Terms and conditions

  1. This Agreement governs each user’s (“user” or “you” or “your”) access to and use of Talent Llama’s Software (as defined in Section 1) and website at https://www.talentllama.ai (the “Talent Llama Site”) (together, “Talent Llama Services”), as well as any Content. The Talent Llama Site is owned and provided by Talent Llama, LLC ("Talent Llama" or "we" or "us").
    • (a) Your access to and use of Talent Llama Services is conditioned on your acceptance of and compliance with this Agreement.
    • (b) You may use the Talent Llama Services only if you are 13 years old or older.
    • (c) By using Talent Llama Services, including registering with the Talent Llama Site, uploading or downloading Content, or otherwise actively using the Software, you agree to be bound by this Agreement.
    • (d) If there is a conflict between this Agreement and our Privacy Policy, then the Privacy Policy shall control.
    • (e) WAIVER OF JURY TRIAL. BY ACCEPTING THIS AGREEMENT, YOU AGREE TO AN ARBITRATION CLAUSE THAT REQUIRES ANY DISPUTES TO BE RESOLVED BY AN INDEPENDENT ARBITRATOR INSTEAD OF BY A JUDGE OR JURY. PLEASE READ THE ARBITRATION PROVISION AS IT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT.
  2. Definitions. As used in this Agreement, the following terms have the following meanings:
    • (a) “Licensee” or “You” means the individual or entity requesting access to and use of the Software and, if applicable, access to and participation in the Pilot Program, as well as your employer if your access to or use of the Software is within the scope of your employment, and you are authorized to bind your employer to this Agreement. If the individual user is not authorized to bind his or her employer, then the individual is the Licensee, and the employer is not authorized to use the Software. Licensee is also referred to as “you” or “your.”
    • (b) “Content” means any information, files or other materials uploaded, downloaded, transmitted or appearing on the Talent Llama Site.
    • (c) “Documentation” means any written documentation provided by Talent Llama to you about how to use the Software.
    • (d) “Software” means any hardware, software, code and any other materials, including, without limitation, all patches and fixes, provided by Talent Llama (including materials that you download and/or otherwise access in connection with this Agreement, whether downloaded to your local computer or accessed as a hosted service via the Site). “Pre-Release Software” means unfinished versions of the Software that have not been released by Talent Llama for general availability, while “Standard Software” means the current version of the Software that Talent Llama makes available to the general public.
    • (e) “Pilot Program” means an optional plan by which Licensee has limited access to and limited use of either the Pre-Release Software (for alpha, beta or other testing) or the Standard Software.
    • (f) “Third-Party Software” means any hardware, software, code and any other materials, including, without limitation, all patches and fixes and all related documentation, which are developed or distributed by third parties, whether or not the Third-Party Software is provided directly or indirectly by Talent Llama to Licensee.
  3. Access to Talent Llama Site.
  4. You are responsible for your use of the Talent Llama Site, for any Content you post to or distribute through the Talent Llama Site, and for any consequences thereof. You are responsible for the actions of each person who uses your account, whether or not you have expressly authorized that person to use your account. The Content you submit, post, or display may be viewed by other users of the Talent Llama Site and through third party services and websites. You should only upload, share or transmit Content that you have the right to upload, share or transmit, and that you are comfortable sharing with others under this Agreement. By uploading Content to the Talent Llama Site, you irrevocably grant us a perpetual, irrevocable, royalty-free, worldwide license to transmit, copy and use that Content, and create derivative works thereof, as we deem necessary and appropriate (“Content License”).
  5. You may use the Talent Llama Site only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.
  6. The Talent Llama Site is always evolving and the form and nature of the Talent Llama Site may change from time to time without prior notice. In addition, Talent Llama may stop (permanently or temporarily) providing the Talent Llama Site or any features within the Talent Llama Site to you or to other users without notice. Talent Llama also retains the right to place limits on use and storage at Talent Llama’s sole discretion at any time without prior notice.
  7. The Talent Llama Site may include advertisements, which may be targeted to the Content or information on the Talent Llama Site, queries made through the Talent Llama Site, or other information. The types and extent of advertising on the Talent Llama Site are subject to change. In consideration for granting you access to and use of the Talent Llama Site, you agree that Talent Llama and its partners and advertisers may place advertising on the Talent Llama Site or in connection with the display of Content or information from the Talent Llama Site submitted by you or others.
