be directed to the third party.
From time to time, you may send us unsolicited information or materials, including, without limitation, ideas or suggestions related to new or improved services, enhancements, names, technologies, advertising and marketing campaigns, plans, or promotions (collectively, “Unsolicited Information”). Notwithstanding the foregoing, Talentsearch does not want to receive confidential or proprietary information from you, and you agree never to send to Talentsearch any User Content that would violate or infringe any copyrights, trademarks, or any other intellectual property rights or other rights of third parties, including, without limitation, the rights of publicity or privacy. By sending Talentsearch any Unsolicited Information you grant to Talentsearch, its affiliates and subsidiaries, an unrestricted, irrevocable, perpetual, worldwide license to use, reproduce, display, perform, modify, transmit and distribute such Unsolicited Information, and you also agree that Talentsearch is free to use any ideas, concepts, know-how or techniques that you send to it for any purpose, without attribution or compensation to you of any kind. Talentsearch has no obligation to review any Unsolicited Information. These provisions do not govern Talentsearch’s obligations with respect to your personal information, which obligations are set forth in Talentsearch’s Privacy Policy.
(a) Talentsearch respects the intellectual property rights of others, and we ask you to do the same. Talentsearch may, in appropriate circumstances and at our discretion, terminate service and/or access to the Service for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Service, please provide Talentsearch’s designated agent the following information:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(ii) Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online Service are covered by a single notification, a representative list of such works at that Service.
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Service, and information reasonably sufficient to permit Talentsearch to locate the material.
(iv) Information reasonably sufficient to permit Talentsearch to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(b) Talentsearch’s agent for notice of claims of copyright or trademark infringement on this Service can be reached as follows: Attn: Leonard Thiele, DMCA Agent Email: [email protected]
(c) Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
(d) We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to Talentsearch’s designated agent that includes all of the following information: (i)Your physical or electronic signature; (ii) Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; (iii) A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (iv) Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Talentsearch may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
(e) Talentsearch reserves the right, in its sole discretion, to terminate the account or access of any user of our web Service and/or service who is the subject of repeated DMCA or other infringement notifications.
Although the Service may provide information or tools relating to recruiting, hiring, and employment decision-making, such information is provided for general informational purposes only and is not intended to constitute, and shall not be construed as, legal advice, human resources advice, financial advice, tax advice, or other professional advice. Talentsearch is not engaged in rendering legal, HR, financial, or tax services (or any other professional services) by making the Service available, and your use of the Service does not create any attorney-client, consultant-client, accountant-client, financial advisor-client, employment agency, fiduciary, or other professional relationship between you and Talentsearch or any of its representatives. Talentsearch assumes no responsibility for any consequence relating directly or indirectly to any action or inaction you take based on any content, outputs, recommendations, or other information made available through the Service, including any content generated by the AI Service or provided by other Users. Any reliance on the Service or its outputs is solely at your own risk. You are responsible for conducting your own diligence and making your own independent decisions, including performing interviews, reference checks, skills assessments, background checks, and any other evaluations required by applicable law or your internal policies, and for obtaining advice from qualified legal, HR, financial, tax, or other professionals as appropriate.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SERVICE IS PROVIDED TO YOU ‘AS IS’ AND ‘AS AVAILABLE’, WITHOUT ANY REPRESENTATIONS, GUARANTEES OR WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT, OR RELATING TO THE QUALITY, SUITABILITY, OPERABILITY, CONDITION, TRUTH, ACCURACY, ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SERVICE, AND WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO CASE SHALL TALENTSEARCH BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, LOSS OF DATA, OTHER ECONOMIC ADVANTAGE OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING FROM: (A) YOUR USE OF THE AVAILABLE CONTENT OR OTHER PARTS OF THE SERVICE; (B) THE SERVICE’S SECURITY, OPERABILITY, OR AVAILABILITY; (C) ANY INFORMATION, ADVICE, SERVICES, OR GOODS OBTAINED THROUGH OR ADVERTISED ON THE SERVICE; (D) STATEMENTS, CONDUCT, INTERACTIONS, OR DEALINGS WITH ANY OTHER SERVICE MEMBER OR THIRD PARTY; OR (E) ANY OTHER CLAIM RELATED IN ANY WAY TO THE SERVICE – EVEN IF ADVISED OF THE POSSIBILITY OF SUCH INJURY, LOSS, CLAIM, OR DAMAGES. Our liability to you or any third parties in any circumstance is limited to the greater of $100 or the amount of fees, if any, you paid to us in the twelve (12) months prior to the action that may have given rise to liability. The limitations set forth in these Terms do not limit Talentsearch’s liability for gross negligence, fraud, or intentional, malicious, or reckless misconduct. Further, because some jurisdictions do not allow the limitation of liability for consequential or incidental damages, in such jurisdictions Talentsearch’s liability shall be limited to the maximum extent permitted by law. If you are based in the EU, you may have additional legal remedies.
