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TalentValue HRS Association
THIS IS A LEGAL AGREEMENT (“THE AGREEMENT”) BETWEEN YOU AND TALENTVALUE INTERNATIONAL, INC. (“TALENTVALUE”). THIS AGREEMENT PERTAINS TO YOUR USE OF THE TALENTVALUE SOFTWARE, TECHNOLOGY, PROGRAMS, DOCUMENTATION AND UPDATES WHICH ARE PROVIDED TO YOU BY TALENTVALUE (COLLECTIVELY, “THE SOFTWARE”). PLEASE CAREFULLY READ THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCEPT THE AGREEMENT. BY ACCEPTING THE AGREEMENT, YOU ARE CONSENTING TO, AND AGREEING TO BE BOUND BY, THE TERMS OF THIS AGREEMENT. TERMS OF USE. THE PROVISIONS OF TALENTVALUE TERMS OF USE (HTTP://WWW.TALENTVALUE.COM/TERMS) AND PRIVACY POLICY (HTTP://WWW.TALENTVALUE.COM/PRIVACY) ARE INCORPORATED HEREIN AND MADE A PART HEREOF. INSTALLATION, LICENSE USE AND RESERVATION OF RIGHTS. SUBJECT TO PAYMENT OF ALL APPLICABLE FEES, TAXES, DUTIES AND CHARGES, THIS AGREEMENT GRANTS YOUR COMPANY PERSONAL, NON-EXCLUSIVE, NON-TRANSFERABLE, NON-SUB-LICENSABLE RIGHT TO INSTALL, USE, ACCESS, DISPLAY AND RUN ONE COPY OF THE SOFTWARE BY EACH COMPANY AUTHORIZED REGISTERED USER.  THE SOFTWARE MAY NOT BE USED BY ANYONE NOT REGISTERED AS A TALENTVALUEHS MEMBER. TALENTVALUE RESERVES ALL RIGHTS IN THE SOFTWARE NOT EXPRESSLY GRANTED HEREIN, INCLUDING WITHOUT LIMITATION OWNERSHIP AND PROPRIETARY RIGHTS. DISCLAIMER OF WARRANTIES. ALL SOFTWARE PROVIDED BY TALENTVALUE IS PROVIDED “AS IS.” ALL ROYALTY OR FEE BEARING SOFTWARE AS ORIGINALLY DELIVERED IS WARRANTED TO FUNCTION SUBSTANTIALLY IN ACCORDANCE WITH ITS DOCUMENTATION FOR AS LONG AS YOU ARE AN TALENTVALUEHS MEMBER.  OF SHIPMENT TO YOU.   TALENTVALUE’S SOLE LIABILITY AND YOUR SOLE REMEDY FOR A BREACH OF THIS WARRANTY SHALL BE TALENTVALUE’S GOOD FAITH EFFORT TO RECTIFY SUCH NONCONFORMITY.  TALENTVALUE AND ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, PARTNERS, AND EMPLOYEES MAKE NO REPRESENTATION, WARRANTY OR CONDITION TO YOU OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY OF THE FOLLOWING:  1.0.THE DESCRIPTION, QUALITY, NON-INFRINGEMENT, MERCHANTABILITY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OF THE SOFTWARE, OR TITLE TO THE SOFTWARE; 1.2THE CONDITION OF THE SOFTWARE AS FREE FROM ANY VIRUS OR OTHER CODE THAT IS CONTAMINATING, MALICIOUS OR DESTRUCTIVE BY NATURE;1.3 THE CONDITION OF THE SOFTWARE AS ERROR FREE OR CAPABLE OF OPERATING WITHOUT PACKET LOSS OR INTERRUPTION; 1.4THE RELIABILITY OR QUALITY OF ANY CONNECTION TO OR ANY TRANSMISSION OVER THE INTERNET OR OTHER DATA COMMUNICATION PATH. ALL SUCH REPRESENTATIONS, WARRANTIES AND CONDITIONS HEREBY BEING EXPRESSLY EXCLUDED AND DISCLAIMED. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SOFTWARE. LIMITATION OF LIABILITY. IN NO EVENT SHALL TALENTVALUE, ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, PARTNERS, OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY IN ANY RESPECT FOR ANY COSTS OR DAMAGES ARISING EITHER DIRECTLY OR INDIRECTLY FROM THE USE OF THE SOFTWARE INCLUDING WITHOUT LIMITATION ANY ACTUAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, USE, DATA, GOODWILL OR BUSINESS OPPORTUNITIES OF ANY KIND OR NATURE WHATSOEVER, ARISING IN ANY MANNER FROM ANY CAUSE OF ACTION OR CLAIM RELATING TO THIS AGREEMENT OR TO THE SOFTWARE OR TO THE USE OR INSTALLATION OF THE SOFTWARE. THIS LIMITATION OF LIABILITY APPLIES EQUALLY TO ANY THIRD PARTIES WITH WHOM TALENTVALUE ENTERS INTO A BINDING AGREEMENT TO MARKET, DISPLAY AND/OR DISTRIBUTE THE SOFTWARE TO END USERS AND SUCH THIRD PARTIES SHALL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY OF THE DAMAGES SET FORTH ABOVE.  SHOULD A COURT OF COMPETENT JURISDICTION ELECT TO HOLD TALENTVALUE RESPONSIBLE FOR DAMAGES DESPITE THE LIMITATION OF LIABILITY SPECIFIED ABOVE, THE PARTIES AGREE THAT, IN NO EVENT SHALL THE TOTAL COLLECTIVE LIABILITY OF TALENTVALUE FOR ALL CLAIMS UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO TALENTVALUE. YOUR REQUEST FOR SERVICE DENOTES YOUR AGREEMENT AS FOLLOWS:  2.1 GENERAL.  THIS AGREEMENT STATES THE GENERAL TERMS AND CONDITIONS BY WHICH TALENTVALUE DELIVER AND CUSTOMER WILL RECEIVE ALL SERVICES PROVIDED BY TALENTVALUE TO CUSTOMER DURING THE TERM OF THIS AGREEMENT (“SERVICES”). THE SPECIFIC SERVICES TO BE PROVIDED HEREUNDER ARE INTENDED TO BE IDENTIFIED IN ONE OR MORE SERVICE ORDERS. HOWEVER, THIS AGREEMENT SHALL APPLY TO ANY AND ALL SERVICES ORDERED BY CUSTOMER AND PROVIDED BY TALENTVALUE DURING THE TERM OF THIS AGREEMENT, WHETHER OR NOT DESCRIBED IN A SERVICE ORDER. EACH SERVICE ORDER SUBMITTED, ACCEPTED AND EXECUTED BY BOTH PARTIES IS HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT. 2.2 SERVICES ONLY. THIS AGREEMENT COVERS ONLY THE PERFORMANCE AND DELIVERY OF SERVICES BY TALENTVALUE, AND DOES NOT COVER OR RELATE TO ANY SALE, LEASE OR OTHER TRANSFER OR DELIVERY OF ANY EQUIPMENT OR OTHER PROPERTY, UNLESS SPECIFICALLY PROVIDED OTHERWISE IN AN ADDENDUM TO OR MODIFICATION OR AMENDMENT OF THIS AGREEMENT. 