TalentNet Terms of Use

Important Notice: Please read this carefully and be sure you understand these terms of use (the “ToU”) before you accept its provisions.

TalentNet Inc. located at 120 Eglinton Ave East, Suite 202, Toronto, Ontario, M4P 1E2 (“TalentNet”) is willing to provide you with its software as a service (the “Software”) only if you accept all of the provisions of this ToU. By using the software, you are agreeing to the following provisions.

If you do not agree to these provisions, do not use this software.

Glossary

Documentation: Documentation refers to both the included user manual and guidelines provided inside the application. E.g. error messages, interface messaging.

User ID: The unique email address provided by end user to access the software.

Uses

1. Subject to the terms and conditions set out herein, TalentNet shall make available to you, the Software. TalentNet shall provide the Software at an Internet address published by TalentNet.
2. The nature of the Software provided to you will depend on your relationship with TalentNet. The Software is further described in the Documentation made available by TalentNet.
3. If you are accessing the Software for the purpose of receiving a demonstration and/or trial from TalentNet, you agree that these ToU apply for the duration of your demonstration and/or trial and agree to all the terms and conditions outlined in these ToU. Specifically, you agree that TalentNet will maintain a chat history of your use of Services, for security, audit and process improvements. 
4. In connection with these ToU and subject to the restrictions set forth herein, TalentNet hereby grants to you, a royalty-free, limited, non-exclusive, non-transferable, non-assignable license to use the Software as provided by TalentNet exclusively for your benefit.
5. You shall register with TalentNet to obtain valid credentials for accessing the Software. The Software may only be accessed by permitted users, using valid credentials registered with TalentNet (User ID and password) in a manner described in the Documentation.
6. TalentNet’s provision of the Software to you is non-exclusive, and nothing in these ToU shall prevent or limit TalentNet from providing Software to other users.
7. You shall have no right to grant any rights to the Software or any component(s) thereof. You may not resell, rent, license or make available the Software to any third party, or otherwise commercially exploit the Software.
8. When accessing the Software, you agree that you will:
   1. properly identify yourself using user credentials registered with TalentNet;
   2. not misrepresent your identity or authorization to act on behalf of others;
   3. not use, misuse or otherwise access the Software in any way which may impair the functionality of the Software or impair the ability of other users to use the Software or impair the ability of TalentNet to deliver services to others;
   4. not attempt to view, access or copy any material or data other than that to which you have been authorized access;
   5. not extract data or store data output by Software solely for display;
   6. correctly identify the sender of all electronic transmissions sent through the Software;
   7. not modify the Software as provided by TalentNet in any way;
   8. not use the Software in a manner to transmit, input or store any data that breaches any third party right (including intellectual property rights and privacy rights) or that is objectionable, incorrect or misleading;
   9. not upload any Sensitive Personal Identifiable Information including but not limited to Driver’s License, Passport, Health Cards, Social Insurance / Security numbers, banking and credit information.
   10. not upload any inappropriate or illegal content including but not limited to pornography and/or gambling.
   11. not send illicit electronic messages via email or SMS in contravention of local or international SPAM laws.
   12. not disassemble, decompile, copy, reverse engineer, translate or make derivative works of any software in the Software and used in the delivery of the Software;
   13. use Software for lawful purposes only, and in accordance with any applicable legislation or administrative rule.
9. You further agree that you will not attempt to compromise the functionality, security or integrity of the Software, or assist others in so doing. You also agree to reasonably assist TalentNet in preventing unauthorized access to its services and the Software.
10. TalentNet reserves the right in its sole discretion to edit, add to or delete any of the documentation, services, data files or other components of the Software from time to time without prior notice. Furthermore, TalentNet shall have the right at any time and from time to time to modify the Software or components thereof as TalentNet may determine in its sole discretion.
11. You acknowledge and agree that no product or service of TalentNet other than the Software, provided hereunder, shall be deemed to have been licensed, or provided to you under the ToU.
12. Except for the rights granted to you hereunder, you shall have no right, title or interest in and to the Software or any component(s) thereof, including, without limitation, the Documentation, or to any of the patents, copyrights, trade secrets, trademarks, mask works, inventions, source code, object code, listings and documentation related thereto, together with all revisions, modifications, alterations, and derivative works thereof in all forms.
13. You shall not perform, or aid others in performing, penetration tests, DDoS attack test or any kind of security test on the Software.
14. You further agree that you will not attempt to compromise the functionality, security or integrity of the Software or any infrastructure used in its delivery or assist others in so doing. You also agree to reasonably assist TalentNet in preventing unauthorized access to the Software provided by TalentNet.
15. You further agree that TalentNet may utilize artificial intelligence (“AI”) to provide certain Services or features of the Services. TalentNet will use AI for the sole purpose of processing your user data to learn and analyze prompts and commands to improve its Services. TalentNet does not train our AI on your personal data.