(a) To the fullest extent permitted by Applicable Law, and in addition to any other indemnification obligations set forth in these Terms, you agree to indemnify, defend, and hold harmless Talentsearch and its officers, directors, shareholders, employees, contractors, agents, and representatives (collectively, the “Company Parties”) from and against any and all claims, demands, actions, suits, investigations, proceedings, damages, losses, liabilities, penalties, fines, judgments, awards, settlements, costs, and expenses (including reasonable attorneys’ fees and costs of defense) arising out of or relating to any claim, demand, or allegation by any third party (including any Candidate, Employer, governmental authority, or other user) that results from or relates to: (a) your violation of these Terms or any other agreement with Talentsearch; (b) your access to or use, misuse, or abuse of the Service; (c) your User Content or any content, information, or materials you submit, post, transmit, or otherwise make available through the Service; (d) your violation of any Applicable Laws; (e) your violation of any rights of any third party (including privacy, publicity, intellectual property, or contractual rights); or (f) your negligence, willful misconduct, fraud, or misrepresentation.
(b) If you are an Employer, your indemnification obligations include, without limitation, any claims, demands, or proceedings arising out of or relating to your recruiting, screening, interviewing, evaluation, selection, hiring, compensation, classification, supervision, discipline, or termination of any Candidate or employee, and your compliance (or alleged noncompliance) with Applicable Laws relating to employment, labor, and the workplace, including wage and hour laws, discrimination and harassment laws, retaliation, equal employment opportunity, background screening and consumer reporting, pay equity, immigration and work authorization, workplace health and safety, and employee benefits. This includes, without limitation, any claims for discrimination, harassment, retaliation, wrongful failure to hire, wrongful termination, misclassification (employee vs. independent contractor or exempt vs. non-exempt), failure to pay wages or overtime, meal and rest breaks, reimbursement of business expenses, wage statements, payroll practices, withholding, unemployment insurance, workers’ compensation, and any employment-related taxes, assessments, penalties, interest, or similar charges. You further agree to indemnify the Company Parties against any claims that your use of the Service, or any decision you make based on the Service or any AI-generated output, resulted in unlawful, unfair, or discriminatory hiring outcomes.
(c) If you are a Candidate, your indemnification obligations include, without limitation, any claims, demands, or proceedings arising out of or relating to (i) your conduct in connection with any application, interview, assessment, or communications with Employers or other users, (ii) any false, misleading, or incomplete information you provide (including regarding identity, credentials, licensure, work authorization, employment history, qualifications, references, or background), (iii) your compliance with Applicable Laws and any obligations you owe to third parties (including your current or former employers), and (iv) any dispute between you and any Employer, including disputes relating to recruiting, hiring, compensation, classification, workplace treatment, or termination. You acknowledge and agree that Talentsearch is not your employer, joint employer, agent, representative, or fiduciary, and you agree not to assert any claim against any Company Party based on any alleged employment relationship with Talentsearch arising out of or relating to the Service.
