Legal

Terms of Service Agreement

talentsky terms of service
Effective Date: April 15, 2024

OVERVIEW

This Terms of Service Agreement (this “Agreement”) is an agreement between you and Talentsky Inc. and its affiliates (“Talentsky,” “we,” “us,” or “our”). This Agreement applies to the talentsky.com and my.talentsky.com websites (the “Websites”), and the “Talentsky” applications, Software, Licensed Content, other content and services made available to you (the “Services”). This Agreement applies to all users of the Websites or the Services including registered users, users accessing the Services as an unregistered user and enterprise customers using the Services on a free trial basis (“Users”).

BY CLICKING ON THE “I ACCEPT” BUTTON, EXECUTING AN ORDER FORM, COMPLETING THE REGISTRATION PROCESS AND/OR BROWSING THE WEBSITES, OR BY ACCESSING OR CONTINUING TO USE OUR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TALENTSKY, (3) IF YOU ARE UNDER 18 YEARS OLD (OR UNDER THE AGE OF MAJORITY WHERE YOU LIVE), YOU HAVE REVIEWED THE AGREEMENT WITH YOUR PARENT OR LEGAL GUARDIAN AND THEY AGREE TO THE TERMS OF THIS AGREEMENT ON YOUR BEHALF AND TAKE FULL RESPONSIBILITY FOR YOUR COMPLIANCE WITH THE AGREEMENT, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY, OR, IF YOU HAVE NAMED AN ENTITY AS THE USER, YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND TO BIND THAT ENTITY TO THIS AGREEMENT. IF YOU CANNOT OR DO NOT AGREE TO THIS AGREEMENT, DO NOT USE OUR SERVICES.

THE SECTION TITLED “ARBITRATION AGREEMENT” CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND TALENTSKY. AMONG OTHER THINGS, THE SECTION TITLED “ARBITRATION AGREEMENT” INCLUDES AN AGREEMENT TO ARBITRATE, WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND TALENTSKY SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. THIS SECTION ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THIS SECTION CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH THE SECTION TITLED “30-DAY RIGHT TO OPT OUT”: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

You may have the option to elevate your access to the Services to include our premium offerings, such as by upgrading to a “Consumer Premium Account.” If you choose to upgrade your account, the terms set forth in the section titled “Fees and Purchase Terms” and “Automatic Renewal” will apply to you. IF YOU PURCHASE A CONSUMER PREMIUM ACCOUNT SUBSCRIPTION FOR A TERM (THE “INITIAL TERM”), THEN UPON EXPIRATION OF THE INITIAL TERM THE CONSUMER PREMIUM ACCOUNT SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT TALENTSKY’S THEN-CURRENT RATE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR CONSUMER PREMIUM ACCOUNT SUBSCRIPTION IN ACCORDANCE WITH THE FEES AND PURCHASE TERMS AND AUTOMATIC RENEWAL PROVISIONS SET FORTH BELOW.

PLEASE BE AWARE THAT THE TALENTSKY COMMUNICATIONS SECTION OF THIS AGREEMENT CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US VIA E-MAIL.

CHANGES TO THIS AGREEMENT

PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY TALENTSKY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Talentsky will make a new copy of this Terms of Service Agreement available at the Websites. We will also update the “Effective Date” at the top of the Terms of Service Agreement. If we make any material changes, and you have registered with us to create an account (“Account”), we will also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to this Agreement will be effective immediately for new Users of the Website, and will be effective thirty (30) days after posting notice of such changes on the Websites for existing Users. Talentsky may require you to provide consent to the updated Agreement in a specified manner before further use of the Websites or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and the Services. Otherwise, your continued use of the Websites and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITES TO VIEW THE THEN-CURRENT AGREEMENT.

PRIVACY

Please review our privacy policy, as may be amended from time to time, available at https://talentsky.com/privacy, (“Privacy Policy”) for information about our practices with respect to our collection, use, disclosure, and other matters related to personal data and related information.

OUR SERVICES

Talentsky allows you to enhance and present your skills and achieve your career goals. Talentsky will use your skills, moments, colleagues, and followers to evaluate your skills, fit, and job patterns and trends, and to suggest skills to advance your career and personal growth. In doing so, we will never consider race, color, religion, gender, gender expression, age, national origin, disability, marital status, sexual orientation, military status, or any other characteristic protected by federal, state, or local laws.

LIMITED LICENSE TO USE THE SERVICES

You are granted the right to use the Services only for your personal use, unless specified in a separate agreement with us, including an enterprise agreement or order form. To the extent any software (“Software”) and/or content (including, without limitation, moments, videos, logos and other content (“Content”) of other Users (“User Content”)) is provided as part of the Services (the Content provided as part of the Services, “Licensed Content”), such Software and Licensed Content is subject to this Agreement, and is licensed, not sold. Talentsky grants you a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to use: (a) the Software solely to access the Services; and (b) the Licensed Content solely in conjunction with the Services. The Services may automatically update the Software and Licensed Content on your device when a new version becomes available. Except for the limited rights expressly granted hereunder, Talentsky and our licensors reserve all right, title and interest in and to the Websites, Services, Software and Licensed Content, including all associated intellectual property rights.

USE OF THE SERVICES

In order use the Services, you must be of legal age to form a binding contract with Talentsky and fully competent to understand and agree to this Agreement. You may only register for one account. If we terminate your access to the Services due to a violation of this Agreement or any applicable law, you may not re-register for the Services without our prior express written consent.