  8. Privacy.
  9. Any personally-identifiable information and other Content that identifies you (“Personal Data”) is subject to our Privacy Policy, which governs our collection and use of your Personal Data. California residents are also subject to the provisions entitled Your California Privacy Rights. You consent to the collection and use of Personal Data, including the transfer of Personal Data between you (wherever you may be) and us (which means each location from which we Provide our Talent Llama Site), including any transfer of Personal Data between countries, for storage, processing and use by Talent Llama and by others.
  10. As part of hosting the Talent Llama Site, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Talent Llama Site and your account, which you may not be able to opt-out from receiving so long as you use the Talent Llama Site.
  11. In order to use some features of the Talent Llama Site, you may need to “opt-in” to receiving text message or other communications from others. You agree to initiate text messages or other communications with others only after you have received their permission to do so or are otherwise permitted to do so under local, state, and Federal rules, laws, and ordinances. You further agree to stop sending text messages or other communications to others after receiving such a request.
  12. Passwords.
  13. If applicable, you are responsible for safeguarding the password that you use to access the Talent Llama Site and for any activities or actions under your password. We encourage you to use “strong” passwords (longer passwords that may use a combination of upper and lower case letters, numbers and symbols, or pass phrases) with your account. We may also change our password recommendations and requirements and other requirements for user credentials to reflect any changes in our security protocols. Talent Llama will not be liable for any loss or damage arising from any other person using your account.
  14. Content on the Talent Llama Site.
  15. If you see any Content on the Talent Llama Site that you consider offensive, or that you think may violate applicable laws or this Agreement of Service, please contact us at support@talentllama.com so that we may review it. While we have the right to delete or remove from public view any Content for any reason, we also reserve the right not to remove Content that some users consider offensive or in violation of the Terms of Service, but which we do not consider offensive or in violation of the Terms of Service.
  16. Your Rights.
  17. You retain ownership or other rights you may have to any Content you submit, post or display on or through the Talent Llama Site. By submitting, posting or displaying Content on or through the Talent Llama Site, you grant us the Content License, as stated above.
  18. You are responsible for your use of the Talent Llama Site, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and our third party partners. You understand that the Content you submit may be rebroadcast or distributed by us, by our partners, and by the recipients of your Content. If you do not have the right to submit Content for such use, it may subject you to liability. Talent Llama will not be responsible or liable for any transmission or use of your Content. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.
  19. Talent Llama's Rights.
  20. All rights, titles, and interests in and to the Talent Llama Site are and will remain the exclusive property of Talent Llama and its licensors (including other users). The Talent Llama Site is protected by copyright, trademark, and other laws of the United States and other countries around the world. Nothing in the Terms gives you a right to use the Talent Llama name or any of Talent Llama’s trademarks, logos, domain names, or other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Talent Llama or the Talent Llama Site is entirely voluntary and Talent Llama will be free to use your feedback, comments or suggestions as we see fit and without any obligation to you.
  21. Restrictions on Content and Use of the Talent Llama Site.
  22. We reserve the right at all times (but we do not have the obligation) to remove or refuse to distribute any Content on the Talent Llama Site and to, if applicable, terminate users and reclaim user names. We also reserve the right to access, read, preserve, and disclose any Content or other information for any reason in our sole discretion, including without limitation to satisfy any applicable law, regulation, legal process or governmental request, enforce the Terms, including investigation of potential violations hereof, detect, prevent, or otherwise address fraud, security or technical issues, respond to user support requests, or protect the rights, property or safety of Talent Llama, its users and the public.
  23. You may not do any of the following while accessing or using the Talent Llama Site:
    • access, tamper with, or use non-public areas of the Talent Llama Site, Talent Llama’s computer systems, or the technical delivery systems of the website’s systems;
    • probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
    • access or search or attempt to access or search the Talent Llama Site by any means (automated or otherwise) other than through our currently available interfaces published by Talent Llama (and only pursuant to those interfaces), unless you have been specifically allowed to do so in a separate written agreement signed by Talent Llama;
    • forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Talent Llama Site to send altered, deceptive or false source-identifying information;
    • interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Talent Llama Site, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Talent Llama Site.
  25. Intellectual Property Policy.
  26. Talent Llama respects the intellectual property rights of others and expects users of our Talent Llama Site to do the same. We will respond to notices of alleged copyright or other intellectual property infringement that comply with applicable law (including the Digital Millennium Copyright or “DMCA” at 17 U.S.C. §512) and are properly provided to us. If you would like the benefit of your legal protections under the DMCA, please review the DMCA to ensure your compliance.