(d) Talentsearch reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate fully with the Company Parties in the defense of such matter. You may not settle any claim or matter subject to indemnification without Talentsearch’s prior written consent, and any settlement must fully release the Company Parties and not impose any obligation, admission, or liability on any Company Party without Talentsearch’s prior written consent.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
(a) Binding Arbitration. Please read this Section carefully. It provides that all Disputes between you and Talentsearch shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into these Terms constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney’s fees). EACH OF YOU AND TALENTSEARCH AGREES THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED BELOW, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
(b) Pre-Arbitration Resolution. Notwithstanding the foregoing, before making a claim, you and Talentsearch agree to try to resolve any disputes through good faith discussions. For the purpose of this Section, “Talentsearch” means Talentsearch and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. As used herein, the term “Dispute” means any dispute, claim, or controversy regarding, arising out of or relating to these Terms, any aspect of your relationship with Talentsearch, or your use of the Service, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable cause of action or claim for relief, and includes the validity, enforceability or scope of this Section (with the exception of the enforceability of the Class Action Waiver clause below), but excluding any claims Talentsearch may make for injunctive or other equitable relief. You or Talentsearch may initiate this dispute resolution process by sending written notice describing the dispute and the proposed resolution. That written notification must include (i) your name, (ii) your address, (iii) a written description of your Dispute, and (iv) a description of the specific relief you seek. In the event that you and Talentsearch cannot resolve the issue within ninety (90) days following receipt of the initial notice, either party may bring a Dispute in accordance with the remainder of this Section 24.
(c) Arbitration Procedures; Location of Arbitration. For any Dispute not settled pursuant to Section 24(b), you and Talentsearch agree to resolve such Dispute by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Section governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative action procedures or rules apply to the arbitration. The arbitration will be conducted in Santa Clara, California, unless you and Talentsearch agree otherwise. You may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Talentsearch from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our intellectual property rights or other rights in our Available Content or other aspects of the Service.
(d) Class Action Waiver; Jury Waiver. Where permitted under Applicable Law, you agree to bring claims against Talentsearch only in your individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless Talentsearch agrees, no action or court of law may consolidate more than one person’s claims, or otherwise preside over any form of a representative, consolidated or class proceeding, against Talentsearch. This waiver applies to class arbitration, and, unless Talentsearch agrees otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action). You understand and agree that by entering into these Terms you and Talentsearch are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind. Notwithstanding the foregoing, per Section 24(f), this Section 24(e) shall be deemed deleted in the event that it is illegal or unenforceable under Applicable Law.
(e) Severability; Survival. If any clause within this Section (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Section, and the remainder of this Section will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Section will be unenforceable and the Dispute will be decided by a court. This Section shall survive the termination of your service with Talentsearch or its affiliates.
These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in this Section 25. You agree that Talentsearch, in its sole discretion, may suspend or terminate your use of the Service and may remove any User Content or other data within the Service, for any reason, including, without limitation, if Talentsearch believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use, if it is in the best interest of the Talentsearch Member community, or to protect our brand. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. Talentsearch may also in its sole discretion and at any time discontinue providing any or all Available Content or any other part of the Service, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Use may be effected without prior notice, and acknowledge and agree that Talentsearch may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to your account or the Service. You should retain copies of any User Content you post to, or otherwise make available to, the Service so that you have permanent copies in the event your access to the Service is terminated or the Service is modified in such a way that you lose access to User Content you posted or made available to the Service. In the event that you have a paid subscription to the Service and Talentsearch terminates your access to the Service for any reason other than your breach of these Terms of Use, then Talentsearch will refund you the prorated portion of any subscription fees which you have paid but not yet used. Except for the foregoing limited circumstance, you agree that Talentsearch will not be liable to you or any third party for any termination of your access to the Service or any change to the Service. Upon termination or upon your written request to Talentsearch, Talentsearch will work with you to delete your User Content.