2.3  IDENTIFICATION AND PERFORMANCE OF SERVICES. 2.31 SERVICE ORDERS. BY EXECUTING A SERVICE ORDER, CUSTOMER AGREES TO TAKE AND PAY FOR, AND TALENTVALUE AGREES TO PROVIDE, THE SERVICE(S) DESCRIBED IN SUCH SERVICE ORDER DURING THE APPLICABLE INITIAL TERM AND ANY APPLICABLE RENEWAL TERM.2.32SUPPLEMENTAL SERVICES. TALENTVALUE MAY PROVIDE CUSTOMER WITH CERTAIN LIMITED SERVICES NEEDED BY CUSTOMER ON A “ONE-OFF” OR EMERGENCY BASIS (“SUPPLEMENTAL SERVICES”) WHERE SUCH SERVICES ARE NOT INCLUDED WITHIN THE SCOPE OF ANY SERVICE ORDER. SUPPLEMENTAL SERVICES MAY INCLUDE, AS AN EXAMPLE, A REQUEST FROM CUSTOMER TO TALENTVALUE VIA TELEPHONE THAT TALENTVALUE IMMEDIATELY MODIFY A SERVICE OR FORM USED IN CONNECTION WITH SERVICES OR PROVIDE A PRODUCT OR REPORT. TALENTVALUE SHALL NOTIFY CUSTOMER OF THE FEES FOR ANY SUPPLEMENTAL SERVICES REQUESTED BY CUSTOMER AND OBTAIN CUSTOMER’S APPROVAL PRIOR TO PROVIDING SUCH SERVICES. FOR SUPPLEMENTAL SERVICES, SUCH NOTICE AND APPROVAL ARE NOT REQUIRED TO BE IN WRITING. IF NOT EXPLICITLY AGREED OTHERWISE, SUPPLEMENTAL SERVICES SHALL BE PROVIDED BY TALENTVALUE AT TALENTVALUE’S STANDARD RATES AS IN EFFECT AT THE TIME OF SERVICE. CUSTOMER AGREES TO PAY TALENTVALUE THE FEES CHARGED BY TALENTVALUE FOR SUPPLEMENTAL SERVICES. CUSTOMER WILL BE CHARGED FOR SUPPLEMENTAL SERVICES IN THE INVOICE ISSUED THE MONTH FOLLOWING DELIVERY OF SUCH SERVICES OR TALENTVALUE WILL DEBIT THE CUSTOMERS AUTHORIZED CREDIT CARD ON FILE 3.0 DEFINITIONS. FOR THE PURPOSES OF THIS AGREEMENT: 3.1  “TALENTVALUE WEBSITE” MEANS ANY INTERNET BASED WEBSITE OWNED, MANAGED OR MAINTAINED BY TALENTVALUE AND TO WHICH CUSTOMER IS PROVIDED ACCESS IN CONNECTION WITH ANY SERVICES. 3.2 “INITIAL TERM” MEANS, AS TO ANY SERVICE ORDER, THE TERM IDENTIFIED AS THE INITIAL TERM UNDER THAT SERVICE ORDER. THE INITIAL TERM REPRESENTS THE MINIMUM TERM FOR WHICH TALENTVALUE WILL PROVIDE TO CUSTOMER THE PARTICULAR SERVICE(S) COVERED BY THAT SERVICE ORDER. 3.3  “RENEWAL TERM” MEANS, AS TO ANY SERVICE ORDER, ANY PERIOD OF TIME, BEYOND THE APPLICABLE INITIAL TERM, DURING WHICH THE SERVICES COVERED BY THAT SERVICE ORDER CONTINUE TO BE PROVIDED TO CUSTOMER. 3.4 “RULES AND REGULATIONS” MEANS THE TALENTVALUE GENERAL RULES AND REGULATIONS GOVERNING CUSTOMER’S USE OF AND ACCESS TO ANY TALENTVALUE WEBSITE, AS POSTED FROM TIME TO TIME ON SUCH TALENTVALUE WEBSITE.  3.5  “SERVICE ORDER” MEANS AN AGREEMENT SETTING FORTH A DESCRIPTION OF CERTAIN SERVICES TO BE PROVIDED, THE CHARGES FOR SUCH SERVICES, AND RELATED INFORMATION. 4.0 FEES AND PAYMENT TERMS. 4.1 FEES AND EXPENSES. FOR ALL SERVICES, CUSTOMER SHALL PAY ALL FEES AND OTHER CHARGES DUE ACCORDING TO THE PRICES AND TERMS LISTED IN THE APPLICABLE SERVICE ORDER(S). CUSTOMER ALSO SHALL REIMBURSE TALENTVALUE FOR ALL ACTUAL OUT-OF-POCKET EXPENSES REASONABLY INCURRED IN PROVIDING SERVICES TO CUSTOMER, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, TALENTVALUE IS OBLIGATED TO PROVIDE, AND CUSTOMER IS OBLIGATED TO PAY FOR, EACH SERVICE THROUGH ITS INITIAL TERM AND ANY RENEWAL TERM. 4.2 ANNUAL ADJUSTMENT TO FEE SCHEDULES. UNLESS EXPLICITLY PROVIDED OTHERWISE IN THE APPLICABLE SERVICE ORDER, FOR ANY SERVICE ORDER, AT ANY TIME AFTER THE INITIAL TERM UNDER SUCH SERVICE ORDER (BUT NO MORE THAN ONCE EACH YEAR), TALENTVALUE MAY CHANGE OR INCREASE THE PRICES IT CHARGES CUSTOMER FOR SERVICES COVERED BY SUCH SERVICE ORDER. ANY SUCH CHANGE OR INCREASE SHALL BE EFFECTIVE THIRTY (30) DAYS AFTER PROVIDING WRITTEN NOTICE TO CUSTOMER OF SUCH CHANGE OR INCREASE. IF ANY SUCH ANNUAL INCREASE REPRESENTS AN INCREASE BY MORE THAN 10% OF THE PREVIOUS YEAR’S FEE FOR A PARTICULAR SERVICE, CUSTOMER SHALL HAVE THE RIGHT TO TERMINATE SUCH SERVICE BY DELIVERING WRITTEN NOTICE TO TALENTVALUE WITHIN THIRTY (30) DAYS AFTER RECEIPT FROM TALENTVALUE OF NOTICE OF THE INCREASE. 