  27. If you believe that your Content has been copied in a way that constitutes copyright infringement or the infringement of other intellectual property rights, please send us a written request to remove the allegedly-infringing Content (a “takedown notice”). Each takedown notice must be in English and include the following information:
    • Identification of the work claimed to have been infringed.
    • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled.
    • Information reasonably sufficient to permit us to locate the material (e.g., a detailed uniform resource locator or “URL”).
    • Your contact information, including your postal address, telephone number, and an email address.
    • A statement by you that you have a good faith belief that use of the Content or other material in the manner complained of is not authorized by the copyright owner or other owner, its agent, or the law.
    • A statement that the information in the notice is accurate, and, under penalty of perjury, that you are the copyright owner, or that you are authorized to act on behalf of the copyright owner or other owner.
    • A physical or electronic signature of the copyright owner, other owner, or a person authorized to act on their behalf.
  29. On our receipt of a takedown notice, we may publish the takedown notice to the general public, or provide a copy of the takedown notice to the user that uploaded or provided the Content accused to be infringing (“Accused Content”). Please note that you do not have any privacy rights in any takedown notice that you send us. For any takedown notice that is subject to the provisions of the DMCA, the original provider of the Accused Content may have the right to send a notice to us (called a “counter notice”) demanding that the Accused Content be restored to the Talent Llama Site.
  30. In compliance with the DMCA or other applicable law, we may implement any takedown notice by removing the Accused Content or other material from public view on the Talent Llama Site, and we may implement any counter notice by restoring the Accused Content or other material to public view on the Talent Llama Site. In either case, Talent Llama shall bear no liability to you or anyone else for the posting, removal or re-posting of any Accused Content.
  31. Independent of the DMCA and any other applicable laws or regulations, we reserve the right to remove any Accused Content without prior notice, at our sole discretion, and without liability to you or anyone else. In appropriate circumstances, Talent Llama will also terminate a registered user’s account if we determine the registered user to be a repeat infringer.
  32. Our designated copyright agent for sending takedown notices and counter notices is:
  33. Talent Llama, LLC
  34. Attn: Privacy
  35. 24 N. Bryn Mawr Ave, #103
  36. Bryn Mawr, PA 19010
  37. Email: support@talentllama.com
  38. The Talent Llama Site is Provided "As-Is" and "As Available".
  39. YOUR ACCESS TO AND USE OF THE SERVICES AND ANY CONTENT IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TALENT LLAMA, ITS PARTNERS AND THEIR LICENSORS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES AND THE CONTENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES OR ANY CONTENT THEREON. TALENT LLAMA SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, LOSS OF MONEY, LOSS OF BUSINESS OPPORTUNITY, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES, OR ANY CONTENT. YOU ALSO AGREE THAT TALENT LLAMA HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TALENT LLAMA, THROUGH THE SERVICES, OR OTHERWISE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.
  40. Links.
  41. The Talent Llama Site may contain links to or integration with third-party websites, software, or resources (“third party systems”). You acknowledge and agree that Talent Llama is not responsible or liable for the availability or accuracy of such third party systems, or the content, products, or services on or available from such third party systems. Links to such third party systems do not imply any endorsement of such third party systems or the content, products, or services available from such third party systems. You acknowledge sole responsibility for and assume all risk arising from your use of any such third party systems.
  42. License Grant to Software. If Licensee agrees to pay for it, then Licensor hereby grants to Licensee a non-exclusive, non-assignable, non-transferable, limited license to use the Software and related Documentation solely for the intended purposes of as set forth in the Documentation, according to the provisions contained herein and subject to payment of applicable license fees (“Standard License”). You are not permitted to lease, rent, distribute, sell, or sublicense the Software or any rights therein. You may not install the Software on a network server, use the Software in a time-sharing arrangement, or in any other unauthorized manner. Further, no license is granted to you in the human readable version of the Software (often called “source code”). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation.
  43. Limitations. You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Software.
  44. Pilot Program. If Licensee agrees to participate in the Pilot Program, then Talent Llama grants to Licensee a limited, terminable, non-exclusive, non-transferable, non-assignable license to use and evaluate (for a limited period of time) the Software solely for internal evaluation and trial purposes only and subject to the terms and conditions set forth in this Agreement, and conditioned on Licensee’s compliance with this Agreement (“Pilot License”). Licensee agrees to test the quality of the Software and to expeditiously report problems and anomalies, including all errors or bugs that Licensee might find in the Software or its interaction with other computer programs and hardware. Licensee agrees to prepare with Talent Llama a case study of Licensee’s use of the Software.
