The following terms and conditions govern all use of the www.talentric.com website and all content, communications, services, and products available at or through that website and all communities and forums operated by Talentric, LLC (collectively, this “Website”). This Website is operated by Talentric, LLC and/or its affiliates (collectively, “Talentric,” and also referred to as “we,” “us,” or “our”) and is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy) and procedures that may be published from time to time on this Website by us (collectively, the “Agreement” or these “Terms of Use”).

1. Acceptance of Terms. By accessing or using this Website (including, but not limited to any article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, posting, any forum, wiki, blog, or services provided on it), you accept and agree to abide by these Terms of Use. By using this Website, you are signifying your assent to these Terms of Use and the applicable Additional Legal Terms. Any services used through this Website are also governed by these Terms of Use and the applicable Additional Legal Terms (the “Services”). The term of this agreement to abide by these Terms of Use begins the moment you commence interacting with this Website or use any of its goods or services and ends when you stop availing yourself of this Website or if your use is terminated per the terms herein; however, certain provisions in these Terms of Use may last indefinitely. These Terms of Use and all disclaimers, legal notices, click-through agreements, or other applicable legal agreements (collectively, the “Additional Legal Terms”) form a legally binding agreement between you and us. Whenever there is a conflict between the terms in these Terms of Use and the Additional Legal Terms, the terms in the Additional Legal Terms shall control. You affirm that you are more than 16 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. If you are accessing and/or using this Website on behalf of your employer or as a consultant or agent of a third party (collectively “your company”), you represent and warrant that you have the authority to act on behalf of and bind your company to these Terms of Use and everywhere in these Terms of Use that refers to “you” or “your” shall also include your company. If you do not agree to these Terms, you are not granted permission to use this Website or the Services and must exit and discontinue your use immediately. In the event of any conflict or inconsistency between the terms and conditions of the Agreement, and any other terms and/or conditions applicable to the Service, we shall determine which rules, restrictions, limitations, terms and/or conditions shall control and prevail in our sole discretion, and you specifically waive any right to challenge or dispute such determination.

2. Permissible Use of this Website. Subject to and conditioned upon your compliance with these Terms of Use and any applicable Additional Legal Terms, we grant you a non-exclusive, non-transferable, limited right and license (without right of sublicense) to access and use this Website and its content solely as made available by us and solely for your personal, informational, noncommercial purposes. You shall be responsible, at your sole expense, for procuring, operating, and maintaining the computer system, mobile device, hardware, software, and other items necessary or appropriate to enable you to access this Website hereunder.

3. Restrictions. You may NOT: (a) reproduce, duplicate, copy, sell, resell, reverse-engineer, distribute, alter, modify, disassemble, decompile, transmit, lease, transfer, assign, or publicly display any portion of this Website, including but not limited to intellectual property, goods, or Services provided, or create derivative works of any portion of this Website; (b) circumvent, disable or otherwise interfere with security-related features of this Website or features that prevent or restrict use or copying of any content or enforce limitations on use of this Website or the content therein; (c) gain unauthorized access of this Website’s content through any technology or any unauthorized means other than user interaction expressly invited on this Website itself; (d) use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses this Website in a manner that sends more request messages to this Website’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line Web browser (notwithstanding the foregoing, we grant the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials; however, we reserve the right to revoke these exceptions either generally or in specific cases); (e) collect or harvest any personally identifiable information, including account names, from this Website, nor to use the communication systems provided by this Website (e.g. comments, email) for any commercial solicitation purposes; (f) solicit, for commercial purposes, any users of this Website with respect to their submissions; (g) use this Website for any illegal purpose; or (h) use or otherwise exploit this Website for any commercial use, where prohibited commercial use includes any of the following actions taken without our express written approval: (i) sale of access to this Website or its related services on another website; (ii) use of this Website or its related services for the primary purpose of gaining advertising or subscription revenue; (iii) the sale of advertising, on this Website or any third-party website, targeted to the content of web site content; (iv) altering or modifying another website to falsely imply that it is associated with this Website; and (v) any use of this Website or its related services that we find, in our sole discretion, to use our resources or user submissions with the effect of competing with or displacing the market for this Website content or any products or services featured on this Website, or its user submissions.

You also agree to NOT use this Website to:

• publish, upload, post, email, transmit or otherwise make available any content that (a) you do not have the right to make available (b) is unlawful, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable; (c) infringes any intellectual property rights of any party, (d) includes any unsolicited or unauthorized advertising, promotional materials, surveys, junk mail, spamming, chain letters, or any other form of solicitation, commercial or otherwise, or (e) contains a software virus, Trojan horse, worm, time bomb, cancelbot, corrupted file, or any other computer file or software designed to interrupt, destroy, damage or limit the functionality of any computer hardware, software or other property;
• defame, harass, abuse, stalk, threaten or violate the legal rights of others such as rights of privacy and publicity;
• impersonate any person or entity, including, but not limited to, an official of ours, an employee of ours, or any other third party, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• forge email headers or otherwise manipulate identifiers in order to disguise the origin of any content;
• violate any applicable local, state, national or international law or regulations;
• harvest, collect, or store personal information or data of other users of this Website; or
• enable third parties to violate these Terms of Use.