4.3 PAYMENT TERMS. AS TO EACH SERVICE, CUSTOMER WILL BE BILLED FOR NON-RECURRING CHARGES AT THE TIME(S) AND IN THE MANNER INDICATED IN THE APPLICABLE SERVICE ORDER. RECURRING CHARGES WILL BE BILLED IN ADVANCE OF THE PROVISION OF THE CORRESPONDING SERVICES. ALL OTHER CHARGES DURING A MONTH (E.G., USAGE FEES, TRAVEL EXPENSES) WILL BE BILLED AT THE END OF THE MONTH IN WHICH THE SERVICES WERE PROVIDED. PAYMENT FOR ALL FEES IS DUE ON RECEIPT, PAID BY CREDIT CARD OR OTHER ONLINE PAYMENT MERCHANT SERVICES SOFTWARE.  EXCEPTIONS TO THIS WOULD REQUIRE A SEPARATE TERMS AGREEMENT. ALL UNPAID INVOICES WILL BE PAID WITHIN THIRTY (30) DAYS OF CUSTOMER’S RECEIPT OF EACH TALENTVALUE INVOICE. ALL CHARGES ARE STATED AND ALL PAYMENTS MUST BE MADE IN U.S. DOLLARS. 4.4 LATE PAYMENTS. ANY PAYMENT NOT RECEIVED WITHIN THIRTY (30) DAYS OF RECEIPT OF THE INVOICE BY CUSTOMER WILL ACCRUE INTEREST AT A RATE OF ONE AND ONE-HALF PERCENT (1.5%) PER MONTH, OR THE HIGHEST RATE ALLOWED BY APPLICABLE LAW, WHICHEVER IS LOWER. IF CUSTOMER IS DELINQUENT IN ITS PAYMENTS FOR ANY INVOICE, TALENTVALUE MAY, UPON WRITTEN NOTICE TO CUSTOMER, MODIFY THE PAYMENT TERMS FOR THE RELATED SERVICES TO REQUIRE FULL PAYMENT BEFORE THE PROVISION OF ANY SERVICES OR REQUIRE OTHER ASSURANCES TO SECURE CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER. 4.5 TAXES. CUSTOMER SHALL PAY STATE SALES, USE AND SIMILAR TAXES IMPOSED ON THE DELIVERY OF THE SERVICES UNDER THIS AGREEMENT.  5.0 CONFIDENTIAL INFORMATION; INTELLECTUAL PROPERTY OWNERSHIP; LICENSE GRANTS. 5.1 CONFIDENTIAL INFORMATION. 4.2NONDISCLOSURE OF CONFIDENTIAL INFORMATION. TALENTVALUE ACKNOWLEDGES THAT IT WILL HAVE ACCESS TO CERTAIN CONFIDENTIAL INFORMATION OF CUSTOMER CONCERNING CUSTOMER’S BUSINESS, PLANS, CUSTOMERS, TECHNOLOGY, AND PRODUCTS, AND OTHER INFORMATION HELD IN CONFIDENCE BY CUSTOMER (“CUSTOMER CONFIDENTIAL INFORMATION”). CUSTOMER ACKNOWLEDGES THAT IT WILL HAVE ACCESS TO CERTAIN CONFIDENTIAL INFORMATION OF TALENTVALUE CONCERNING TALENTVALUE’S BUSINESS, PLANS, CUSTOMERS, TECHNOLOGY, AND PRODUCTS, AND OTHER INFORMATION HELD IN CONFIDENCE BY TALENTVALUE (“TALENTVALUE CONFIDENTIAL INFORMATION”) (CUSTOMER CONFIDENTIAL INFORMATION AND TALENTVALUE CONFIDENTIAL INFORMATION IS TOGETHER REFERRED TO AS “CONFIDENTIAL INFORMATION”). A PARTY’S CONFIDENTIAL INFORMATION INCLUDES ALL OF SUCH PARTY’S INFORMATION IN TANGIBLE OR INTANGIBLE FORM THAT IS MARKED OR DESIGNATED BY SUCH PARTY AS CONFIDENTIAL OR THAT, UNDER THE CIRCUMSTANCES OF ITS DISCLOSURE, SHOULD BE CONSIDERED CONFIDENTIAL INFORMATION. TALENTVALUE CONFIDENTIAL INFORMATION INCLUDES TALENTVALUE’S PROPRIETARY TECHNOLOGY, SERVICES, SOFTWARE AND SOFTWARE TOOLS (IN SOURCE AND OBJECT FORMS), USER INTERFACE DESIGNS, DOCUMENTATION (BOTH PRINTED AND ELECTRONIC), KNOW-HOW, TRADE SECRETS AND RELATED INTELLECTUAL PROPERTY RIGHTS THROUGHOUT THE WORLD (WHETHER OWNED BY TALENTVALUE OR LICENSED TO TALENTVALUE FROM A THIRD PARTY) AND ALSO INCLUDING ANY DERIVATIVES, IMPROVEMENTS, ENHANCEMENTS OR EXTENSIONS THEREOF (“TALENTVALUE TECHNOLOGY”). EACH PARTY AGREES THAT IT WILL TAKE REASONABLE PRECAUTIONS TO PROTECT THE CONFIDENTIALITY OF SUCH INFORMATION, AT LEAST AS STRINGENT AS IT TAKES TO PROTECT ITS OWN CONFIDENTIAL INFORMATION, AND THAT IT WILL NOT USE IN ANY WAY, FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANY THIRD PARTY, EXCEPT AS EXPRESSLY PERMITTED BY, OR REQUIRED TO ACHIEVE THE PURPOSES OF, THIS AGREEMENT, NOR (EXCEPT AS REQUIRED BY LAW) DISCLOSE TO ANY THIRD PARTY, ANY OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION. 5.2 EXCEPTIONS. INFORMATION WILL NOT BE DEEMED CONFIDENTIAL INFORMATION HEREUNDER IF SUCH INFORMATION: (I) IS KNOWN TO THE RECEIVING PARTY PRIOR TO RECEIPT FROM THE DISCLOSING PARTY DIRECTLY OR INDIRECTLY FROM A SOURCE OTHER THAN ONE HAVING AN OBLIGATION OF CONFIDENTIALITY TO THE DISCLOSING PARTY; (II) BECOMES KNOWN (INDEPENDENTLY OF DISCLOSURE BY THE DISCLOSING PARTY) TO THE RECEIVING PARTY DIRECTLY OR INDIRECTLY FROM A SOURCE OTHER THAN ONE HAVING AN OBLIGATION OF CONFIDENTIALITY TO THE DISCLOSING PARTY; (III) BECOMES PUBLICLY KNOWN OR OTHERWISE CEASES TO BE SECRET OR CONFIDENTIAL, EXCEPT THROUGH A BREACH OF THIS AGREEMENT BY THE RECEIVING PARTY; OR (IV) IS INDEPENDENTLY DEVELOPED BY THE RECEIVING PARTY.  THE RECEIVING PARTY MAY DISCLOSE CONFIDENTIAL INFORMATION PURSUANT TO THE REQUIREMENTS OF A GOVERNMENTAL AGENCY OR BY OPERATION OF LAW, PROVIDED THAT IT GIVES THE DISCLOSING PARTY REASONABLE PRIOR WRITTEN NOTICE SUFFICIENT TO PERMIT THE DISCLOSING PARTY TO CONTEST SUCH DISCLOSURE. 6.0 INTELLECTUAL PROPERTY. 