No other right is granted, and you may not, without Talentsky's prior written consent:
  • download, modify, reproduce, or resell any of the Websites, Services, Software or Licensed Content, or resell or otherwise make available to third parties access thereto or use thereof;
  • use any bot, spider, data miner, or other means to access, scrape, extract and/or gather data from the Services, including without limitation, User information, skills data, or any other User Content (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Websites 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);
  • frame or mirror any portion of the Services;
  • reverse engineer or decompile any software associated with the Services or assist anyone in doing so (except to the extent such restrictions are prohibited by applicable law);
  • access the Services through interfaces not provided by Talentsky; or
  • interfere with the operation of the Websites or Services.


Further, you warrant and covenant that:
  • all information you provide will be accurate and not misleading, including, without limitation, information regarding your skills, education, affiliations, employers, and job titles;
  • you will not create multiple accounts or accounts under other names or identities; you will not post inaccurate, harmful, hateful, obscene, discriminatory, libelous, unlawful, or otherwise objectionable comments, feedback or content;
  • you will not post any spam or other solicitations (including, without limitation, job postings, career opportunities, or links to such solicitations); or otherwise engage in recruitment or hiring practices in connection with the Services in a manner contrary to federal, state, or local laws;
  • you will not post anything that contains harmful code, including without limitation, viruses or worms;
  • you will not download, store, share, disclose, or distribute any content from the Websites or Services or other Users without our express written permission;
  • you will not engage in any activity designed to interfere with use of the Services by other Users;
  • you will not use the Services (including, without limitation, the messaging components of the Services) to harass other Users or send spam or other unwelcome communication to other Users;
  • you will not use the Services to violate or encourage the violation of any local, state, national, or international law or regulation;
  • you will not, without our consent or the consent of the data subject, collect or store personal data about other Users of our Services or solicit personal information from any individual;
  • you will not frame, mirror, or otherwise redisplay the content of the Services, or obscure any trademarks visible in normal use of the Services;
  • you will not infringe any patent, trademark, trade secret, copyright, right of publicity or privacy, or other right of any party, or distribute any content you do not have a right to make available under any law or under contractual or fiduciary relationships; and
  • you will not assist any third party in engaging in any activity prohibited by this Agreement.


Talentsky reserves the right to remove any Content posted in breach of these warranties. Further, Talentsky reserves the right to suspend, deactivate, terminate or otherwise take any reasonable action against Users who violate these warranties or other provisions of this Agreement.

ACCOUNTS AND ADDITIONAL AGREEMENTS

All Accounts: Use of the Services require that you register for a Talentsky User account and complete onboarding. If you register an account, you agree that you are responsible for maintaining the confidentiality of your username and password, and for creating a reasonably secure password. YOU ARE RESPONSIBLE FOR ALL ACTIVITIES THAT TAKE PLACE UNDER YOUR ACCOUNT OR PASSWORD. You represent and warrant that you will, when registering your account or making purchases, provide accurate, up to date account information (such as your real name, valid professional email address, and if applicable accurate, non-fraudulent payment information) and will promptly update your account information if it changes. Notwithstanding anything contained herein to the contrary, by submitting Your Content (as defined below) to any forums, comments, or any other area on the Services, you hereby expressly permit Talentsky to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.


Enterprise Accounts: If you are accessing the Services through an account linked to, created, or maintained by your employer or any other enterprise (“Enterprise”), your Enterprise may have access to your User Content and the enterprise-related features of your account, including the ability to terminate such features, or your access to or use of them. We are not responsible for actions of your Enterprise with respect to your account in such cases. If you are using the Websites or the Services through an Enterprise account, you must, and you warrant that you will, comply with your Enterprise’s policies related to use of the Services, including, without limitation, applicable user account, social media and confidentiality policies (the “Enterprise Policies”), in addition to this Agreement. You acknowledge and agree that this Agreement is incorporated into the Enterprise Policies and/or any enterprise agreement to which you are bound, and the terms of that enterprise agreement prevail in the event of conflict with this Agreement.


Additional Features: The Services may include certain optional features and functionality that may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms are hereby incorporated into this Agreement and will be set forth in the applicable supplemental service or will be presented to you for your acceptance when you sign up to use the supplemental service. If the terms of this Agreement are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental service.

With respect to the Workshops feature, the applicable Supplemental Terms are located at https://talentsky.com/terms#workshops.


Profile Promotion: If your profile is 100% complete, you will be given the choice to opt-in or opt-out of Profile, Workshop, or other Promotion in your Profile Settings. An opt-in authorizes Talentsky, your employer, or an organization with which you are affiliated, to use your Talentsky profile image, your name, your Talentsky profile link and profile details, your Talentsky Workshop links, your Talentsky Workshop details, your Talentsky Mentor Page link, your Talentsky Mentor Page details, your general biographical details, statements, and/or any other materials or media identifying you on the Talentsky platform, (collectively, “Likeness”), without further authorization or any compensation, worldwide, on Talentsky’s website or your employer’s website, for the purposes of promoting your profile or Workshops and/or promoting organizations that you are affiliated with and for promoting Talentsky’s platform and its related products and services. Talentsky and our employer have no obligation to use your Likeness. You may opt-out of Profile or Workshop Promotion at any time in your Profile Settings.

Community Affiliation: If you signed up through a community promotion, you will see your affiliation (“Community Affiliation”) on the organization’s page under the “Member” tab. You may opt out of Community Affiliation at any time in your Profile Settings; if you toggle off your affiliation, you will no longer appear in the Org’s page as a “Member.” Opting out cannot be undone

YOUR CONTENT

Use of Your Content: Use of the Services will involve uploading and storing Content by you (“Your Content”). You retain full ownership to Your Content. You grant Talentsky a worldwide, perpetual, fully-paid, royalty-free, irrevocable license, to use, modify, store, host, reproduce, transmit, distribute, publish, and display Your Content in conjunction with the Services, and to have the following undertaken by third parties on our behalf (including, but not limited to, providers of hosting services). You agree that we will need no additional consent from you to use Your Content in accordance with this Agreement.

