TalentFlo LLC

Terms and Conditions of Service

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Welcome to Talentflo! By accessing or using our services, you agree to comply with and be bound by these Terms of Service.

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I. CERTAIN DEFINED TERMS.

The following is not an exhaustive list of defined terms used in these Terms and Conditions of Service (the/this “Agreement”) because other terms are defined elsewhere herein.

A. “Client”  and “You”, “Your and derivatives thereof each means each individual or entity that clicks “Agree” to the Agreement and thus agrees to and is bound by the terms and conditions herein.

B. “Business” means each individual (e.g., a sole proprietorship) and entity that visits the TalentFlo website but does not click “Agree” to the Agreement.

C. “TalentFlo” means TalentFlo LLC, a Georgia limited liability company.

D.  “Services” means the TalentFlo offerings via its website that are designed to facilitate and help streamline a Business’ job recruitment process for current or possible future job openings with such Business.

E. “Laws” means all applicable U.S. federal, state, and local Laws, statutes, regulations, and ordinances and judicial and administrative orders and rulings and all non-U.S jurisdictions’ respective Laws and regulations and judicial decisions, including, without limitation, all applicable data privacy and security laws.

F. “Client Data” means materials, documentation, statistics, systems, records, and information (collectively, for purposes of this definition, “information”) and all intellectual property rights therein or thereto that is proprietary to Client because Client owns such information or has a valid license, right, or other authority to use and sublicense such information.

G. “Data” means (i) materials, documentation, statistics, systems, records, information, and the Services (collectively, for purposes of this definition, “information”) and all intellectual property rights therein or thereto that is proprietary to TalentFlo because TalentFlo owns such information or has a valid license, right, or other authority to use and sublicense such information; and (ii) all trademarks, service marks,   name, logos, and like intellectual property (collectively, the “Marks”) and copyrights and patents owned by You or TalentFlo.  

H. Third Party Services means the services and/or products (collectively, “services”) provided to Client with regard to this Agreement should TalentFlo separately engage one or more third parties to provide certain services to facilitate TalentFlo’s provision of its Services to Client hereunder, with TalentFlo acting solely as the conduit by which Client may access and use each such third party’s services and with TalentFlo not having any control or authority with regard to any such third party services.

I. Certain Other Terms. Capitalized terms used but not defined herein have the respective meanings ascribed to such terms in the Pricing Plans and Payment Plans document or the Privacy Policy, as the case may be.

II. BINDING AGREEMENT; CHANGES TO AGREEMENT.

By Your clicking “Agree” to this Agreement, You acknowledge and agree that You enter into a legally binding agreement with TalentFlo pursuant to the terms hereof. By reference herein, this Agreement incorporates into this Agreement certain other documents, which means they are part of this Agreement; and, by clicking “Agree” to this Agreement, You agree to the respective terms and conditions of such incorporated documents, as well.  You and TalentFlo each are a “Party” or “party” hereto and collectively are the ”Parties” or “parties” hereto.

You must be at least 18 years old or the age of majority in Your jurisdiction in order to make Your entering into this Agreement a legally binding contract with TalentFlo and in order to lawfully use the Services. You hereby represent and warrant that You are at least the age of majority in Your jurisdiction.

If You do not want to be bound by this Agreement or the Privacy Policy, please do NOT click “Agree” with regard to either document. In such case, TalentFlo will not provide any Services to such You.

You acknowledge and agree that TalentFlo, in TalentFlo’s sole discretion and without prior notice to You,

may make changes, amendments, and modifications (collectively, “changes”) to this Agreement at any time from time to time by posting the revised or updated Agreement on its website.  You are responsible for reviewing this Agreement from time to time which will allow You to notice changes to this Agreement. In any case, You agree that Your continued access to and/or use of the Services constitutes Your agreement to all changes to this Agreement.  

III. CONTACTING CLIENTS.

By providing Your email address and/or telephone number, You authorize TalentFlo to contact you by either or both methods for various purposes, including https://www.talentflo.co/legal/privacy-policy, but not, limited to, matters concerning Your TalentFlo account, legal notices, changes in Services, and TalentFlo’s marketing matters. You may opt out of being contacted by visiting this link and following the “opt out” instructions _https://www.talentflo.co/contact; provided, however, that You cannot opt out of Service-related communications, including, but not limited to, Your account and legal notices, unless you deactivate Your account and cease using TalentFlo’s Services.