6.1 OWNERSHIP. EXCEPT FOR THE LICENSE EXPRESSLY MADE IN SECTION 4.3, THIS AGREEMENT DOES NOT TRANSFER FROM TALENTVALUE TO CUSTOMER ANY TALENTVALUE TECHNOLOGY OR ANY TALENTVALUE CONFIDENTIAL INFORMATION OR ANY RIGHT, TITLE OR INTEREST THEREIN, AND ALL RIGHT, TITLE AND INTEREST IN AND TO ALL TALENTVALUE TECHNOLOGY AND ALL TALENTVALUE CONFIDENTIAL INFORMATION WILL REMAIN SOLELY WITH TALENTVALUE. IF ANY SOFTWARE IS INCLUDED IN ANY TALENTVALUE TECHNOLOGY OR TALENTVALUE CONFIDENTIAL INFORMATION, CUSTOMER AGREES THAT IT WILL NOT, DIRECTLY OR INDIRECTLY, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR OTHERWISE ATTEMPT TO DERIVE SOURCE CODE FROM SUCH SOFTWARE. 6.2 GENERAL SKILLS AND KNOWLEDGE. SUBJECT TO SECTION 4.1, TALENTVALUE WILL NOT BE PROHIBITED OR ENJOINED AT ANY TIME BY CUSTOMER FROM UTILIZING ANY SKILLS OR KNOWLEDGE OF A GENERAL NATURE ACQUIRED DURING THE COURSE OF PROVIDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, INFORMATION PUBLICLY KNOWN OR AVAILABLE OR THAT COULD REASONABLY BE ACQUIRED IN SIMILAR WORK PERFORMED FOR ANOTHER CUSTOMER OF TALENTVALUE.  7.0 LICENSE GRANT.  COMMENCING AT THE TIME TALENTVALUE RECEIVES THE ASSOCIATED PAYMENT FOR ANY SERVICES, TALENTVALUE GRANTS TO CUSTOMER A NON-EXCLUSIVE, NON-TRANSFERABLE, ROYALTY FREE LICENSE TO USE THE TALENTVALUE TECHNOLOGY IDENTIFIED BY TALENTVALUE AS BEING IN CONNECTION WITH ITS PROVISION OF SERVICES. SUCH LICENSE SHALL CONTINUE ONLY FOR SO LONG AS NECESSARY FOR CUSTOMER TO UTILIZE SUCH SERVICES. SUCH LICENSE SHALL NOT EXTEND BEYOND TERMINATION OF THIS AGREEMENT, NOR TO ANY PERIOD DURING WHICH CUSTOMER IS IN MATERIAL BREACH UNDER THIS AGREEMENT. TO THE EXTENT THAT CUSTOMER OR ITS EMPLOYEES OR CONTRACTORS PARTICIPATE IN THE CREATION OR DEVELOPMENT OF TALENTVALUE TECHNOLOGY, CUSTOMER, ON BEHALF OF ITSELF AND ITS EMPLOYEES AND CONTRACTORS, HEREBY ASSIGNS TO TALENTVALUE ALL RIGHT, TITLE AND INTEREST, INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS IN, THE TALENTVALUE TECHNOLOGY.  7.0 TALENTVALUE REPRESENTATIONS AND WARRANTIES. 7.1 SERVICE PERFORMANCE WARRANTY. TALENTVALUE WARRANTS THAT IT WILL PERFORM THE SERVICES WITH REASONABLE CARE IN A MANNER CONSISTENT WITH INDUSTRY STANDARDS REASONABLY APPLICABLE TO THE PERFORMANCE THEREOF. 7.2 NO OTHER WARRANTY. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SECTION 5.1, AND EXCEPT FOR ANY SEPARATE WARRANTY THAT MAY BE SET FORTH IN ANY ADDENDUM TO THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. TALENTVALUE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TALENTVALUE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. 7.3 DISCLAIMER OF ACTIONS CAUSED BY AND/OR UNDER THE CONTROL OF THIRD PARTIES. TALENTVALUE DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM TALENTVALUE’S NETWORK AND OTHER PORTIONS OF THE INTERNET AND TELEPHONE UTILITIES. SUCH FLOW DEPENDS IN LARGE PART ON SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. ALTHOUGH TALENTVALUE WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SERVICE INTERRUPTIONS, TALENTVALUE CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, TALENTVALUE DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS EXCEPT TO THE EXTENT, IF ANY, THAT SUCH THE OCCURRENCE OF EVENT IS WHOLLY WITHIN THE CONTROL OF TALENTVALUE.  8.0 CUSTOMER OBLIGATIONS.  8.1 COMPLIANCE WITH LAW, RULES AND REGULATIONS. CUSTOMER AGREES THAT IT WILL USE THE SERVICES ONLY FOR LAWFUL PURPOSES AND IN ACCORDANCE WITH THIS AGREEMENT. CUSTOMER WILL COMPLY AT ALL TIMES WITH ALL APPLICABLE LAWS AND REGULATIONS, AS WELL AS THE RULES AND REGULATIONS AS IN EFFECT FROM TIME TO TIME. THE RULES AND REGULATIONS ARE INCORPORATED HEREIN AND MADE A PART HEREOF BY THIS REFERENCE. TALENTVALUE MAY CHANGE THE RULES AND REGULATIONS UPON THIRTY (30) DAYS’ NOTICE TO CUSTOMER, WHICH NOTICE MAY BE PROVIDED BY POSTING SUCH NEW RULES AND REGULATIONS AT THE APPLICABLE TALENTVALUE WEB SITE. 8.2  RESTRICTIONS ON USE OF SERVICES. CUSTOMER SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF TALENTVALUE (WHICH MAY BE WITHHELD IN ITS SOLE DISCRETION), RESELL OR OTHERWISE MAKE AVAILABLE SERVICES (INCLUDING ACCESS TO ANY TALENTVALUE WEBSITE) TO ANY THIRD PARTIES, EXCEPT AS SPECIFICALLY CONTEMPLATED BY THE APPLICABLE SERVICE ORDER.  9.0. LIMITATIONS OF LIABILITY. 9.1. CONSEQUENTIAL DAMAGES WAIVER. EXCEPT FOR A BREACH OF SECTION 4.1 (“CONFIDENTIAL INFORMATION”) OF THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.   