Feedback: Any feedback, improvements, comments, or suggestions you may provide regarding Talentsky, the skills library, the Websites, Services, Software and/or Licensed Content (“Feedback”) is entirely voluntary, and you grant Talentsky a perpetual, irrevocable, fully-paid, royalty-free worldwide license, including the right to sublicense, use, reproduce, display, perform, modify, store, publish, transmit, and distribute such Feedback without any compensation to you or others.

Responsibilities: You are solely responsible for Your Content while using the Services. Certain features and functionality of the Service may enable you to specify the level at which the Service restricts access to Your Content. In such cases, you are solely responsible for applying the appropriate level of access to Your Content. If you do not choose a level of access, the system may default to its most permissive setting. It is your responsibility to ensure that you have all rights and permissions with respect to Your Content, and to avoid infringement or violation of any rights of others, including without limitation, your Enterprise’s confidentiality or social media policies. You acknowledge that we have no obligation to pre-screen or monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety, or legality of Your Content or any other information or content you may be able to access using the Services. Although not obligated to, Talentsky reserves the right in its sole discretion to pre-screen, refuse or remove Your Content. By entering into this Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Talentsky pre-screens, refuses or removes any of Your Content, you acknowledge that Talentsky will do so for Talentsky’s benefit, not yours. Without limiting the foregoing, Talentsky shall have the right to remove any of Your Content that violates this Agreement or is otherwise objectionable. You agree to indemnify and hold Talentsky, its affiliates, licensors and agents harmless from all claims based on Your Content, your access and use of User Content and/or your use of the Website, Services, Software and Licensed Content.

Access to Your Content: We do not guarantee that Your Content will be free from loss, theft, misuse, or unauthorized access, disclosure, alteration, or destruction. In no event will we be liable for loss or corruption of Your Content, and you acknowledge that it is your responsibility to keep your own backup copies of Your Content, and to use a secure encrypted connection if you wish to protect Your Content when you are transmitting it to us. You are solely responsible for protecting your passwords, limiting access to your computers and other devices, and signing out of the Services when you are not using them. Talentsky will not be liable for any loss or corruption of Your Content, or for any costs, fees, or expenses associated with backing up or restoring any of Your Content.

We are not obligated to publish any of Your Content, messages, or other content, and can remove it from the Services in our sole discretion, with or without notice to you, if found to be in violation of this Agreement, or if we believe we are legally required to do so.

YOUR ACCESS TO THE SERVICES OR CONTENT OF OTHERS

You may have access to information and content of others. You may not copy, upload, download, or share any information or content using the Services unless you have the right to do so. You will be fully responsible and liable for what you copy, share, upload, download, or otherwise use while using the Services.

We do not review or curate the content posted by other Users. As such, you may be served inaccurate, offensive, illegal, hateful, or misleading content or information. You agree that Talentsky is not responsible for such content or information or your use of such content or information.

Talentsky has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Users at your own risk.

You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that Talentsky reserves the right, but has no obligation, to intercede in such disputes. You agree that Talentsky will not be responsible for any liability incurred as the result of such interactions.

FEES AND PURCHASE TERMS

Fees. If you upgrade your account to a Consumer Premium Account, or otherwise incur charges in connection with your account, you agree to pay all fees or charges to your account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Talentsky with a valid credit or debit card (“Payment Method”), as a condition to signing up for a Consumer Premium Account subscription (a “Subscription”) as well as for other aspects of the Services. You agree to provide accurate and complete information in order for Talentsky process payments made through the Services. Eligible Payment Methods are subject to change from time to time in Talentsky’s sole discretion. Your agreement with the issuer of your Payment Method governs your use of the designated Payment Method, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Talentsky with your Payment Method and associated payment information, you agree that Talentsky is authorized to immediately invoice your account for all fees and charges due and payable to Talentsky hereunder and that no additional notice or consent is required. Talentsky or its Payment Processor (defined below) will charge the authorized Payment Method you specify at the time of purchase or as otherwise specified in your Talentsky User account. If you elect to store a Payment Method in your User account, that Payment Method can be used by you for any purchase you make through the Services, including without limitation in connection with the Workshop feature as described in the Supplemental Terms located at https://talentsky.com/terms#workshops. You agree to immediately update your User account in the event of any change in your payment information. You further agree that and understand that we may also use certain updater services for credit and debit cards, whose availability varies by issuing bank, to ensure we have the most up-to-date information about any applicable Payment Method maintain on file in your User account.

Payment Processors. All payments for purchases made through the Services (including in connection with Workshops) are processed by Talentsky and its third-party payment services providers (“Payment Processors”). Talentsky uses Chargebee Inc. and its affiliates, including Authorize.net, as its Payment Processor for payment services (e.g., card acceptance, merchant settlement, and related services). Talentsky may replace its Payment Processor(s) without notice to Users. By making a payment through the Services, you agree to be bound by the Payment Processor’s policies, user agreements, terms and conditions. The Payment Processor’s terms and conditions are available at https://www.chargebee.com/company/terms/ and its Privacy Policy is available at https://www.chargebee.com/privacy/. Authorize.net’s terms and conditions are available at https://www.authorize.net/about-us/terms.html and its Privacy Policy is available at https://usa.visa.com/legal/privacy-policy.html?_ga=2.260605006.2127270478.1712866301-4189832440.1698173031. You hereby consent and authorize Talentsky to share any information and payment instructions provided to Talentsky with the applicable Payment Processor(s) to the extent required to complete applicable transactions.