  45. Pre-Release Software. The provision of Pre-Release Software to Licensee (including delivery and schedule) is at Talent Llama’s sole discretion. Licensee acknowledges that (i) the Pre-Release Software has not been fully tested, (ii) the Pre-Release Software may have bugs, errors, or other defects, and (iii) the Pre-Release Software is risky and that among the risks are incorrect computational results, incorrect Pilot Program behavior, and corruption of data. As a material inducement to Licensor’s entering into this Agreement, Licensee agrees, represents and warrants that Licensee will not rely solely on the Pre-Release Software, or any data or results generated from the use of the Pre-Release Software, in any of Licensee’s business, commercial or industrial operations. Use of Pre-Release Software is solely at Licensee’s risk, without warranty from Talent Llama. Talent Llama is under no obligation to (i) release any Pre-release Software as a Standard Software or as part of any Standard Software, (ii) update or support Licensee’s use of the Pre-Release Software, or (iii) continue to allow Licensee access to any Pre-Release Software.
  46. Title. Licensee acknowledges and agrees that (i) the Software is owned by Licensor and/or its licensors and are protected by applicable copyright and other intellectual property laws and international treaty provisions; and (ii) all right, title, and interest in and to the Software, including associated intellectual property rights, are and shall remain with Licensor and/or its licensors or suppliers. All rights not expressly granted to Licensee in this Agreement are reserved to Licensor. Without limiting the foregoing, Licensor retains all rights and remedies afforded it under patent, copyright, trade secret, trademark, and other laws of the United States and the states thereof, or any applicable foreign countries, including without limitation any laws designed to protect proprietary or confidential information. Further, and without limiting the foregoing, no license or any right of any kind (whether by express license, implied license, the doctrine of exhaustion, or otherwise) is granted under any Licensor patents (whether identified herein or not) or other intellectual or industrial property right of Licensor with respect to any other technology of Licensor or any other technology of any third party, including without limitation, the right to use any such technology.
  47. Restrictions.
    • (a) Licensee agrees not to modify or attempt to decipher, decompile, disassemble, or reverse engineer any Software or Licensor’s Confidential Information, which includes without limitation attempting to translate or discover the source code of any Software.
    • (b) Any license received by Licensee is for Licensee’s own internal use only. Each license is non-transferable, and Licensee may not distribute or otherwise provide any Software to any third party. Licensee may not distribute or transfer any applications it creates with the Software without prior written approval of Licensor.
    • (c) Licensee may not: (i) reverse engineer, decompile, or disassemble the Software or any Software (except to the extent such foregoing restriction is expressly prohibited by applicable law); (ii) use the Software to gain access to unencrypted data in a manner that defeats the digital content protection provided in the Software; (iii) sub-license, lease, rent or make available the Software to third parties; (iv) use, or allow access to, the Software as or for a software-as-a-service (“SaaS”), cloud-based service, service bureau, on any timesharing basis, for consulting, or for any other use by or on behalf of third parties; (iv) distribute in whole or part, modify, or create derivative works, modifications, or new versions of the Software; or (v) directly or indirectly, export, re-export, download, or ship the Software in violation of the laws and regulations of the United States or the laws and regulations of the applicable jurisdiction in which Licensee uses Software.
  48. Feedback. Any feedback disclosed by Licensee to Licensor, including but not limited to any changes or suggested changes to Licensor’s current or future Software and services (collectively “Feedback”) shall be received and treated by Talent Llama on a non-confidential and unrestricted basis without further compensation, notwithstanding any restrictive or proprietary legends of Licensee to the contrary. Licensee hereby grants Talent Llama a worldwide, royalty-free, fully-paid, non-exclusive, perpetual, and irrevocable license to (i) use, copy, and modify Feedback for any purpose, including but not limited to incorporation and/or implementation of such Feedback into current or future Software or services, and (ii) make, have made, use, sell, import, copy, reproduce, create derivative works of, display, market, sublicense and distribute Feedback as incorporated or embedded in any Software or service distributed or offered by Talent Llama, its affiliates or successors. Licensee agrees that it will not disclose to Talent Llama or cause Talent Llama to use any information or material that is confidential to Licensee or any third party.