IV.  GENERAL PROVISIONS REGARDING THE SERVICES.

A. Your Account.

Upon becoming a Client of TalentFlo, You will set up Your account (the “Client Account”), which is personal to You and, notwithstanding anything to the contrary herein, You are solely and fully responsible for all activities that occur with regard to Your account. With regard to Your account, You are to create strong passwords, log out after each session, notify TalentFlo immediately of any unauthorized access to, use of, or other suspicious activity with regard to Your account, including without limitation, the password(s) for Your account. You represent and warrant that you will input complete, accurate, and current information into Your account and that You will update Your account as needed to keep the information therein complete, accurate, and current.

TalentFlo, at its sole discretion at any time and for any reason (of course, including, but not limited to, Your violation of this Agreement) and without notice to You, may suspend, disable, or terminate (i) Your password(s), user name and/or the like or (ii) Your entire account and/or Your access to the Services or any part thereof.  Upon such termination, all the provisions of this Agreement will remain in effect, except those provisions that give You access to the Services. You agree that that TalentFlo will not have any liability whatsoever with regard to (i) TalentFlo’s suspension, disablement, or termination of (a) Your password(s), user name, and/or other like information or (b) Your entire account and/or access to the Services and/or Your account; or (ii) for the deletion of any information contained in Your account.

B. Your Personal Information.

When you make Your account and/or use the Services, You will provide certain Personal Data/Personal Information/Personally Identifiable Information (as such terms are defined under applicable privacy Laws (both U.S Laws and the Laws of non-U.S. jurisdictions), with such terms being collectively referred to herein as “Personal Information”. Examples of Personal Information are Your name, physical address, and email address and much more sensitive information such as, but not limited to Your social security number and health information. NOTE: the foregoing are only examples of Personal Information and does not constitute and is not intended to constitute a complete list of Personal Information.

Please refer to TalentFlo’s Privacy Policy at _https://www.talentflo.co/legal/privacy-policy for details about, among other things, the Personal Information that TalentFlo collects and how TalentFlo uses such collected information and the security measures TalentFlo has in place to safeguard Your collected Personal Information. In addition to discussing privacy matters regarding Personal Information in a general manner, TalentFlo’s Privacy Policy will or may discuss specific U.S privacy Laws and/or specific foreign privacy Laws.

C. Use of the Services.

1. Permitted Uses; Prohibited Uses. You agree to use the Services solely in accordance with this Agreement and all applicable Laws.

You agree to not gain or attempt to gain any unauthorized access to any Services or information of TalentFlo or any unauthorized access to the respective Third Party Services. You agree not to damage or otherwise adversely interfere with TalentFlo’s Services or any Third Party Services or TalentFlo’s or any Third Party’s servers, website hosting provider, software, or like products, equipment, or materials by, including, but not limited to, reverse engineering or decompiling any of the Services or any Third Party Services; ‘crawling’ or ‘scraping’  to view, access, or gather content from TalentFlo’s Services or any Third Party’s Services; or uploading any viruses, invalid data, or the like through the Services or any Third Party Services.

2. Equipment for Client to use Services. You agree that You are responsible for obtaining and maintaining the functionality and security of any and all equipment, software, modems, internet services, and like products or services necessary or desirable for You to access and use the Services.

3. Client Data; TalentFlo Data.

    a. Client Data. You will retain all proprietary rights to Client Data that You provide to TalentFlo with regard to TalentFlo’s provision of the Services. TalentFlo agrees that it will not acquire any title, ownership interest, or other rights in or to Client Data by virtue of this Agreement or otherwise, except the limited right for TalentFlo to access and use Client Data with regard to TalentFlo’s provision of the Services.

     b. TalentFlo Data; Right to Share Aggregated Deidentified Data. TalentFlo will retain all proprietary rights to TalentFlo Data that it uses in connection with the Services and this Agreement overall. Client agrees that it will not acquire any title, ownership interest, or other rights in or to TalentFlo Data by virtue of this Agreement or otherwise, except the limited right for Client to access and use TalentFlo Data with regard to Client’s access and/or use of the Services.  

You agree that, during and after the end of the Term, TalentFlo may freely use, mention, or display Your Marks in any of TalentFlo’s promotional, marketing, advertising, or like materials.  However, without TalentFlo’s prior written consent on a case-by-case basis, You will not use, mention, or display in any of Your promotional, marketing, advertising, or like materials TalentFlo’s Marks.

    c. Notwithstanding anything  to the contrary herein, TalentFlo has the right to gather and analyze information and data related to its provision of the Services and related matters and related to Client’s use of the Services; and, during and after the Term (defined below) of this Agreement, TalentFlo has and will have the right (i) to use such information and/or data for purposes of, but not necessarily limited to, evaluating the Services and related matters and making corrections, enhancements, and/or improvements thereto or with regard to TalentFlo’s other offerings; and (ii) to disclose such information and/or data in aggregated and de-identified form only and solely for TalentFlo’s business purposes. This paragraph applies during and after the end of the Term.