Billing Address. You agree to supply all correct and up-to-date payment information to Talentsky, including your billing address. You acknowledge that Talentsky shall use such billing address for the purposes of determining where you are located and from where you are using and accessing the Services. You agree to immediately notify Talentsky of any change in your billing address or other information associated with your Payment Method account used for payment hereunder. Talentsky reserves the right at any time to change its prices and billing methods, either immediately upon posting such changes to the Services or by e-mail delivery to you.

Consumer Premium Subscription Fees. You will be responsible for payment of the applicable fees in connection with your Subscription (each, a “Consumer Premium Subscription Fee”) at the time you elect such Subscription, (each, a “Subscription Commencement Date”). Except as set forth in the Agreement, all fees in connection with a Subscription are non-refundable. No contract will exist between you and Talentsky for the Subscription until Talentsky accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.

Taxes. The payments required under the Section above (Consumer Premium Service Subscription Fees) do not include any Sales Tax that may be due in connection with the Subscription provided under this Agreement. If Talentsky determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Talentsky shall collect such Sales Tax in addition to the payments required under this Section of the Agreement. If any Subscription, services, or payments for any services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Talentsky, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Talentsky for any liability or expense Talentsky may incur in connection with such Sales Taxes. Upon Talentsky’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

Special Offers. Talentsky may, from time to time, offer certain incentive or rewards programs, special promotions or other activities (“Special Offers”) to eligible Users. Eligibility to participate in such Special Offers is determined by Talentsky in its sole discretion and we reserve the right to revoke a Special Offer in the event that we determine you are not eligible. Your participation in any Special Offers will be subject to, and governed by, the terms and conditions accompanying the applicable Special Offer, as set by Talentsky in its sole discretion, as well as this Agreement. The eligibility requirements and other limitations and conditions will be disclosed when Talentsky makes the Special Offer available or in other communications made available to you. Talentsky may update, change, modify or terminate a Special Offer at any time without liability to you.

AUTOMATIC RENEWAL

Your Subscription will continue indefinitely until terminated in accordance with the Agreement. After your initial Subscription period, and again after any subsequent Subscription period, your Subscription will automatically commence following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Talentsky’s then-current price for such Subscription. You agree that your account will be subject to this automatic renewal feature unless you cancel your Subscription at least one (1) day prior to the Renewal Commencement Date, by logging into and going to the “Subscription and Payment” page of your “Profile Settings” page. If you do not wish for your Subscription to renew automatically, or if you want to change or terminate your Subscription, please log in and go to the “Subscription and Payment” page on your “Profile Settings” page. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Consumer Premium Subscription Fee paid for the then-current Subscription period. By subscribing, you authorize Talentsky to charge your Payment Method now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Talentsky is not able to charge your Payment Method, (a) you agree to pay all amounts due on your account upon demand and/or (b) you agree that Talentsky may either terminate or suspend your Subscription and continue to attempt to charge your Payment Method in accordance with applicable law until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).

MODIFICATIONS, INTERRUPTION, AND TERMINATION

The Services will continue to evolve as we refine features and functionality. We may terminate, suspend, or modify the Services, in general or with respect to you, from time to time without cause and without liability to you. Such reasons may include, without limitation, for example, our inability to provide a feature or component of the Services due to changes in technology or license rights, or our determination that certain portions of the Services are not commercially feasible to maintain.

You acknowledge and accept that we do not guarantee continuous, uninterrupted or secure access to our Services, or that operation of our Services will be uninterrupted or error free. You understand that usage of our Services may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

You can stop using our Services any time. We reserve the right, in our sole discretion, to limit, suspend, or revoke your account, with or without notice, and with or without cause. Reasons for such action may include, without limitation, violation of this Agreement, duplicate accounts, inactivity, failure to use the Services for one full year, or our determination that you may damage our business or reputation. You acknowledge that if your access to the Services is suspended or revoked, you may no longer have access to Your Content, and that if your account is revoked, we may delete all content and files associated with your account unless we are legally required to maintain it. Under the terms of our license to Your Content (above) we reserve the right to retain Your Content for so long as we deem necessary, and indefinitely, subject to the Privacy Policy, to the extent such content is copied or reposted by other Users.

If your registration(s) with, or ability to access, the Services or any other Talentsky property community, is discontinued by Talentsky due to your violation of any portion of this Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services or any Talentsky properties through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Talentsky properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Talentsky reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

INTELLECTUAL PROPERTY RIGHTS

All content, skills, materials, layout, organization, design, graphics, logos, service marks, trademarks, and trade dress on the Websites and/or provided as part of the Services, are protected by the intellectual property rights of Talentsky and its licensors (including, without limitation, copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws), and may not be used without prior written consent of the owner. All rights are reserved.

The Services may contain links to websites or resources of others, including, without limitation, educational or training content. We do not endorse and are not responsible or liable for their accuracy, availability, content, products, services or anything else. You are solely responsible for your use of any such websites or resources. If we provide you with any software under an open source license, there may be provisions in those licenses that conflict with this Agreement, in which case the open source provisions will apply with respect to the code to which those provisions apply.

We may use some descriptions that contain skills names and other descriptors that have been trademarked by third parties. Our use of such trademarks are solely for the purpose of accurately identifying the applicable skill, training or other descriptor; we are not associated with such trademark owners, and no endorsement by the trademark owners is implied by use of such trademarks and trade names.

INDEMNITY

You agree to indemnify and hold Talentsky, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Talentsky Party” and collectively, the “Talentsky Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Services; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Talentsky reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Talentsky in asserting any available defenses. This provision does not require you to indemnify any of the Talentsky Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Websites or any Services provided hereunder. You agree that the provisions in this Section will survive any termination of your account, this Agreement and/or your access to the Services.