Without limiting the foregoing, Talentsearch may make available to you any updates, minor enhancements or performance optimizations, modifications, or bug fixes to the Service or applicable documentation (collectively, “Updates”). Your purchase of the Service is not contingent on the delivery of any future functionality or features or dependent on any oral or written public or private comments made by Talentsearch regarding future functionality or features of the Service. By downloading the Talentsearch mobile application, you agree that Talentsearch may deliver Updates wirelessly over-the-air, which means you do not need to download a new version of the Service from a third-party applications store in order to receive such Updates. For the avoidance of doubt, any Updates introducing new features or significant changes, or additional paid content pursuant to Section 11 may require you to pay additional fees or accept additional terms and may be deployed through the applicable mobile application store or your device’s official update mechanism.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Service and service are provided by Talentsearch, 1550 The Alameda, Suite 150, San Jose, California 95126. If you have a question or complaint regarding the Service or service, please contact Talentsearch’s customer service at [email protected]. You may also contact us by writing Talentsearch, 1550 The Alameda, Suite 150, San Jose, California 95126. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
Except as otherwise stated in these Terms or as expressly required by law, any notice to us shall be given by certified postal mail to Talentsearch, 251 Little Falls Drive, Wilmington, DE 19808, or by email to [email protected]. Any notice to you shall be given to the most current email address in your account.
These Terms are not assignable, transferable, or sublicensable by you except with Talentsearch’s prior written consent, but may be assigned or transferred by us to any affiliate or subsidiary, or in connection with a merger, acquisition, reorganization, sale of Talentsearch’s assets, or similar transaction.
(a) These Terms shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. Notwithstanding the foregoing, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded.
(b) You agree that the Service shall be deemed a passive website based solely in California that does not give rise to personal jurisdiction over Talentsearch, either specific or general, in jurisdictions other than California. You agree to submit to the personal jurisdiction of the federal and state courts located in Placer County, California for any actions for which Talentsearch may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of its intellectual property or proprietary rights, including any provisional relief required to prevent irreparable harm. You agree that Placer County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision provided herein is found to be unenforceable.
We are not responsible for delays, interruptions, or failures to perform our obligations under these Terms if they are caused by events beyond our reasonable control (“Force Majeure”). Force Majeure events may include, for example: natural disasters, fire, flood, war, terrorism, civil unrest, strikes or labor disputes, epidemics or pandemics, power or internet outages, failures of hosting or telecommunications infrastructure, government actions, embargoes, or other events that we could not reasonably foresee or prevent. During a Force Majeure event, our obligations (and, where applicable, your obligations that depend on our performance) are suspended for the duration of the event to the extent affected. We will make reasonable efforts to mitigate the impact and restore the service as soon as practicable.
If a Force Majeure event continues for a substantial period and materially prevents the provision of the Platform or a purchased Service, either party may terminate the affected part of the service relationship with reasonable notice. This does not affect payment obligations already incurred for services already delivered, unless mandatory law provides otherwise.
The Service is controlled and operated from the United States. Those who access or use the Service from other jurisdictions do so at their own risk and are solely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. The headings used in these Terms of Use are included for convenience only and will not limit or otherwise affect these Terms. If any provision of these Terms is held by any court or administrative body of competent jurisdiction to be invalid, illegal, or unenforceable in any respect under any Applicable Law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the validity of the remaining provisions herein, or the validity of all provisions in another jurisdiction. No joint venture, partnership, employment, or agency relationship exists between you and Talentsearch as a result of these Terms or your use of the Service. Talentsearch’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Talentsearch’s right to comply with law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by Talentsearch with respect to such use.
These Terms constitute the entire agreement between you and Talentsearch with respect to the Service and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Talentsearch with respect to the Service. The intellectual property rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.