  49. Confidential Information.
    • (a) As a result of Licensee’s access to and use of the Software, Licensee will have access to certain confidential information of Talent Llama (the “Confidential Information”). The term “Confidential Information” shall include all non-public information relating to the Software, whether generated by Licensee, or Licensor, or a third party, including but not limited to (i) the Software and the functionality contained therein, (ii) Software release and testing plans and schedules, (iii) the test results, (iv) the Feedback, including comments and other materials posted by Talent Llama, and (v) any notes, extracts, analyses or materials prepared by Licensee in the process of evaluating any version of the Software. Licensee’s access and use of the Confidential Information shall be subject to the confidentiality provisions of this Agreement.
    • (b) Without limiting the generality of the foregoing, Licensee acknowledges that all versions of the Software, the test results and Feedback contain and constitute commercially valuable, proprietary trade secrets and Confidential Information of Licensor, the development of which involved the expenditure of substantial time and money and the use of skilled development experts. Licensee acknowledges that the Confidential Information is disclosed to it on a confidential basis to be used only as expressly permitted by the terms and conditions of this Agreement, and that during the term of this Agreement and thereafter for seven years, Licensee shall not, without the prior written consent of Licensor, disclose, transfer, use or release any Confidential Information, in whole or in part, alone or in combination with any other information, to any individual or entity, except as expressly permitted by this Agreement.
    • (c) If Licensee reproduces Confidential Information in any tangible medium, Licensee shall mark the same as “TALENT LLAMA CONFIDENTIAL.”
    • (d) Licensee shall protect the Confidential Information with security precautions, at least as great as the precautions it takes to safeguard its own confidential information, and in any event with at least a reasonable standard of care, to prevent disclosure of the Confidential Information. Licensee agrees that Licensor is a third-party beneficiary of any confidentiality obligations owed by third parties to the Licensee.
    • (e) Licensee shall ensure that all “TALENT LLAMA CONFIDENTIAL” and other proprietary markings on documents, diskettes, or embedded in software files are not deleted or obscured in the process of copying.
    • (f) Licensee shall notify Licensor immediately upon discovery of any unauthorized use or disclosure of Confidential Information and will cooperate with Licensor in every reasonable way to help Licensor regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.
    • (g) Licensee shall return or delete all originals, copies, reproductions, and summaries of Confidential Information, as well as all Software, at Licensor’s request.
    • (h) Licensee agrees that Licensor will suffer substantial and irreparable harm, for which there is no adequate remedy at law, in the event Licensee breaches any of the confidentiality provisions of this Agreement. Therefore, in the event of any such breach or threatened breach, Licensee agrees that Licensor shall be entitled, without waiving any additional rights or remedies available to Licensor at law, in equity, or by statute, to seek immediate injunctive relief without posting of bond in any court of competent jurisdiction or in arbitration pursuant to the provisions of this Agreement.
  50. Disclaimer of Warranties.
    • (a) Licensor does not represent or warrant that the Software or participation will meet Licensee’s requirements, or that the use or operation thereof will be uninterrupted or error-free.
    • (b) During the term of this Agreement, Licensor's sole liability for any failure of the Software to process data as stated in the shall be, in Licensor's sole discretion (i) to replace your defective media or Software, or (ii) to advise you how to achieve substantially the same functionality with the Software as described in any Documentation through a procedure different from that set forth in any Documentation, or (iii) if the above remedies are impracticable, to refund the license fees you paid for the Software that fails to process data as stated in the Documentation.
    • (c) If the Software is subjected to accident, abuse, or improper use, or if you violate the terms of this Agreement, then this Agreement and all licenses herein immediately terminate and be void.
    • (d) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.
    • (e) THE PRE-RELEASE SOFTWARE AND THE PILOT PROGRAM ARE PROVIDED “AS AVAILABLE” AND "AS IS WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND. TALENT LLAMA DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE PRE-RELEASE SOFTWARE OR PARTICIPATION IN THE PILOT PROGRAM IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. TALENT LLAMA DOES NOT WARRANT THAT THE OPERATION OF THE PRE-RELEASE SOFTWARE OR PARTICIPATION IN THE PILOT PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRE-RELEASE SOFTWARE, THE PILOT PROGRAM AND LICENSEE’S PARTICIPATION IN THE PILOT PROGRAM. TALENT LLAMA HAS NO OBLIGATION WHATSOEVER TO UPDATE OR SUPPORT THE PRE-RELEASE SOFTWARE OR THE PILOT PROGRAM.