THIRD PARTIES

Please be aware that certain features, applications, plugins, content, or other parts of our Websites or Services may be provided by third parties (“Third-Party Services”), not Talentsky. Your use of these Third-Party Services — including third-party links to other websites on the Internet and third-party applications — are not governed by this Agreement. You acknowledge and agree that we are not responsible for the availability of, or any content located on or through, any Third-Party Service, or any use of your information by those third parties.

You further acknowledge that any reliance on representations and warranties provided by any party other than Talentsky will be at your own risk. You expressly agree to hold us harmless for any claims of damage arising from any Third-Party Service, or use of your information by those third parties. Your use of those Third-Party Services is subject to the terms of use and privacy policies posted on each site or service, and we encourage you to review those terms of use and privacy policies.

DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS.

WE DO NOT WARRANT THE AVAILABILITY OF THE SERVICES, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL EFFECTS, OR THAT ANY SPECIAL OFFERS ARE AVAILABLE TO ANY PARTICULAR USER OR WILL REMAIN AVAILABLE FOR ANY GIVEN PERIOD, AND MAKE NO REPRESENTATION REGARDING CORRECTNESS, ACCURACY, RELIABILITY, AVAILABILITY, OR CURRENCY OF THE SERVICES. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICES, INCLUDING LOSS OF DATA OR YOUR CONTENT, OR DAMAGE TO YOUR COMPUTER, DEVICES OR OTHER EQUIPMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TALENTSKY OR THROUGH THE WEBSITES OR THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

LIMITATION OF LIABILITY

IN NO EVENT SHALL THE TALENTSKY PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST DATA, INCOME, BUSINESS, REVENUE OR PROFITS) RESULTING FROM YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. YOU AGREE THAT THIS LIMITATION WILL APPLY TO ALL SERVICES.

SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE EXCLUSIONS AND LIMITATIONS ABOVE MAY NOT BE ENFORCEABLE AND YOU MAY HAVE ADDITIONAL RIGHTS. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THIS LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT THE AGGREGATE LIABILITY OF THE TALENTSKY PARTIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION OF ANY KIND ARISING OUT OF USE OF THE SERVICES, THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS (USD $1,000).

RELEASE

YOU HEREBY RELEASE THE TALENTSKY PARTIES AND THEIR SUCCESSORS FROM CLAIMS, DEMANDS, ANY AND ALL LOSSES, DAMAGES, RIGHTS, AND ACTIONS OF ANY KIND, INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE, THAT IS EITHER DIRECTLY OR INDIRECTLY RELATED TO OR ARISES FROM YOUR USE OF THE WEBSITES OR THE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY INTERACTIONS WITH OR CONDUCT OF OTHER USERS OR THIRD-PARTY WEBSITES OF ANY KIND ARISING IN CONNECTION WITH OR AS A RESULT OF THIS AGREEMENT OR YOUR USE OF THE WEBSITES OR THE SERVICES.

If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights or actions, including personal injuries, death or property damage, arising from any unconscionable commercial practice by a Talentsky Party or from a Talentsky Party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Websites or any Services provided hereunder.

PROCEDURES FOR MAKING COPYRIGHT INFRINGEMENT CLAIMS

It is Talentsky’s policy to terminate membership privileges of any registered User who repeatedly infringes copyright upon prompt notification to Talentsky by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Websites or the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Websites or Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Talentsky’s Copyright Agent for notice of claims of copyright infringement is as follows:

Talentsky Inc.
Attention: Johanna Lobo
4546 El Camino Real
Suite B10-316
Los Altos, CA 94022
Email: legal@talentsky.com

TALENTSKY COMMUNICATIONS

By entering into this Agreement or using the Services, you agree to receive communications from via e-mail. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Talentsky and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

The communications between you and Talentsky may take place via electronic means, whether you visit the Services or send Talentsky e-mails, or whether Talentsky posts notices on Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Talentsky in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Talentsky provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

ARBITRATION AGREEMENT

Please read this Section (the “Arbitration Agreement”) carefully. It is part of your contract with Talentsky and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Talentsky agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Talentsky may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Talentsky may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

Informal Dispute Resolution. There might be instances when a Dispute arises between you and Talentsky. If that occurs, Talentsky is committed to working with you to reach a reasonable resolution. You and Talentsky agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Talentsky therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Talentsky that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@talentsky.com or regular mail to our offices located at 4546 El Camino Real, Suite B10-316, Los Altos, CA 94022. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this Section.

Waiver of Jury Trial. YOU AND TALENTSKY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Talentsky are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the Section titled “Applicability of Arbitration Agreement.” There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class and Other Non-Individualized Relief. YOU AND TALENTSKY AGREE THAT, EXCEPT AS SPECIFIED IN THE SECTION TITLED BATCH ARBITRATION, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Section titled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Talentsky agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This Section does not prevent you or Talentsky from participating in a class-wide settlement of claims.

Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Talentsky agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Talentsky otherwise agree, or the Batch Arbitration process discussed in Section the Section titled “Batch Arbitration” is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

You and Talentsky agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under the Section titled “Batch Arbitration” is triggered, the AAA will appoint the arbitrator for each batch.

Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the Section titled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the Section titled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such Section titled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the Section titled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the Section titled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Talentsky need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Talentsky agree that in the event that there are twenty-five (25) or more individual Requests of a substantially similar nature filed against Talentsky by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Talentsky.

You and Talentsky agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 4546 El Camino Real, Suite B10-316, Los Altos, CA 94022, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Invalidity, Expiration. Except as provided in the Section titled “Waiver of Class or Other Non-Individualized Relief,” if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Talentsky as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Talentsky makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Talentsky at 4546 El Camino Real, Suite B10-316, Los Altos, CA 94022, your continued use of the Service, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Services or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Talentsky will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

EXPORT COMPLIANCE

You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you receive the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Talentsky are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Talentsky Services, either directly or indirectly, to any country in violation of such laws and regulations.