Term

1. These ToU are effective from the moment you access the Software. The rights and licenses granted to you under these ToU or otherwise shall immediately terminate upon the termination or expiration of your profile, and you shall immediately cease using the Software. TalentNet shall cease providing access to the Software to you. Upon termination, TalentNet shall have no obligation to maintain data input by you using the Software (including any data relating to your profile and may immediately delete any information previously provided by you through the Software, without notice.

Disclaimer and Limited Warranty

1. The Software is a service provided by TalentNet, and is one of several services provided by TalentNet. You expressly acknowledge that the Software may contain, or be prone to bugs, errors or other problems that could cause loss of your data stored in the platform, inconsistent performance, incorrect results and other failures including, but not limited to system interruptions and data loss. Absolutely no warranty or conditions of merchantability or fitness for a particular purpose shall be provided for the Software. Results delivered by the Software, or otherwise, shall not be relied upon, and do not constitute professional advice, and should be used with caution and in accordance with these ToU.
2. The software including any associated documentation are provided “as is”. To the extent authorized by law, TalentNet makes no representations or warranties, either express or implied, regarding the software or documentation, including, but not limited to any implied warranties of merchantability and fitness for a particular purpose. TalentNet also expressly disclaims any and all warranties relating to noninfringement of third-party rights, merchantability, satisfactory quality, or ability to integrate the software with other products or services.
3. In particular, TalentNet does not represent or warrant, and disclaims any representation or warranty that:
   1. the Software will meet your requirements;
   2. provision of the Software will be continuous, timely, secure or uninterrupted;
   3. data will not be lost or altered by reason of defect in the Software or any computing resources, as made available by TalentNet, its subcontractors or designees, whether by reason of negligence or not;
   4. the Software will be error free;
   5. errors resulting from use of the Software will be corrected;
   6. the Software will accept data from, provide data to, or otherwise operate in conjunction with any other software program;
   7. security measures used in the provision of the Software will meet your requirements.
4. Under no circumstances and under no legal theory (tort, contract, or otherwise) shall TalentNet, its affiliates or anyone else who has been involved in the creation, production or delivery of the software be liable to you or any other person for any direct, indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, disclosure of information or data, loss of data, or any and all commercial or losses, even if TalentNet or an affiliate has been informed of the possibility of such damages, or for any claim by any third party. In particular, without limiting the generality of the foregoing, neither TalentNet, its affiliates nor any of their officers, directors, employees or agents shall be liable to you or any third party on account of losses or damages suffered as a result of financial statements or other records prepared in whole or in part with the TalentNet cloud services being inaccurate or not conforming to generally accepted accounting principles, howsoever arising.

Privacy

1. You agree that the Privacy Policy as modified from time to time, shall be applicable to you. The Privacy Policy can be found at Privacy Policy.
2. TalentNet may collect data as the result of your use of the Software. Such information will be used solely to improve TalentNet’s product offerings.
3. You may receive commercial electronic communications from TalentNet and/or its clients.

Miscellaneous

1. These ToU set forth all your rights to use the Software and makes up the entire agreement between you and TalentNet with respect thereto. This ToU supersedes any other communications, representations or advertising relating to the Software.
2. You may not assign your rights under this license without the express written permission of TalentNet.
3. If any provision of this license is held invalid, the remainder of this license shall remain in full force and effect. To the extent that an otherwise invalid provision can be construed so as to be valid, that provision shall be so construed.
4. All rights not expressly set forth hereunder are reserved by TalentNet.
5. The descriptive headings in this license have been inserted for convenience and shall not limit or otherwise affect the construction or interpretation of this license.
6. No provision hereof shall be deemed waived unless there is a written waiver signed by an authorized TalentNet representative.
7. The ToU shall be governed by and construed in accordance with the laws of Ontario, Canada. You irrevocably and exclusively attorn to the jurisdiction of the courts of Ontario, Canada.