D. Changes to Services.

TalentFlo may, in its sole discretion for any reason, change, limit, or terminate any Services or portions thereof at any time without prior notice to You; and if doing so materially adversely affects, then, notwithstanding anything to the contrary herein, You may terminate the affected Services immediately upon written notice (electronic notice will suffice) to TalentFlo and TalentFlo will provide the appropriate pro-rata refund of fees paid by You for such affected terminated Services even if such events occur within the Initial Subscription Term, as defined in the General Financial Terms hereby deemed incorporated herein and discussed further below.

E. Other Users.

TalentFlo reserves the right to monitor, but has no obligation to do so, Your interaction with other TalentFlo Clients with regard to the use of the Services. You are responsible for Your interaction with other Clients and TalentFlo will not have any liability with regard to Your interaction with other Clients or for their action or inaction. TalentFlo will not have any obligation to You to enforce this Agreement against any other Clients.

F. User Content.  You agree that TalentFlo will not be liable for and You release TalentFlo and its affiliates their respective employees, officers, directors, agents, contractors, legal advisors and other advisors from any and all liability to You regarding  the content of any videos made and submitted by job applicants or other content made and submitted by one or more other third parties and made available via TalentFlo’s website (the “User Content”). The foregoing is an example of the Third Party Services because a Third Party hosts the interview videos and, via a plug in device to TalentFlo’s website or other systems, You are able to access such Third Party’s website or other systems, thereby, being able to view and use the videos stored by such Third Party for purposes of Your review of job applicants. You will be able to view video interviews made by job applicants, and You acknowledge and agree that TalentFlo does not screen and has no obligation to screen and has no control over the content of such videos or any other User Content. You agree that TalentFlo is merely making such videos available to You. In the event that TalentFlo learns that any such User Content is illegal, TalentFlo will endeavor to remove such User Content from the TalentFlo website and report any violations of the Law to the local police and/or other appropriate law enforcement authorities and cooperate with such authorities in investigating the matter(s).  Additionally, TalentFlo, as a company, will choose to remove any User Content, that, in the sole discretion of TalentFlo, espouses hateful or harassing speech, profanity, or like content.

G. Potential Risks and Scams. In using any job recruitment or other website, there are many potential risks of Client’s interacting with strangers, such as not limited to, being scammed by a supposed job applicant who is not who he/she says he/she is and/or whose credentials and qualifications are falsely presented in such job seeker’s interview video or other materials. You are responsible for doing Your own due diligent investigation as to each job applicant because TalentFlo will not and is not obligated to screen job applicants or User Content.

Moreover, please conduct appropriate due diligent investigation of any job applicant You chose to meet in person with regard to his/her video, as some applicants may not be genuine applicants and may be acting under false pretenses and, perhaps, may also be acting with nefarious intentions, such as perhaps causing You bodily harms. You are solely responsible for Your financial and physical safety when dealing with job applicants and their respective interview videos and other documents (if any) provided to You.

H. Media Inquiries. You agree that, during and after the end of the Term, You will not disclose, make any press releases, or make any public statement whatsoever about the subject matter of this Agreement or even the existence of the Agreement or Your relationship with TalentFlo without the prior written consent of TalentFlo’s legal counsel on a case-by-case basis. You further agree to immediately inform TalentFlo’s legal counsel at legal@talentflo.co. This Subsection F survives termination of this Agreement.

I. Electronically Entered Agreements. Your use of the Services allows You to enter into agreements and/or make transactions electronically. YOU AGREE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY THIS AGREEMENT AND THAT YOUR INTENT TO BE SO BOUND BY YOUR ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS CONCERNING ELECTRONIC TRANSACTIONS THAT YOU ENTER INTO ON THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO, CONTRACTS AND POLICIES.

V. Term of Agreement; Terminations; Post-Termination.

A. Term. This Agreement commences and is effective as of Client’s clicking “Agree” to this Agreement (“Effective Date”) and continues in effect for as long as any Subscription Plan is in progress (the “Term”). The Term is discussed in more detail in the document that is entitled ‘Pricing Plans and Payment Terms’ and is hereby deemed incorporated into this Agreement and can be viewed at https://www.talentflo.co/legal/plans-and-payment-terms.