MISCELLANEOUS LEGAL TERMS

This Agreement and the use of the Services shall be governed exclusively by the laws of the State of California without regard to any principles of conflicts of law. The U.N. Convention of Contracts for the International Sale of Goods is expressly excluded from any interpretation of this Agreement. To the extent the parties are permitted under this Agreement to initiate litigation in a court, all disputes arising out use of the Services and/or this Agreement will be resolved exclusively in the federal or state courts in San Francisco, California, and the parties consent to venue and personal jurisdiction of such courts. To the extent permitted by law, the English version of this Agreement shall control the interpretation of this Agreement.

This Agreement constitutes the entire and exclusive agreement between you and Talentsky with respect to the Services, and supersedes and replaces any other agreements, terms, and conditions applicable to the Services. Notwithstanding the foregoing, in the event of any conflict between this Agreement and the terms in any applicable enterprise agreement, the terms of that agreement shall control. This Agreement creates no third party beneficiary rights. Failure by Talentsky to enforce a provision of this Agreement is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of this Agreement will remain in full effect and an enforceable term will be substituted to reflect our intent as closely as possible. This Section titled “Miscellaneous Legal Terms” and Sections titled “Use of the Services,” “All Accounts,” “Enterprise Accounts,” “Feedback,” “Responsibilities,” “Your Access to the Services or Content of Others,” “Modifications, Interruption, and Termination,” “Intellectual Property Rights,” “Indemnity,” “Third Parties,” “Disclaimer of Warranties,” “Limitation of Liability,” “Release,” “Arbitration Agreement,” and any surviving provisions of applicable Supplemental Terms shall survive the termination of this Agreement. You may not assign any of your rights in this Agreement, and any such attempt is void. Talentsky may, without notice to you, assign its rights and obligations to any of its affiliates or subsidiaries, or to any successor in interest of any business or assets associated with the Services. Talentsky shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, government orders or directions, national emergency, fire, floods, accidents, epidemics, pandemics, quarantine, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Code of Conduct

PURPOSE

The purpose of this Code of Conduct is to ensure that the Talentsky platform remains a welcoming and supportive environment for all users. All users should be treated with dignity, decency, and respect. Harassment, including discriminatory harassment, sexual harassment, and bullying, will not be tolerated, nor will other conduct that could reasonably be considered inappropriate in a professional setting.

This Code of Conduct is not intended to be an exhaustive list, and ultimately the Talentsky team has full discretion on whether a particular behavior is acceptable or not.

This Code of Conduct applies to all content published by all users on Talentsky, including but not limited to Achievements, Workshops, comments, private messages, profiles and mentor pages.

We encourage behavior that contributes to creating a positive environment, such as:

  • Using welcoming and inclusive language
  • Being respectful of differing viewpoints and experiences
  • Gracefully giving and accepting constructive criticism
  • Focusing on what is best for the group
  • Showing empathy towards other users
Unacceptable behavior includes, but is not limited to:

  • Harassment, bullying or deliberate intimidation. This includes targeted personal attacks, shaming, stalking, and abusive language directed at other users. Do not make offensive comments related to another user’s race, religion, national origin, sex, age, sexual orientation, gender identity or expression, personal appearance, political affiliation, marital status, family responsibilities, parenthood, veteran status, education, disability, genetic information, and any legally protected class in jurisdictions where Talentsky operates.
  • Dangerous Speech. Any form of expression that increases the risk that its audience will condone or commit violence against members of another group. Dangerous speech can include coded language. We don’t allow groups that engage in or promote violence, property damage, or organised criminal activity.
  • Violence or threats of violence. This includes incitement of violence toward any individual, including encouraging a person to commit self-harm. Doxxing (posting or threatening to post another user’s personally identifying information online) is not acceptable.
  • Engaging in behavior designed to annoy or harass others. This includes deliberately referring to someone by a gender that they do not identify with, questioning the legitimacy of an individual’s gender identity, and repeated subtle and/or indirect discrimination.
  • Engaging in behavior that contributes to a sexualized environment. This includes sexualized comments, jokes or imagery, and inappropriate sexual advances.
  • Influencing or encouraging another user to violate the Code of Conduct.
  • Disrupting online discussion, Workshops, or events, including talks and presentations. Disruptive behavior during Workshops is not acceptable.
  • Abusing the rating and/or feedback systems. This includes creating duplicate profiles to give yourself a positive rating and/or feedback, colluding with others to trade positive ratings or feedback, giving another user a bad rating/feedback simply because you dislike the user or dislike a rating/feedback you yourself received, or otherwise abusing the rating and/or feedback systems in any way.
  • Retaliation, including harassing, bullying or filing a false report against another user for raising a sincere concern about your own behavior.
  • Engaging in actions that disparage or malign or call into question the reputation of Talentsky, in Talentsky’s sole discretion, though the foregoing does not restrict fair criticism or reviews of Talentsky and its platform.
  • Violating any other of Talentsky’s existing or future policies or terms and conditions in any way.
REPORTING A CODE OF CONDUCT INCIDENT

If you see or experience something that you believe is a violation, report it to support@talentsky.com. The Talentsky team will review every report and determine whether there has been a violation of our policies.

ENFORCEMENT

All reports made to Talentsky will be taken seriously. Violating this Code of Conduct or any other of Talentsky’s existing or future policies or terms and conditions in any way can result in action against your account or content, at Talentsky’s sole discretion, up to and including a warning, account suspension, and/or permanent ban.