9.2. TALENTVALUE NOT RESPONSIBLE FOR EMPLOYMENT LAW COMPLIANCE. THE SERVICES MAY INCLUDE, AMONG OTHER THINGS, HELPING EMPLOYERS FIND NEW EMPLOYEES AND RETAIN THE EMPLOYEES THEY ALREADY HAVE, BY AUTOMATING CERTAIN FUNCTIONS UTILIZING INTERACTIVE VOICE, ARTIFICIAL INTELLIGENCE, TELEPHONY AND THE INTERNET. ALTHOUGH TALENTVALUE ASSISTS IN AUTOMATING SUCH FUNCTIONS, THE MANNER IN WHICH ALL SUCH FUNCTIONS ARE PERFORMED, AND THE ACTUAL PERFORMANCE OF SUCH FUNCTIONS, IS SOLELY THE RESPONSIBILITY OF CUSTOMER. TALENTVALUE IS NOT, AND DOES NOT HOLD ITSELF OUT TO BE, AN EXPERT REGARDING EMPLOYMENT OR RELATED LAWS. TALENTVALUE IS NOT RESPONSIBLE FOR ASSURING COMPLIANCE BY CUSTOMER WITH EMPLOYMENT OR OTHER LAWS APPLICABLE TO CUSTOMER AND TO CUSTOMER’S PERFORMANCE OF SUCH FUNCTIONS. 9.3. ABSOLUTE LIMITATION ON THE LIABILITY OF TALENTVALUE. THE AGGREGATE LIABILITY OR RESPONSIBILITY OF TALENTVALUE UNDER FOR OR WITH RESPECT TO ANY ONE OR MORE CLAIMS, LOSSES, LIABILITIES, DAMAGES, ACTIONS, CAUSES OF ACTION, ARBITRATION AWARDS, DEFICIENCIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, INTEREST COSTS, PENALTIES AND REASONABLE ATTORNEYS' FEES) THAT MAY ARISE HEREUNDER OR IN CONNECTION WITH THE PROVISION OF ANY SERVICES, OR FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, AND INCLUDING TALENTVALUE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE THEN PRECEDING CALENDAR YEAR. 9.4 BASIS OF THE BARGAIN; FAILURE OF ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT TALENTVALUE HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. 10.0 TERMINATION FOR CAUSE. EITHER PARTY MAY TERMINATE THIS AGREEMENT IF: (I) THE OTHER PARTY BREACHES ANY MATERIAL TERM OR CONDITION OF THIS AGREEMENT AND FAILS TO CURE SUCH BREACH WITHIN THIRTY (30) DAYS AFTER RECEIPT OF WRITTEN NOTICE OF THE SAME, EXCEPT IN THE CASE OF FAILURE TO PAY FEES, WHICH MUST BE CURED WITHIN FIVE (5) DAYS AFTER RECEIPT OF WRITTEN NOTICE FROM TALENTVALUE; (II) THE OTHER PARTY BECOMES THE SUBJECT OF A VOLUNTARY PETITION IN BANKRUPTCY OR ANY VOLUNTARY PROCEEDING RELATING TO INSOLVENCY, RECEIVERSHIP, LIQUIDATION, OR COMPOSITION FOR THE BENEFIT OF CREDITORS; OR (III) THE OTHER PARTY BECOMES THE SUBJECT OF AN INVOLUNTARY PETITION IN BANKRUPTCY OR ANY INVOLUNTARY PROCEEDING RELATING TO INSOLVENCY, RECEIVERSHIP, LIQUIDATION, OR COMPOSITION FOR THE BENEFIT OF CREDITORS, IF SUCH PETITION OR PROCEEDING IS NOT DISMISSED WITHIN SIXTY (60) DAYS OF FILING. 10.1 EFFECT OF TERMINATION. UPON THE EFFECTIVE DATE OF TERMINATION OF THIS AGREEMENT:  10.2 TALENTVALUE WILL IMMEDIATELY CEASE PROVIDING THE SERVICE(S); 10.3  ANY AND ALL PAYMENT OBLIGATIONS OF CUSTOMER UNDER THIS AGREEMENT FOR SERVICE(S) PROVIDED THROUGH THE DATE OF TERMINATION WILL IMMEDIATELY BECOME DUE; AND; 10.4  EACH PARTY WILL PROMPTLY RETURN ALL CONFIDENTIAL INFORMATION OF THE OTHER PARTY IN ITS POSSESSION AND WILL NOT MAKE OR RETAIN ANY COPIES OF SUCH CONFIDENTIAL INFORMATION EXCEPT AS REQUIRED TO COMPLY WITH ANY APPLICABLE LEGAL OR ACCOUNTING RECORD KEEPING REQUIREMENT. 11.0. MISCELLANEOUS PROVISIONS. 11.1.  FORCE MAJEURE. EXCEPT FOR THE OBLIGATION TO MAKE PAYMENTS, NEITHER PARTY WILL BE LIABLE FOR ANY FAILURE OR DELAY IN ITS PERFORMANCE UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND ITS REASONABLE CONTROL, INCLUDING ACTS OF WAR, ACTS OF GOD, EARTHQUAKE, FLOOD, EMBARGO, RIOT, SABOTAGE, LABOR SHORTAGE OR DISPUTE, GOVERNMENTAL ACT OR FAILURE OF THE INTERNET OR TELEPHONE UTILITIES SERVICES. 11.2  GOVERNMENT REGULATIONS. CUSTOMER WILL NOT EXPORT, RE-EXPORT, TRANSFER, OR MAKE AVAILABLE, WHETHER DIRECTLY OR INDIRECTLY, ANY REGULATED ITEM OR INFORMATION TO ANYONE OUTSIDE THE U.S. IN CONNECTION WITH THIS AGREEMENT WITHOUT FIRST COMPLYING WITH ALL EXPORT CONTROL LAWS AND REGULATIONS WHICH MAY BE IMPOSED BY THE U.S. GOVERNMENT AND ANY COUNTRY OR ORGANIZATION OF NATIONS WITHIN WHOSE JURISDICTION CUSTOMER OPERATES OR DOES BUSINESS. NON-SOLICITATION. DURING THE TERM OF THIS AGREEMENT AND CONTINUING THROUGH THE FIRST ANNIVERSARY OF THE TERMINATION OF THIS AGREEMENT, CUSTOMER AGREES THAT IT WILL NOT, AND WILL ENSURE THAT ITS AFFILIATES DO NOT, DIRECTLY OR INDIRECTLY, INTENTIONALLY SOLICIT OR ATTEMPT TO SOLICIT FOR EMPLOYMENT ANY PERSONS EMPLOYED BY TALENTVALUE OR CONTRACTED BY TALENTVALUE TO PROVIDE SERVICES TO CUSTOMER. 