B. Termination. TalentFlo may terminate this Agreement upon 15 days prior written notice to Client of Client’s material breach of this Agreement or for a breach by Client that is uncurable (in each case, a “material breach”) and failure to cure the curable breach within said 15-day period, with such termination becoming automatically effective at the end of said 15-day period without the need for any further action by TalentFlo or Client. For clarity, the 15-day period applies simply as a notice period to an uncurable breach too.

Additionally, TalentFlo may terminate this Agreement immediately upon written notice to Client for Client’s (i) negligence, willful misconduct, or fraud with regard to this Agreement, including, without limitation, Client’s access to and/or use of the Services; or (ii) violation of Laws.

Additionally, ether party may terminate this Agreement at any time for convenience without any fee or penalty upon 30 days prior written notice to the other party, with such termination becoming automatically effective at the end of said 30-day period without the need for any further action by TalentFlo or Client.

C. Post Termination. Upon the expiration or earlier termination (collectively, “termination”) of the Agreement, neither Client nor TalentFlo will have any further obligations or liability hereunder except that Client will pay all Subscription fees for Services properly provided up to the date of such termination and except that Client and TalentFlo each will abide by all obligations hereunder that are stated to survive termination of this Agreement or, that by their nature, survive such termination.

For clarity, there can be only one Subscription in effect at a time as Client selects one of three Pricing Plans and purchases a Subscription for the selected Plan. Therefore, termination of the sole Subscription would terminate the Agreement given that the Agreement’s Term continues only for as long as a Subscription is in progress.

VI. Compensation; Payment Terms; Terminating the Subscription.

The compensation, payment terms, and Subscription termination are covered in the above mentioned ‘Pricing Plans and Payment Terms’ located at the hyperlink also set out above.

VII. THIRD PARTIES.

Please refer to the definition of Third Party Services above for purposes of this Section.  TalentFlo does not have control over any such third parties and makes no statements whatsoever about the respective Third Party Services, including, without limitation, about the accuracy, completeness, or reliability of any such Third Party Services or as to the suitability of any such Third Party Services for Your purposes.

You agree that by using TalentFlo’s Services and website, You may also be interacting with such Third Parties and receiving certain Third Party Services. Therefore, You further agree that TalentFlo will not have any liability whatsoever to You regarding the Third Party Services.

Your further agree that Your clicking on “Agree” to this Agreement not only constitutes Your entering into a legally binding  contract with TalentFlo and your intent to be bound by this Agreement, but also constitutes Your entering into a separate legally binding contract with each Third Party and Your intent to be bound by such contract, including without limitation, the applicable Third Party’s online terms of service,  privacy policy, and other  terms or conditions with regard to the Third Party Services. You further agree that You will look solely to the applicable Third Party for any and all remedies regarding any matters concerning the Third Party Services.  

VIII. CONFIDENTIALITY PROVISIONS.

A. “Confidential Information” means any confidential or proprietary information and includes, but is not limited to, business and technical information relating to a Party’s client information, research and development, clients, marketing, production, costs, processes, products, services, future business plans, profit or margin information, finances, any products or services in development known presently or in the future, and all other non-public information of such Party. Confidential Information may also include proprietary or confidential information of one or more parties that a Party is under an obligation to keep confidential.

Confidential Information will not include information in the public domain; information rightfully received by a Party from a third party without confidentiality restrictions; information independently developed by a Party separate and apart from this Agreement and without any reliance upon the Disclosing Party’s Confidential Information or proprietary information; or information known to a Party before its receipt of such information from another Party.

Each Party has trade secrets that are defined, protected, and otherwise governed by applicable laws, one such law being Georgia’s Uniform Trade Secrets Act of 1990, as amended, codified at O.C.G.A. Section10-1-760 et seq., because Georgia law governs this Agreement.

O.C.G.A. Section 10-1-761 defines Trade Secrets as follows:

“(4) “Trade secret” means information, without regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information:

(A) Derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

(B) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.”

Solely for efficient reference herein and in no way intending to or having the effect of waiving, limiting, weakening, or otherwise adversely affecting in any way whatsoever the statutory status and/or protection of Trade Secrets, Confidential Information will also mean Trade Secrets.

Each Party agrees not to use any Confidential Information for such Party’s own benefit or for the benefit of anyone other than the disclosing party.

With regard to the exchange of or access to Confidential Information hereunder Client and TalentFlo each shall be a “receiving party” and a “disclosing party”, because each Party will be disclosing its Confidential Information and will be receiving the other Party’s Confidential Information.

For ease for reference, this Section will be called the Confidentiality Provisions.