4. Third-Party Websites. This Website may contain links to third-party websites that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites. We shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with your use of any such linked third-party website or your reliance on any content, goods or services available on or through any such linked third-party website.

5. Accounts. In order to access some features of this Website, you may have to create an account. You may never sign on under another user's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We will not be liable for any losses caused to you by any unauthorized use of your account. However, you may be liable for the losses by us or of other parties due to such unauthorized use. You represent that the personal information you provide to us via this Website is true, valid, complete, and up-to-date in all respects and you are responsible for ensuring that your password and account login are kept secret, safe, and secure at all times.

6. Confidential Information. You agree not to provide us or other users of this Website with any confidential or proprietary information that you or the owner of the information do not intend to become public information. Any content that you send or upload to this Website will be deemed NOT to be confidential or proprietary, and you expressly agree that you waive any trade secret or other confidentiality rights with respect to such uploaded content. You understand that the technical processing and transmission of any Website content and your content may be transferred unencrypted and involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices. Please be advised that we do not guarantee that any information sent to or from this Website will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to us via this Website or the Internet, including, for example, personal information such as your name or address.

7. Privacy Policy. You understand and agree to the terms of the Privacy Policy found by clicking on “Privacy Policy” at the bottom this Website’s home page. That Privacy Policy is incorporated herein by reference.

8. Intellectual Property. All trademarks shown on this Website are the property of their respective owners. Net Promoter System®, Net Promoter Score®, NPS® and the NPS-related emoticons are registered trademarks of Bain & Company, Inc., Fred Reichheld and Satmetrix Systems, Inc. Talentric® and Search Augmentation® are registered service marks of, or are used with permission by, Talentric. The absence of a trademark notice or legend indicating the registration or ownership by us anywhere in the text of this Website does not constitute a waiver of our trademark or other intellectual property rights concerning that service mark used or referenced on this Website. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours without our express prior written consent. Nothing contained on this Website shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent. We reserve all rights not expressly granted in and to the content of this Website. You are also advised that we and/or our licensee(s) will aggressively enforce its intellectual property rights to the fullest extent of the law, including seeking criminal prosecution. By transmitting or uploading content to this Website, you grant us a perpetual, unlimited, irrevocable, royalty-free, worldwide license to: use, reproduce, adapt, display, perform, modify, transmit, translate, distribute, and create derivative works of the content; to make, have made, offer to sell, sell, lease, or otherwise distribute any content or product; and to practice any method, embodying such content (including the right to sublicense any of the foregoing). You further represent and warrant to us that you have the right, title, and/or authority to grant such license to us. We respect the intellectual property of others, and we ask our users and content partners to do the same. The unauthorized posting, reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owner’s rights. As a condition to your use of this Website, you agree not to use this Website to infringe the intellectual property rights of others in any way. We reserve the right to terminate the accounts of any users, and block access to this Website of any users who are repeat infringers of the copyrights, or other intellectual property rights, of others. We reserve the right, in our sole discretion, to take these actions to limit access to this Website and/or terminate the accounts of any time, in our sole discretion users who infringe any intellectual property rights of others, whether or not there is any repeat infringement, with or without notice, and without any liability to the user who is terminated or to the user whose access is blocked. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via this Website, please notify our copyright agent at info@talentric.com, as set forth in the Digital Millennium Copyright Act of 1998 (“DMCA”). For your complaint to be valid under the DMCA, you must provide the following in writing:

• An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
• Identification of the copyrighted work that you claim has been infringed;
• Identification of the material that is claimed to be infringing and where it is located on this Website;
• Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and e-mail address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
• A statement, made under the penalty of perjury, that the submitted above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

9. Termination and Accountability. In the event you are in material breach of these Terms of Use or the Additional Legal Terms, we may, at our sole discretion and in addition to any other rights or remedies we may have, immediately terminate your access to and use of this Website. We may remove any content posted on this Website at our sole discretion. We shall not be liable to you or any third party for any termination or change to this Website. If you send or upload content that is confidential or proprietary of a third party without that third party's permission, or, if you transmit or upload content that is intended to infect, corrupt or otherwise disrupt the operation of this Website or any other user’s computer system, we may report you to the relevant authorities to ensure you are held accountable to the fullest extent of applicable laws. You acknowledge and agree that we have the right hereunder to an injunction without posting a bond to stop or prevent a breach or violation of your obligations under the Agreement. The terms herein contemplate obligations after the termination of the Agreement by us, including but not limited to Indemnification, Disclaimer, Limitation of Liability, Controlling Law, Severability, and General and Confidentiality, and shall survive termination.