11.3 NO THIRD PARTY BENEFICIARIES. TALENTVALUE AND CUSTOMER AGREE THAT THERE SHALL BE NO THIRD PARTY BENEFICIARIES TO THIS AGREEMENT; 11.4. GOVERNING LAW; DISPUTE RESOLUTION. THIS AGREEMENT IS MADE UNDER AND WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF RHODE ISLAND (EXCEPT THAT ANY LAW THAT WOULD CAUSE THE APPLICATION OF THE SUBSTANTIVE OR PROCEDURAL LAW OF ANY OTHER STATE SHALL NOT APPLY). PRIOR TO INITIATING ANY LEGAL ACTION, THE INITIATING PARTY SHALL GIVE THE OTHER PARTY SIXTY (60) DAYS WRITTEN NOTICE OF ITS INTENT TO FILE AN ACTION. DURING SUCH SIXTY (60) DAY NOTICE PERIOD, THE PARTIES WILL ENDEAVOR TO SETTLE AMICABLY BY MUTUAL DISCUSSIONS ANY DISPUTES, DIFFERENCES, OR CLAIMS WHATSOEVER RELATED TO THIS AGREEMENT. FAILING SUCH AMICABLE SETTLEMENT AND EXPIRATION OF THE NOTICE PERIOD, ANY CONTROVERSY, CLAIM, OR DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT, INCLUDING THE EXISTENCE, VALIDITY, INTERPRETATION, PERFORMANCE, TERMINATION OR BREACH THEREOF, SHALL FINALLY BE SETTLED IN A COURT OF COMPETENT JURISDICTION AS SET FORTH HEREIN. ANY DISPUTE NOT SETTLED AS PROVIDED ABOVE SHALL BE UNDER THE JURISDICTION OF THE COURTS SITTING IN PROVIDENCE, RHODE ISLAND, AND VENUE SHALL LIE WITH SUCH COURTS. NOTWITHSTANDING THE FOREGOING, CLAIMS FOR PRELIMINARY INJUNCTIVE RELIEF, OTHER PRE-JUDGMENT REMEDIES, AND CLAIMS FOR CUSTOMER’S FAILURE TO PAY FOR SERVICES IN ACCORDANCE WITH THIS AGREEMENT MAY BE BROUGHT IN A STATE OR FEDERAL COURT IN THE UNITED STATES WITH JURISDICTION OVER THE SUBJECT MATTER AND PARTIES IRRESPECTIVE OF THE FOREGOING REQUIREMENT. 11.4 SEVERABILITY; WAIVER. IN THE EVENT ANY PROVISION OF THIS AGREEMENT IS HELD BY A TRIBUNAL OF COMPETENT JURISDICTION TO BE CONTRARY TO THE LAW, THE REMAINING PROVISIONS OF THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT. THE WAIVER OF ANY BREACH OR DEFAULT OF THIS AGREEMENT WILL NOT CONSTITUTE A WAIVER OF ANY SUBSEQUENT BREACH OR DEFAULT, AND WILL NOT ACT TO AMEND OR NEGATE THE RIGHTS OF THE WAIVING PARTY; 11.5 ASSIGNMENT. CUSTOMER MAY ASSIGN THIS AGREEMENT IN WHOLE AS PART OF A CORPORATE REORGANIZATION, CONSOLIDATION, MERGER, OR SALE OF SUBSTANTIALLY ALL OF ITS ASSETS. CUSTOMER MAY NOT OTHERWISE ASSIGN ITS RIGHTS OR DELEGATE ITS DUTIES UNDER THIS AGREEMENT EITHER IN WHOLE OR IN PART WITHOUT THE PRIOR WRITTEN CONSENT OF TALENTVALUE, AND ANY ATTEMPTED ASSIGNMENT OR DELEGATION WITHOUT SUCH CONSENT WILL BE VOID. TALENTVALUE MAY ASSIGN THIS AGREEMENT IN WHOLE OR PART. TALENTVALUE ALSO MAY DELEGATE THE PERFORMANCE OF CERTAIN SERVICES TO THIRD PARTIES, INCLUDING TALENTVALUE’S WHOLLY OWNED SUBSIDIARIES, PROVIDED TALENTVALUE CONTROLS THE DELIVERY OF SUCH SERVICES TO CUSTOMER AND REMAINS RESPONSIBLE TO CUSTOMER FOR THE DELIVERY OF SUCH SERVICES. THIS AGREEMENT WILL BIND AND INURE TO THE BENEFIT OF EACH PARTY’S SUCCESSORS AND PERMITTED ASSIGNS; 11.6  NOTICE. ANY NOTICE OR COMMUNICATION REQUIRED OR PERMITTED TO BE GIVEN HEREUNDER MAY BE DELIVERED BY HAND, DEPOSITED WITH AN OVERNIGHT COURIER, SENT BY EMAIL, CONFIRMED FACSIMILE, OR MAILED BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, IN EACH CASE TO THE ADDRESS OF THE RECEIVING PARTY AS LISTED ON THE APPLICABLE SERVICE ORDER OR AT SUCH OTHER ADDRESS AS MAY HEREAFTER BE FURNISHED IN WRITING BY EITHER PARTY TO THE OTHER PARTY. SUCH NOTICE WILL BE DEEMED TO HAVE BEEN GIVEN AS OF THE DATE IT IS DELIVERED, MAILED, EMAILED, FAXED OR SENT, WHICHEVER IS EARLIER, PROVIDED THE PARTIES CAN PROVIDE CONFIRMING EVIDENCE OF SUCH, OTHERWISE SUCH NOTICE SHALL BE DEEMED TO HAVE BEEN GIVEN AS OF THE DATE RECEIVED.   12.0 ENTIRE AGREEMENT; COUNTERPARTS; ORIGINALS. THIS AGREEMENT, INCLUDING ALL DOCUMENTS INCORPORATED HEREIN BY REFERENCE, CONSTITUTES THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES AND REPLACES ANY AND ALL PRIOR OR CONTEMPORANEOUS DISCUSSIONS, NEGOTIATIONS, UNDERSTANDINGS AND AGREEMENTS, WRITTEN AND ORAL, REGARDING SUCH SUBJECT MATTER. ANY ADDITIONAL OR DIFFERENT TERMS IN ANY PURCHASE ORDER OR OTHER RESPONSE BY EITHER PARTY SHALL, UNLESS SPECIFICALLY AGREED TO, BE DEEMED OBJECTED TO BY THE OTHER PARTY WITHOUT NEED OF FURTHER NOTICE OF OBJECTION, AND SHALL BE OF NO EFFECT OR IN ANY WAY BINDING UPON THE OTHER PARTY. THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT. ONCE SIGNED, ANY REPRODUCTION OF THIS AGREEMENT MADE BY RELIABLE MEANS (E.G., PHOTOCOPY, FACSIMILE) IS CONSIDERED AN ORIGINAL. THIS AGREEMENT MAY BE CHANGED ONLY BY A WRITTEN DOCUMENT SIGNED BY AUTHORIZED REPRESENTATIVES OF TALENTVALUE AND CUSTOMER IN ACCORDANCE WITH THIS SECTION. FOR PURPOSES OF THIS AGREEMENT, THE TERM “WRITTEN” MEANS ANYTHING REDUCED TO A TANGIBLE FORM BY A PARTY, INCLUDING A PRINTED OR HAND WRITTEN DOCUMENT, E-MAIL OR OTHER ELECTRONIC FORMAT. 