B. Exceptions to the Rule of Non-Disclosure of Confidential Information.

1. Neither party hereto shall, without the disclosing party’s prior written permission, use for any purposes or reveal or make available to any individual or entity any Confidential Information of a disclosing party (which includes any third party information that the disclosing party is under an obligation to keep confidential) unless (a) such use or disclosure is for the purposes of a party’s performance under this Agreement or is (b)(i) legally protected (e.g., discussing working conditions at any other Party) or (ii) legally required (e.g., by subpoena or other legal process or procedure), provided that the party subject to such requirement promptly provides, if allowed by law, written notification to the party owning such Confidential Information or obligated to keep confidential a third party’s Confidential Information of such requirement so that the Party subject to the legal requirement of disclosure who owns the applicable Confidential Information or is obligated to keep a third party’s Confidential Information confidential may obtain a protective order, seek any other appropriate remedy available at Law or in equity, and/or waive compliance with this confidentiality provision specifically and solely with regard to the subject of this paragraph, meaning that any such waiver will be limited to and apply only with regard to the subject of this paragraph. In the event that such protective order or other remedy is not obtained, and/or regardless of whether or not compliance with this confidentiality provision is waived, the party who is subject to such legal disclosure requirement, agrees to disclose only that portion of the applicable Confidential Information which the party subject to such requirement of disclosure is advised by written opinion of counsel is legally required to be disclosed and agrees to exercise best efforts to obtain assurances that confidential treatment will be accorded such information.  

Neither party hereto shall disclose the terms of this Agreement or business, financial, technical, pricing or other information about the other party hereto that the other party hereto has made known is or would be understood by a reasonable business individual or entity to be of a confidential nature.

2. Additionally, except as provided above concerning permitted legally protected or legally required disclosures or except with a Party’s prior written consent, each Party agrees to disclose another Party’s Confidential Information only to a Party’s employees, officers, directors, contractors or subcontractors (collectively, “contractors”), agents, or attorneys or other professional advisors (collectively, the “Persons”) who (i) have a need to know such information to allow such Party and its Persons on its behalf to perform in accordance with the terms and conditions of the Agreement and (ii) agree to be bound by these Confidentiality Provisions. Notwithstanding any given Person’s agreement to be bound by these Confidentiality Provisions, the Parties hereto agree to be responsible for any breach by their respective Persons of these Confidentiality Provisions.

C. Confidential Information provided “AS IS”.  All Confidential Information is provided by the disclosing party “AS IS” and without any warranty, express, implied, or otherwise, regarding its accuracy, completeness, or suitability for the receiving party’s purposes. All Confidential Information remains the property of the disclosing party (or the applicable third party, if disclosing party has any third party Confidential Information), and no license or other rights in the Confidential Information are granted hereby, except the limited right for the receiving party to use the disclosing party’s Confidential Information strictly in accordance with these Confidentiality Provisions and this Agreement overall.

D. Equitable Remedies. The parties hereto acknowledge and agree that remedies at Law for any actual or threatened breach by a party hereto of the terms, conditions, and/or covenants contained in this Section would be inadequate and that the complaining party shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of these Confidentiality Provisions, in addition to all other appropriate remedies available to the complaining party at Law or in equity.  

E. Survival of these Confidentiality Provisions. The parties hereto agree that neither of them (other than as explicitly provided herein) will, at any time during the term of this Agreement or after the termination of this Agreement, use, reveal or divulge any Trade Secrets concerning the other party hereto (includes any third party Confidential Information that such party is obligated to keep confidential) for as long as such information qualifies as Trade Secrets.  Further, the parties hereto agree that, for a period of three (3) years from the Effective Date of this Agreement, and other than as explicitly provided herein, neither party hereto will use, reveal or divulge any Confidential Information (which does not constitute a Trade Secret under applicable law) concerning the other party hereto (includes any third party Confidential Information that such party is obligated to keep confidential).

F. Return of Confidential Information.  Upon termination of this Agreement  or upon disclosing party’s request at any time (and, as to any request from disclosing party, from time to time) during the Term of this Agreement, receiving party will promptly return to disclosing party all of its Confidential Information (or some of it, if disclosing party is making such a limited request during the Term) in receiving party’s possession, custody, or control, including, without limitation, all data, notes, plans, drawings, computer programs, documentation, and copies of the foregoing or destroy such Confidential Information to the extent practicable to do so; and, upon disclosing party’s request, receiving party will provide to disclosing party a certificate signed by an authorized representative of receiving party that such destruction has been carried out. Notwithstanding the foregoing, the Parties acknowledge and agree that receiving party may retain Confidential Information of disclosing party pursuant to receiving party’s document retention polices solely for regulatory, audit, archival, legal, or disaster recovery purposes, with all such retained information remaining subject to these  confidentiality  provisions. Receiving  party will, to the extent practicable to do so, securely remove and destroy disclosing party’s retained Confidential Information from receiving party’s systems when retention of such information is no longer needed.