10. Policy for Idea Submission. By submitting through this Website ideas or suggestions for products or services to be used by us, either independently of, or in conjunction with, our internally developed concepts, you irrevocably assign any intellectual property rights in such ideas or suggestions to us and such ideas or suggestions will be owned by us. If you intend to retain any intellectual property rights in your ideas and suggestions (patent, trade secrets, copyright, trademark, etc.), please do not submit them to us without our prior written approval.

11. Warranty Disclaimer. THIS WEBSITE AND ITS CONTENT ARE BEING PROVIDED TO YOU AS IS AND YOU AGREE THAT YOUR USE OF THIS WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SHAREHOLDERS, REPRESENTATIVES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS WEBSITE AND YOUR USE THEREOF. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY USER GENERATED CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THIS WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THIS WEBSITE BY ANY THIRD-PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THIS WEBSITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THIS WEBSITE OR ANY HYPERLINKED WEBSITE OR WEBSITE FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

12. Limitation of Liability. IN NO EVENT SHALL WE, OR OUR PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO ANY USER OF THIS WEBSITE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THIS WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF ABILITY TO USE, OR TRANSMISSION TO OR FROM, THIS WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THIS WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THIS WEBSITE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IF YOU ARE DISSATISFIED WITH THIS WEBSITE, SERVICES, OR WITH ANY OF THESE TERMS OF USE, OR FEEL THAT WE HAVE BREACHED THESE TERMS, YOU AGREE THAT YOUR SOLE REMEDY IS TO DISCONTINUE USING THIS WEBSITE.

The limitations of liability in this Section 12 are part of the basis of the bargain between you and us and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract and law) even if we or our affiliates have been told of the possibility of any such damage, and even if these remedies fail their essential purpose.

13. General Representation and Warranty. In addition to any representations elsewhere in the Agreement, you represent and warrant that (i) your use of this Website will be in strict accordance with the Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of this Website will not infringe or misappropriate the intellectual property rights of any third party.

14. Indemnity. You agree to defend, indemnify and hold us, and our affiliates, subsidiaries, officers, directors, employees and agents, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of or access to this Website, content you post or upload to this Website, your unauthorized use of content or products obtained on or through the Services; (ii) your violation of or alleged violation of any term of the Agreement or Additional Legal Terms; (iii) your violation of any third party right, including without limitation any copyright, trademark, property, publicity or privacy right; or (iv) any claim that one of your user submissions caused damage to a third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate in all reasonable respects in such defense. You may not settle any claim that is referenced or otherwise covered by this Indemnity provision without our prior written consent. This defense and indemnification obligation will survive these Terms of Use and your use of this Website.

15. Amendment. We reserve the right to amend these Terms of Use, and to modify, change or discontinue any part or all of this Website, at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of this Website following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms.

16. Assignment. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.

17. Severability. If any provision in these Terms of Use shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality, or unenforceability.

18. Notices. If you have any questions concerning these Terms of Use please contact us at the contact page on this Website.

19. General. This Website is operated and offered in the United States of America. We make no representations that this Website is appropriate or available for use in other locations; indeed, this Website may not be appropriate or available for use in some non-United States jurisdictions. Those who access or use this Website from other jurisdictions do so at their own volition and are responsible for compliance with local law. We may limit this Website’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose. You agree that: (i) this Website is controlled or operated (or both) from the State of Georgia in the United States and therefore shall be deemed solely based in Georgia, and shall not subject us to any non-United States jurisdiction or law; and (ii) this Website shall be deemed a passive website that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Georgia, U.S.A. These Terms of Use and all matters related to access and use of this Website shall be governed by U.S. federal law and the internal substantive laws of Georgia, U.S.A., without respect to its conflict of laws principles. Subject to the arbitration terms set forth below, any claim or dispute between you and us that arises in whole or in part from, or that relates to, this Website shall be decided exclusively by a court of competent jurisdiction located in Georgia. You agree that in the event you have any claim arising out of the Agreement against us, you will first contact us and make a good faith sustained effort to resolve such a claim before resorting to more formal means of resolution, including without limitation arbitration or any court action. You may contact us through the means described on this Website and herein. In the event the dispute is not resolved informally, except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under the Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Marietta, Georgia, in the English language and the arbitral decision may be enforced in any court. You acknowledge and agree that you and we are each waiving the right to a trial by jury. You further acknowledge and agree that you waive your right to participate as a plaintiff or class member in any purported class action or representative proceeding. Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. No waiver by us of any right or provision of these Terms of Use shall be deemed a further or continuing waiver of such right or provision or any other right or provision. Any heading, caption or section title contained in these Terms of Use is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. While we endeavor to ensure that this Website is normally available 24 hours a day, we will not be liable if for any reason it is unavailable at any time for any period. These Terms of Use, including our Privacy Policy, constitute the entire legal agreement between you and us regarding this Website and govern your use of this Website, services, and any transactions you may have with us through this Website.

Revised Date: 16 February 2021