Workshops

These Talentsky Workshops Terms (“Workshops Terms”), together with Talentsky’s Terms of Service Agreement located at https://talentsky.com/terms (the “Terms of Service”), govern your access and use of the Workshops feature of Talentsky’s Services. Capitalized terms used in these Workshops Terms but not otherwise defined herein will have the meaning given to them elsewhere in the Terms of Service. By clicking “I accept” to these Workshops Terms, you agree to these Workshops Terms, which upon acceptance, supplement and are incorporated into, the Terms of Service between the parties (“Agreement”). YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TALENTSKY, (3) IF YOU ARE UNDER 18 YEARS OLD (OR UNDER THE AGE OF MAJORITY WHERE YOU LIVE), YOU HAVE REVIEWED THE AGREEMENT WITH YOUR PARENT OR LEGAL GUARDIAN AND THEY AGREE TO THE TERMS OF THIS AGREEMENT ON YOUR BEHALF AND TAKE FULL RESPONSIBILITY FOR YOUR COMPLIANCE WITH THE AGREEMENT, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY, OR, IF YOU HAVE NAMED AN ENTITY AS THE USER, YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND TO BIND THAT ENTITY TO THIS AGREEMENT.

1. THE WORKSHOPS FEATURE. Subject to your compliance with this Agreement, Talentsky provides a feature that (1) enables certain users (“Mentors”) to offer content for workshops (“Workshops”) via certain Third-Party Services on the Website; and (2) enables certain users to purchase from Talentsky a spot in such Workshops (“Attendees”; together with the Mentors, the “Workshops Participants”). For more information on who can offer and sign up for Workshops, please see our Workshops FAQs. All Workshops will be offered by Talentsky to users at a set price, subject to any promotions or discounts offered. You understand that any Content provided as part of a Workshop, including the description of a Workshop, Content provided during a Workshop, and any task assignment, is considered User Content or Your Content, and the provisions regarding User Content or Your Content in our Terms of Service apply, including the Sections titled “Your Access to the Services or Content of Others” and “Your Content.”

2. MENTOR AND ATTENDEE INTERACTIONS. When interacting with other Workshops Participants, you should exercise caution and common sense to protect your personal safety, just as you would when interacting with other persons whom you don’t know. As stated in our Terms of Service, you are solely responsible for your interactions with other Users and any such interactions related to the Workshops is at your own risk. NEITHER TALENTSKY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES, INCLUDING ANY MENTOR OR ATTENDEE. TALENTSKY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE CAUSED BY ANOTHER USER ARISING IN CONNECTION WITH YOUR USE OF THE WORKSHOPS.

NO SOLICITATION. Workshops may not be used to solicit for any other business, website, or services. You may not solicit, advertise for, or contact in any form Workshops Participants for employment, contracting, or any other purpose not related to the Services facilitated through the Workshops. You may not use the Workshops to collect contact information of Workshops Participants by electronic or other means without the express prior written consent of Talentsky.

4. RECORDINGS. You understand and agree that (a) Workshops and any associated group chat communications during Workshops may be recorded and made available to all Attendees and the Mentor(s) providing the Workshop on the Websites for a period of time, as indicated by the Workshops FAQs, and (b) such recordings may capture audio, video, and group chat interactions between Attendees and the Mentor(s) providing the Workshop as well as other personal information concerning such participants (“Recordings”). By using Workshops, you authorize Talentsky to capture and store Recordings, share such Recordings to Attendees and the Mentor(s) providing the Workshop, and view such Recordings to ensure compliance with our Agreement and Workshops FAQs. To accomplish this, you hereby grant Talentsky the right, on a perpetual and worldwide basis, to (i) store, provide, and otherwise use such Recordings for the applicable period; and (ii) use your name, image, voice, likeness, and biographical information as included in the Recordings. You will receive a notification (visual, audio or otherwise) when recording is enabled. If you do not consent to being recorded, you should not participate in the recorded Workshop. Please review our Privacy Policy to learn more about how we process your personal information, including any personal information associated with Recordings.

5. USING WORKSHOPS.
5.1. When using the Workshops as either a Mentor or Attendee, you agree to comply with our Code of Conduct.
5.2. You understand and agree that pursuant to Section 1 of these Workshops Terms, Talentsky is not responsible for the Content related to the Workshops, including any Content presented by Mentors or any Content provided by Attendees in the form of feedback for a Workshop. Notwithstanding the foregoing, if you have a complaint or dispute, you understand and agree that Talentsky has the sole discretion in resolving such complaints or disputes, including with respect to issuing refunds. For additional details, please see the Workshops FAQs.
5.3. You have read, understood, and agree to comply with the Workshops FAQs, which include details on which skills Mentors can teach, which Workshops Attendees are able to register for, how disruptions are handled, scheduling the Workshops (including advanced scheduling and cancellations), Recordings, attendance policies, payments, and how Talentsky resolves disputes.
5.4. As a Mentor, you further agree that:
(a) You are responsible for the Content, including the accuracy and completeness thereof, of the Workshop description and any Content offered in the Workshop.
(b) You are responsible for choosing the appropriate settings for your Workshop when you create it, including whether your Workshop is public; and
(c) Special features and settings may be available to Mentors with verified organization badges. For further details, please refer to the Workshops FAQs.

5.5. As an Attendee, you further agree that:
(a) Your ability to register for a Workshop is dependent on factors established by Talentsky such as your aggregate skill rating and your badge. Accordingly, there may be Workshops that you cannot attend. For more details on this please see the Workshops FAQs;
(b) You are responsible for reading the full description of a Workshop before making a purchase;
(c) You are responsible for completing Workshop task assignments associated with a Workshop you attended;
(d) You are responsible for posting a Workshop achievement, including tagging relevant people, to receive feedback and skill ratings; and
(e) When you purchase a spot at a Workshop, you are entering into a legally binding contract with Talentsky for such spot.