IX. Data Privacy and Security. You agree to obtain and maintain a business plan to provide proper data privacy and security for Personal Information in compliance with all applicable privacy Laws and other Laws, which plan, will include, but not be limited to, Your having policies, procedures, and organizational and technical systems in effect in good working order so as to (i) properly safeguard Personal Information and prevent unauthorized or unlawful access to, use of, or processing (as such term in generally understood and as such term is defined in applicable privacy Laws) of any Personal Information; (ii) prevent accidental damage, loss, or destruction of Personal Information; (iii) have measures in place to  ensure that qualified, trusted, and reliable employees, contractors, and other personnel of Yours are assigned to protect Personal Information and that Your policies and procedures and organizational and technical systems are current/up to date and fully and properly functional as intended to best protect Personal Information; and (iv) to assess technological safeguarding developments in the data privacy and security industry and the costs thereof so as to ensure that, at all times, You have and maintain a level of security in effect that is not only adequate to protect Personal Information but is adequate to address and remedy a breach of such security measures given the kind and nature of the Personal Information that would be compromised in the event of such a breach.

You agree to abide by all applicable data privacy and security laws and other applicable laws with regard to the matter of Personal Information. You further agree to indemnify, defend, and hold harmless TalentFlo and its Representatives (defined below in the Indemnification provisions) from any and all Claims (defined below as to be third party claims only) and any and all Claims brought by TalentFlo against You for Your failure to abide by (which is a material breach) Your data privacy and/or security obligations under this Agreement and all applicable Laws, including, without limitation, all applicable privacy and security Laws. This indemnification obligation is in addition to Your other indemnification obligations in this Agreement.

Please reference the above provided hyperlink to TalentFlo’s Privacy Policy for more information on data privacy and security matters.

X. Indemnification.

A. Client’s Indemnification of TalentFlo. Client will indemnify, defend, and hold harmless TalentFlo and its parents, subsidiaries, affiliated entities, and the foregoing’s, officers, directors, employees, contractors and subcontractors (collectively, “contractors”), LLC members and managers, legal representatives, agents, successors, and permitted assigns (from the word “parents” to the word “assigns” collectively, the “Representatives”, whether referring to Client or TalentFlo) from and against any and all third-party actions, suits, claims, losses, liabilities, damages, judgments, or expenses, including reasonable attorneys’ fees and litigation costs (each a “Claim”) (1) arising out of (i) Client’s uncured material breach of this Agreement; or (ii) Client’s or any of its Representatives’ negligence, willful misconduct, or fraud with regard to this Agreement; or (2) any Claim that any Client Data or other services, work, products, documents, items, or materials provided to TalentFlo by or on behalf of Client infringe, misappropriate, or otherwise violate any intellectual property rights or other rights of any third party.

B. TalentFlo’s Indemnification of Client. TalentFlo will indemnify, defend, and hold harmless Client and its Representatives from and against any and all Claims (1) arising out of (i) TalentFlo’s uncured material breach of this Agreement; or (ii) TalentFlo’s or any of its Representatives’ negligence, willful misconduct, or fraud with regard to this Agreement; or (2) any Claim that any TalentFlo Data provided to Client by or on behalf of TalentFlo specifically to facilitate TalentFlo’s provision of the Services infringe, misappropriate, or otherwise violate any intellectual property rights or other rights of any third party.

C. Survival. This Section X will survive the termination of this Agreement.

XI. LIMITATION OF LIABILITY.

A. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN AND TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, TALENTFLO AND ITS REPRESENTATIVES (DEFINED ABOVE) DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE SERVICES OR TALENTFLO’S WEBSITE (THE “WEBSITE”) OR ANY OTHER MATERIALS, PRODUCTS, WORK, SERVICES, OR ITEMS (IF ANY) (COLLECTIVELY, THE “OTHER SERVICES”) THAT TALENTFLO PROVIDES TO CLIENT WITH REGARD TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE ACCURACY, COMPLETENESS, OR RELIABILITY THEREOF OR THE SUITABILITY THEREOF FOR CLIENT’S PURPOSES, OR THE AVAILBILITY OR ACCESSIBILITY THEREO; AND TALENTFLO FOR ITSELF AND ON BEHALF OF ITS REPRESENTATIVES EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTBILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SERVICES, THE WEBSITE, OR ANY OTHER SERVICES.