12.1 INTERPRETATION OF CONFLICTING TERMS. IN THE EVENT OF A CONFLICT BETWEEN OR AMONG THE TERMS IN THIS AGREEMENT, ANY SERVICE ORDER(S), AND ANY OTHER DOCUMENT MADE A PART HEREOF, THE DOCUMENTS SHALL CONTROL IN THE FOLLOWING ORDER: THE SERVICE ORDER(S), THIS AGREEMENT, AND ANY SUCH OTHER  DOCUMENT(S). IN EACH CASE, A LATER DATED DOCUMENT OF ANY TYPE SHALL CONTROL ANY EARLIER DATED DOCUMENT OF THE SAME TYPE.  13.0 INDEMNIFICATION. YOU AGREE TO INDEMNIFY AND HOLD TALENTVALUE, ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, LICENSORS, SUPPLIERS, AND ANY THIRD PARTY DISTRIBUTORS HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, LOSSES, COSTS INCLUDING ATTORNEY FEES AND EXPENSES RESULTING FROM ANY VIOLATION BY YOU OF THIS AGREEMENT OR ASSERTED BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF OR CONDUCT WITH RESPECT TO THE SOFTWARE. EXPORT CONTROL LAWS. THE EXPORT AND RE-EXPORT OF TALENTVALUE SOFTWARE AND OTHER MATERIALS ARE CONTROLLED BY THE EXPORT LAWS AND REGULATIONS OF CANADA AND THE UNITED STATES, AS THEY MAY BE AMENDED FROM TIME TO TIME. ACCORDINGLY, YOU CERTIFY THAT YOU ARE AWARE OF AND WILL COMPLY WITH ALL APPLICABLE EXPORT RULES AND REGULATIONS, INCLUDING THE RESPONSIBILITY TO OBTAIN A LICENSE FOR THE EXPORT OR RE-EXPORT OF THE SOFTWARE AND OTHER MATERIALS TO ANY DESTINATION REQUIRING SUCH A LICENSE. IN ADDITION, THE SOFTWARE MAY NOT BE EXPORTED OR RE-EXPORTED TO ANY COUNTRY TO WHICH CANADA OR THE UNITED STATES PROHIBITS THE EXPORT OF GOODS, TECHNOLOGY, OR SERVICES OR TO NATIONALS OF THOSE COUNTRIES, WHEREVER LOCATED. MOREOVER, THE SOFTWARE MAY NOT BE DISTRIBUTED TO PERSONS ON THE TABLE OF DENIAL ORDERS, THE ENTITY LIST, OR THE LIST OF SPECIALLY DESIGNATED NATIONALS MAINTAINED BY THE U.S. GOVERNMENT. BY DOWNLOADING THE SOFTWARE, YOU ARE CERTIFYING THAT YOU ARE NOT A NATIONAL OF ONE OF THE ABOVE-LISTED COUNTRIES OR OF ANY OTHER COUNTRY TO WHICH CANADA OR THE UNITED STATES EMBARGOES GOODS, SERVICES, OR TECHNOLOGY AND THAT YOU ARE NOT A PERSON ON THE TABLE OF DENIAL ORDERS, THE ENTITY LIST, OR THE LIST OF SPECIALLY DESIGNATED NATIONALS. MODIFICATIONS OF THE SOFTWARE. TALENTVALUE RESERVES THE RIGHT TO MODIFY THE SOFTWARE AT ITS SOLE DISCRETION, WITHOUT NOTICE. TALENTVALUE’S RIGHT TO MODIFY THE SOFTWARE APPLIES TO ALL ASPECTS OF THE SOFTWARE. INTELLECTUAL PROPERTY RIGHTS AND THIRD PARTY MATERIALS. ALL SERVICE MARKS, LOGOS, TRADE NAMES, TRADE DRESS, AND TRADEMARKS OF TALENTVALUE (COLLECTIVELY “MARKS”) INCORPORATED INTO THE SOFTWARE ARE THE EXCLUSIVE PROPERTY OF TALENTVALUE AND NOTHING IN THIS AGREEMENT SHALL GRANT YOU A LICENSE TO USE SUCH MARKS. ALL INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE, INCLUDING WITHOUT LIMITATION ALL COMPUTER CODE, AUDIO, GRAPHICS, MULTIMEDIA, IMAGES, SOUNDS, AND TEXT INCORPORATED INTO THE SOFTWARE, ARE OWNED EXCLUSIVELY BY TALENTVALUE AND ARE PROTECTED BY UNITED STATES AND/OR CANADIAN COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATY PROVISIONS. ANY UNAUTHORIZED USE OR APPROPRIATION OF THE INTELLECTUAL PROPERTY EMBODIED IN OR INCORPORATED INTO THE SOFTWARE IS EXPRESSLY PROHIBITED BY LAW AND MAY RESULT IN SEVERE CIVIL AND CRIMINAL PENALTIES. ADDITIONALLY, OTHER MARKS THAT APPEAR ON TALENTVALUE’S WEB SITES MAY BELONG TO THIRD PARTIES THAT ARE NOT AFFILIATED WITH TALENTVALUE. LINKS AVAILABLE ON THE WEB SITE MAY ENABLE YOU TO LEAVE THE TALENTVALUE SITE. TALENTVALUE DOES NOT CONTROL OR ENDORSE THE CONTENT OF THIRD PARTY WEB SITES. THE LINKED SITES ARE NOT UNDER THE CONTROL OF TALENTVALUE, AND TALENTVALUE IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS TO ENSURE THAT WHATEVER PAGE, PROGRAM OR DOWNLOAD LINKS YOU FOLLOW, WHETHER ON TALENTVALUE’S WEB SITES OR THE SITES OF THIRD PARTIES, ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, AND OTHER ITEMS OF A CONTAMINATING, MALICIOUS OR DESTRUCTIVE NATURE. IP ADDRESSES. UPON EXPIRATION, CANCELLATION, OR TERMINATION OF THIS AGREEMENT, YOU SHALL RELINQUISH ANY IP ADDRESS OR ADDRESSES ASSIGNED TO YOU BY TALENTVALUE. GOVERNING LAW AND FORUM. THIS AGREEMENT, ITS VALIDITY, CONSTRUCTION, EFFECT AND ENFORCEMENT, AND THE RELATIONSHIP BETWEEN TALENTVALUE AND YOU SHALL BE GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA IN EFFECT IN THE STATE OF RHODE ISLAND. ANY DISPUTE BETWEEN YOU AND TALENTVALUE REGARDING THIS AGREEMENT WILL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS IN THE STATE OF RHODE ISLAND. YOU AGREE TO SUBMIT TO EXCLUSIVE JURISDICTION IN THE STATE OF RHODE ISLAND, AND YOU EXPRESSLY WAIVE ALL DEFENSES TO JURISDICTION. ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE PROVISIONS OF TALENTVALUE’S TERMS OF USE (HTTP://WWW.TALENTVALUE.COM/TERMS) AND PRIVACY POLICY (HTTP://WWW.TALENTVALUE.COM/PRIVACY), SET FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN YOU AND TALENTVALUE RELATING TO YOUR USE OF THE SOFTWARE AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS COMMUNICATIONS, UNDERSTANDINGS, EXPECTATIONS, REPRESENTATIONS, DISCUSSIONS, UNDERTAKINGS OR AGREEMENTS WITH RESPECT TO THE SOFTWARE. SEVERABILITY.  IF ANY PROVISION OF THIS AGREEMENT IS HELD FULLY OR PARTIALLY INVALID OR UNENFORCEABLE FOR ANY REASON WHATSOEVER, OR ADJUDGED TO VIOLATE ANY APPLICABLE LAW, THIS AGREEMENT IS TO BE CONSIDERED DIVISIBLE AS TO SUCH PROVISION AND SUCH PROVISION, TO THE EXTENT THAT IT IS INVALID OR UNENFORCEABLE, IS TO BE DEEMED DELETED FROM THIS AGREEMENT, AND THE REMAINDER OF THIS AGREEMENT SHALL BE VALID AND BINDING AS IF SUCH PROVISION WERE NOT INCLUDED HEREIN. IF ANY PROVISION OR PART THEREOF OF THIS AGREEMENT IS STRICKEN IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION, THEN THIS STRICKEN PROVISION SHALL BE REPLACED, TO THE EXTENT POSSIBLE, WITH A LEGAL, ENFORCEABLE, AND VALID PROVISION THAT IS AS SIMILAR IN TENOR TO THE STRICKEN PROVISION AS IS LEGALLY POSSIBLE. NON-WAIVER. TALENTVALUE’S FAILURE TO INSIST UPON OR ENFORCE STRICT PERFORMANCE OF OR STRICT COMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT SHALL NOT BE CONSTRUED AS A WAIVER OF ANY PROVISION OR RIGHT. NEITHER THE COURSE OF CONDUCT BETWEEN THE PARTIES NOR TRADE PRACTICE SHALL ACT TO MODIFY ANY PROVISION OF THIS AGREEMENT. ASSIGNMENT OF RIGHTS. TALENTVALUE MAY ASSIGN ITS RIGHTS AND DUTIES UNDER THIS AGREEMENT TO ANY PARTY AT ANY TIME WITHOUT NOTICE TO YOU. MODIFICATIONS OF AGREEMENT. ONLY TALENTVALUE MAY MODIFY THIS AGREEMENT, THE PROVISIONS OF TALENTVALUE’S TERMS OF USE (HTTP://WWW.TALENTVALUE.COM/TERMS) OR THE PROVISIONS OF TALENTVALUE’S PRIVACY POLICY (HTTP://WWW.TALENTVALUE.COM/PRIVACY).  TALENTVALUE MAY MODIFY THIS AGREEMENT, THE PROVISIONS OF TALENTVALUE’S TERMS OF USE (HTTP://WWW.TALENTVALUE.COM/TERMS) OR THE PROVISIONS OF TALENTVALUE’S PRIVACY POLICY (HTTP://WWW.TALENTVALUE.COM/PRIVACY) AT ANY TIME WITHOUT PROVIDING NOTICE TO YOU.  ANY SUCH MODIFICATION SHALL BE DEEMED EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ANYWHERE ON TALENTVALUE’S WEBSITE. YOU AGREE TO CHECK OUR WEB SITE PERIODICALLY TO REVIEW SUCH MODIFICATIONS. YOUR CONTINUED ACCESS OR USE OF THE SOFTWARE SHALL BE DEEMED YOUR ACCEPTANCE OF THE MODIFIED AGREEMENT. TERMINATION. FOR FREE OR TRIAL SOFTWARE, TALENTVALUE RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT AND YOUR USE OF THE SOFTWARE AT ANY TIME AND FOR ANY REASON OR NO REASON AT ALL. FOR ROYALTY OR FEE BEARING SOFTWARE, TALENTVALUE MAY TERMINATE THIS AGREEMENT: (A) UPON NOTICE TO YOU IF ANY AMOUNT PAYABLE TO TALENTVALUE IS NOT PAID WITHIN THIRTY (30) DAYS OF THE DATE ON WHICH PAYMENT IS DUE; (B) IF YOU BECOME BANKRUPT, MAKE AN ASSIGNMENT FOR THE BENEFIT OF YOUR CREDITORS, OR IF YOUR ASSETS VEST OR BECOME SUBJECT TO THE RIGHTS OF ANY TRUSTEE, RECEIVER OR OTHER ADMINISTRATOR; (C) IF BANKRUPTCY, REORGANIZATION OR INSOLVENCY PROCEEDINGS ARE INSTITUTED AGAINST YOU AND NOT DISMISSED WITHIN 15 DAYS; OR (D) IF YOU BREACH ANY PROVISION OF THIS AGREEMENT AND SUCH BREACH IS NOT RECTIFIED WITHIN 15 DAYS OF RECEIPT OF NOTICE OF THE BREACH FROM TALENTVALUE.  UPON TERMINATION OF THIS AGREEMENT, YOU SHALL RETURN OR DESTROY ALL COPIES OF THE SOFTWARE.  ALL OF YOUR OBLIGATIONS ARISING PRIOR TO TERMINATION, AND THOSE OBLIGATIONS RELATING TO CONFIDENTIALITY AND NON-USE, SHALL SURVIVE TERMINATION. PLEASE BE ADVISED THAT CERTAIN SOFTWARE PROGRAMS MAY REQUIRE A SEPARATE AGREEMENT DUE TO CONFIDENTIALITY AND SECURITY REQUIREMENTS.  IF REQUIRED THESE AGREEMENTS WILL BE CONSIDERED SEPARATE AGREEMENTS. IF REQUIRED, YOU WILL BE RESPONSIBLE FOR ANY STATE, FEDERAL, COUNTY, LOCAL, 3RD PARTY FEES OR TAXES. YOU MAY TERMINATE THIS AGREEMENT AT THE END OF YOUR TALENTVALUE HR MEMBERSHIP AGREEMENT TERM.  UPON TERMINATION YOU MUST CEASE TO USE THE SOFTWARE. THE PROVISIONS CONTAINED HEREIN SHALL SURVIVE TERMINATION OF THIS AGREEMENT, SAID WRITTEN TERMINATION MAY BE SENT BY EMAIL TO SUPPORT@TALENTVALUE.COM. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS BY YOUR ELECTRONIC ACCEPTANCE.
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