6. SUBVERTING THE PLATFORM. It is a material breach of this Agreement to arrange for the organization of meetings similar to the Workshops outside the context of the Workshops for the purposes of circumventing the obligation to pay for and reserve Workshops through the Services.

INDEPENDENT CONTRACTOR. If you are a Mentor, you understand and agree that your relationship with Talentsky is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship between you and Talentsky. Mentors are not authorized to make any representation, contract, or commitment on behalf of Talentsky, and Mentors will not be entitled to any of the benefits that Talentsky may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits.

WORKSHOP PAYMENTS.
8.1. Additional Information. Talentsky reserves the right, but has no obligation, to request additional information from Attendees or Mentors to verify your identity in order to address laws and regulations governing payments, safeguard the integrity of the Services, and reduce the risk of fraud, money laundering, terrorist financing, and the violation of trade sanctions. Information that Talentsky may request, or seek to confirm, may include your full legal name, mailing address, phone number, date of birth, taxpayer identification number (e.g. Social Security Number), bank account information, and a form of government-issued identification.
8.2. Attendee Payments. Attendees and Mentors agree and understand that the Attendee price for Workshops is set by Talentsky, subject to any settings available to enterprise users and promotions or other discounts available. Attendee is obligated to and agrees to pay the amount shown at the time a Workshop reservation is made. By making a Workshop reservation, you authorize Talentsky (or its Payment Processor) to charge your eligible Payment Method (e.g., credit or debit card) the full amount due for attending the Workshop in addition to any fees or taxes listed. Attendee is responsible for all charges incurred under his or her User account, whether made by Attendee or another person using Attendee’s account.
8.3 Mentor Payouts. Mentor must have or create an account with PayPal (www.paypal.com) in order to receive payouts from Talentsky, and must provide applicable PayPal account information to Talentsky. Talentsky reserves the right to modify payout functionality, including requirements relating to the use of payout partners such as PayPal, at its sole discretion. Talentsky also reserves the right to refuse to permit any User from using the Workshop features as a Mentor if Talentsky is unable to verify Mentor’s PayPal account information or is otherwise unable to complete payments to Mentor. Except as otherwise expressly set forth herein, Talentsky will pay Mentors a percentage of all amounts actually paid to and received by Talentsky from Attendees for Workshops completed by Mentor in accordance with, and in the timeframe indicated in, the Workshops FAQs and this Agreement, subject to any refunds, or other restrictions as set forth herein. Mentor agrees that Talentsky reserves the right to delay payments to Mentor when Talentsky deems it is necessary at its sole discretion, including as necessary to comply with law or mitigate fraud or abuse of the Workshop features or the Services.

If payment is made to Mentor in error, or if Mentor receives payments that Mentor is not otherwise entitled to receive at the time of disbursement, Talentsky has the right to recoup such amounts from Mentor, including without limitation by initiating a debit or charge to Mentor’s PayPal account or any other account provided by Mentor in connection with the use of the Workshop features or the Services generally. Talentsky may also offset against any amount due and paid out to Mentor pursuant to this provision against any sums due, or reasonably likely to become due, to Talentsky pursuant to this Agreement.

PayPal will determine if it is obligated to file a 1099-K form in connection with payments made to Mentor and will send Mentor a 1099-K through Mentor’s PayPal account in accordance with PayPal policies and procedures. Talentsky may collect and share information relating to Mentor’s US tax status and related required documents on behalf of PayPal as needed for PayPal to generate 1099-K documentation in connection with Talentsky payments to Mentor.

8.4 Refunds and Cancellations. Payment is due at the time that a Workshop reservation is made. Registered Attendees may cancel a Workshop reservation at any time up to the scheduled start time of a particular Workshop and will receive a full refund of the reservation amount. Refunds are generally paid within 10 days of cancellation and refund request. Refunds will be made to the Payment Method on file in your User account that was used for the initial payment. If Talentsky is unable to make the refund payment to such Payment Method, you agree to provide Talentsky with any additional information requested in order for Talentsky to complete the refund payment to you and understand that if you do not provide requested information, Talentsky may not be able to complete your refund payment. You authorize Talentsky to initiate credits to your applicable Payment Method in connection with such refunds. Without limiting the foregoing, Talentsky may also, in its sole discretion, refund Attendees in the event that Attendee has paid for a Workshop that the Mentor does not complete or does not complete in accordance with the Workshops FAQs, and this Agreement. Such requests for refunds must be reported by Attendee to Talentsky within 24 hours of the Workshop at issue. Talentsky has no obligation to provide refunds or credits to Attendees in any other circumstances (including, without limitation, if the Attendee fails to attend the Workshop), but may grant them in extenuating circumstances, or to correct any errors, in each case in Talentsky’s sole discretion. For avoidance of doubt, the calculation of the amount owed by Talentsky to Mentor as set forth in Section 8.3, above, does not include any amounts refunded to Attendees.

8.5 Taxes. The amounts paid under this Agreement do not include any Sales Tax that may be due in connection with the provision of Workshops under this Agreement. If Talentsky determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, Talentsky shall collect such Sales Tax in addition to the amounts required under this Agreement. If any aspect of the Workshop feature, or related payments, under the Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Talentsky, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Talentsky for any liability or expense Talentsky may incur in connection with such Sales Taxes. Upon Talentsky’s request, you will provide it with official receipts issued by the appropriate taxing authority, or such other evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

Contact Us

Except as otherwise set forth in this Agreement, you should direct any legal notice in connection with the Talentsky Websites and Services to:

Talentsky Inc.
Attention: Legal Department
4546 El Camino Real
Suite B10-316
Los Altos, CA 94022
Email: legal@talentsky.com