ADDITIONALLY, EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN AND TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW,  IN NO EVENT WILL TALENTFLO OR ITS REPRESENTATIVES BE LIABLE TO CLIENT, WHETHER IN TORT, CONTRACT, OR OTHERWISE, FOR ANY (1) CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES OR ANY OTHER DAMAGES OR LOSSES THAT DO NOT NATURALLY ARISE IN THE USUAL COURSE OF THINGS FROM AN ACT OR OMISSION RELATED TO THIS AGREEMENT OR FROM A BREACH OF THIS AGREEMENT WHICH GAVE RISE TO SUCH LOSS OR DAMAGES AND REGARDLESS OF WHEHTER THE PARTIES CONTEMPLATED SUCH LOSS OR DAMAGES WHEN THEY ENTERED INTO THIS AGREEMENT AS A LIKELY RESULT OF SUCH BREACH, ACT, OR OMISSION; OR (2) LOSS OF DATA, USE, PROFITS, OR GOODWILL RESULTING FROM THE USE OF OR INABILITY TO USE THE  SERVICES, THE WEBSITE, OR OTHER SERVICES.

B. IN NO EVENT WILL TALENTFLO OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR ANY INJURY, DAMAGE, OR LOSS AS A RESULT OF ANY UNAUTHORIZED ACCESS TO OR USE OF CLIENT’S ACCOUNT OR ANY INFORMATION CONTAINED IN SUCH ACCOUNT, OR THE SERVICES, THE WEBSITE, OR OTHER SERVICES.

C. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, TALENTFLO DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR ANY (1) ERRORS, INACCURACIES, OR MISTAKES OF ANY CONTENT ON THE WEBSITE OR OTHER CONTENT PROVIDED BY TALENTFLO TO CLIENT WITH REGARD TO THIS AGREEMENT; (2) INTERRUPTION OR STOPPAGE WITH REGARD TO TRANSMISSION TO OR FROM THE SERVICES, THE WEBSITE, OR OTHER SERVICES; (3) UNAUTHORIZED ACCESS TO OR USE OF (1) THE SERVICES, THE WEBSITE, OR OTHER SERVICES, OR (2) CLIENT’S SYSTEMS OR SERVERS OR ANY PERSONAL INFORMATION STORED THEREON; (4) VIRUS, BUGS, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED BY ANY THIRD PARTY TO OR THROUGH THE SERVICES, THE WEBSITE, OR OTHER SERVICES; (5) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND DUE TO CLIENT’S ACCESS TO OR USE OF THE SERVICES, THE WEBSITE, OR OTHER SERVICES; (6) USER CONTENT; (7) OMMISSIONS OR ERRORS IN ANY CONTENT OR FOR ANY DAMAGE OR LOSS RESULTING FROM THE USE OF CONTENT MADE AVAILABLE IN ANY WAY OR FORM (E.G., EMAIL, POSTING) VIA THE SERVICES; OR (8) ILLEGAL, OFFENSIVE, OR DEFAMATORY CONDUCT OF ANY USER OF THIRD PARTY.  

D. DAMAGES CAP. IN NO EVENT WILL TALENTFLO OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR ANY CLAIMS (DEFINED ABOVE) EXCEEDING THE LESSER OF: 1) THE AMOUNT THAT CLIENT PAID TO TALENTFLO IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM; OR 2) $10,000.

E. THESE LIMITATION OF LIABILITY PROVISIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON COINTRACT, TORT, STRICT LIABILITY, OR ANY OTHER BASIS AND EVEN IF TALENTFLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

XII. Disclaimer. TALENTFLO PROVIDES CANDIDATE LEADS SOLELY FOR REFERRAL PURPOSES. ALL LEADS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, COMPLETENESS, RELIABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT OR GUARANTEE THAT ANY LEAD WILL BE QUALIFIED, SUITABLE, OR SUCCESSFUL FOR THE CLIENT’S HIRING NEEDS, THAT ANY LEAD WILL RESULT IN AN ENGAGEMENT OR EMPLOYMENT RELATIONSHIP, OR THAT ANY PARTICULAR OUTCOME WILL BE ACHIEVED. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR EVALUATING, VETTING, AND MAKING YOUR OWN DETERMINATION AS TO THE SUITABILITY OF ANY CANDIDATE LEAD, AND YOU ASSUME ALL RISKS ASSOCIATED THEREWITH. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TALENTFLO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS, AND ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

XIII. Independent Contractor Relationship; No Exclusivity.  The parties have an independent contractor relationship with each other hereunder. Nothing herein shall create or be deemed to create an employment relationship, partnership, agency relationship, or joint venture relationship between TalentFlo and Client.

TalentFlo will perform the Services on a non-exclusive basis, and Client is free to purchase and receive the Services on a non-exclusive basis.

Neither TalentFlo nor Client has any authorization, authority, or right to bind  or obligate the other party in any way whatsoever absent the prior written consent on a case-by-case basis of the part to be so bound.

XIV. Miscellaneous.

A. Arbitration; Governing Law. TalentFlo may, in its sole discretion, require any demand, claim, or cause of action arising from or related, directly or indirectly, to Your (or your representatives or agents) use of the TalentFlo website to be submitted to binding arbitration on an individual basis. Subject to the foregoing sentence, this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, U.S.A. without regard to conflicts of law principles. Jurisdiction and venue will be in the appropriate Georgia courts.

B. Captions; Headings. The captions or headings provided in this Agreement are for convenience only and shall not be deemed to be a part of this Agreement.

C. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. An electronically signed version or a signed facsimile version of this Agreement is valid and enforceable in the same manner as is a signed hard copy of this Agreement.

D. Assignment. Neither party may assign this Agreement or any of the party's duties or obligations hereunder without the prior express written consent of the other party, except the foregoing does not prohibit a party from engaging contractors to perform one or more of such party’s obligations hereunder on behalf of such party.

E. Certain Terminology. In this Agreement, the use of masculine, feminine, or inanimate (e.g., "its") pronouns shall be deemed to be interchangeable and fungible terms, with one such term meaning the same as the other terms. References to  “termination of this Agreement”  or the like means collectively, expiration or termination, unless stated otherwise in a particular context.

F. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of such right in the future or of any other rights under this Agreement.

G. Entire Agreement. This Agreement supersedes any and all agreements, either oral or in writing, between the parties hereto and contains all of the covenants and agreements between the parties with respect to the subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Except as set out in the Notices Section and in this Section, any modification or amendment of this Agreement will be effective only if it is in a writing signed by all parties hereto.

H. Severability. If any provision of this Agreement is held by a court of competent jurisdiction or an arbiter (if arbitration applies hereunder) to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. Furthermore, to the extent permitted by applicable law and to the extent it is practicable to do so, the invalid, void, or unenforceable provision(s) or language shall be deemed automatically modified so that such provision(s) or language is valid and enforceable.

I. Notices. Any notices to be given hereunder by any Party to another Party may be effected by personal delivery; by U.S. mail, registered or certified, postage prepaid with return receipt requested; by overnight courier service; or by secure email transmission. Mailed notices shall be addressed to the Parties at the addresses appearing below (or, in your case, the contact information provided when you create an account). Each Party may change that address by written notice in accordance with this paragraph. The Parties agree that, for the sole purpose of change of address or facsimile numbers for notice purposes, this Agreement shall be deemed automatically amended by any such written document designating an address or number other than as set forth herein.

Notices delivered personally shall be deemed received as of the date of actual receipt; mailed notices shall be deemed received as of three (3) business days after the date of mailing; notices sent via overnight courier service shall be deemed received the next business day; facsimile notices shall be deemed received upon sender's receipt of a 'confirmation of transmission' report; and emailed noticed will be deemed received when successfully transmitted to the intended person.

TalentFlo LLC:

c/o Wyatt Aufdermaur LLC

1905 Woodstock Rd., Building 500, Suite 5100

Roswell, GA 30075

Email address: Legal@talentflo.co

J. No Third-Party Beneficiaries. This Agreement will be binding on the Parties hereto and their respective successors and permitted assigns. Correspondingly, this Agreement is intended for the benefit of the Parties hereto and their respective successors and permitted assigns only, and there are no third-party beneficiaries to this Agreement.

K. Remedies Cumulative:  The rights and remedies under this Agreement are independent of each other and are cumulative. Moreover, in addition to the rights and remedies of a Party hereunder, each Party will have all rights and remedies available at Law or in equity.

L. Survival.  The following Sections will survive any termination of this Agreement: Sections I, II, III, IV.B., IV.C.3, IV.D, IV.E, IV.F, IV.H, IV.I, V.C., VI, VII, VIII, IX,  X, XI, XII, XIII, XIV and any Sections or provisions herein that are expressly identified as surviving the termination of this Agreement or that, by their natures, survive termination of this Agreement.

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