  51. Limitation of Liability.
    • (a) AS RELATED TO SOFTWARE: LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE OR ANY OTHER INDIVIDUAL OR ENTITY CONNECTED WITH LICENSEE FOR ANY CLAIM, LOSS, OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT OR ARISING OUT OF OR IN CONNECTION WITH (I) THE DEFICIENCY OR INADEQUACY OF THE SOFTWARE FOR ANY PURPOSE, WHETHER OR NOT KNOWN OR DISCLOSED TO LICENSEE; (II) THE USE OR PERFORMANCE OF THE SOFTWARE OR ANY FILES, DATA, OR COMPUTER SYSTEMS RELATED THERETO OR USED IN CONNECTION THEREWITH; (III) ANY INTERRUPTION OR LOSS OF SERVICE OR USE OF THE SOFTWARE AND/OR THE TESTING PROGRAM, OR ANY FILES, DATA, OR OTHER COMPUTER SYSTEMS; (IV) ANY SOFTWARE FAILURE; (V) THE TESTING PROGRAM OR ANY PARTICIPATION IN THE TESTING PROGRAM; OR (VI) ANY LOSS OF PROFITS, SALES, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE OF ANY KIND OR NATURE RESULTING FROM THE FOREGOING EVEN IF TALENT LLAMA OR ITS LICENSORS, DISTRIBUTORS, OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • (b) AS RELATED TO THE TALENT LLAMA SITE: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TALENT LLAMA, ITS PARTNERS, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOSS OF PROFITS, DATA, USE, GOOD WILL, OR OTHER LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE TALENT LLAMA SITE; (ii) ANY CONTENT OBTAINED FROM THE TALENT LLAMA SITE; AND (iii) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT TALENT LLAMA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
    • (c) Licensee acknowledges that but for the disclaimer and limitations provisions of this Agreement, Licensor would not make the Software or Services available to Licensee or other users. Because some states and jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. If the foregoing limitation of liability is not enforceable because the Software and/or Licensee’s participation in the Testing Program are determined by an arbitration panel or a court of competent jurisdiction in a final, non-appealable judgment to be defective and to have directly caused bodily injury, death, or property damage, in no event shall Talent Llama’s liability exceed the greater of USD $50,000 or the license fee paid for the Software.
    • (d) Licensee’s liability to Talent Llama for any breach of this Agreement shall not exceed USD $2,000,000.
  52. Indemnification. Licensee agrees to defend, indemnify, and hold harmless Licensor, its suppliers and its resellers from and against all liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys' fees) arising from any claims that allegedly result from or relate to your use, reproduction, or distribution of the Software, or your breach of any representation, warranty, or obligation under this Agreement. Licensor shall indemnify and defend, or at its option, settle, any claim, suit, or proceeding brought against you by a third party that alleges in a court located in the United States that the Software or Documentation infringes upon any patent or copyright, or misappropriates any trademark or trade secret rights of any third party (“IP Claims”), provided you promptly notify Licensor in writing of any IP Claim. Licensor will have sole control over the defense or settlement of any IP Claim with counsel chosen by Licensor. Following notice of an IP Claim, Licensor will, at Licensor's sole option, either procure for you the right to continue to use the Software and Documentation, replace or modify the Software and Documentation so that they become non-infringing, or terminate this Agreement and refund the fees you paid for the accused Software. Licensor shall have no liability or any obligation to you regarding any IP Claim based on any modification or misuse of the Software or Documentation by you or at your direction, or by any third party, or your combination of the Software or Documentation with any Third-Party Software or any non-Licensor programs, data, software, hardware, or other materials, if such IP Claim would have been avoided by the exclusive use of the Software and Documentation alone. THE FOREGOING STATES THE EXCLUSIVE REMEDY OF LICENSOR WITH RESPECT TO ANY IP CLAIM.
  53. Term and Termination.
    • (a) The term of this Agreement shall begin on the Effective Date, which in the case of online registration is the date that Licensee first submits its information to Talent Llama.
    • (b) Any Pilot Program and Pilot License shall terminate the sooner of thirty (30) calendar days from the date Licensor first makes the Software available to Licensee, or for such other period stated by Talent Llama to Licensee.
    • (c) Any Standard License shall begin the later of the Effective Date or the Start Date provided by Talent Llama to Licensee, and shall continue until either party gives no less than thirty (30) days prior written notice to the other party effective at the end of a term then in effect (e.g., a monthly term or an annual term). Any failure by Licensee to pay fees when due at the beginning of a term shall be treated as an immediate termination of this Agreement by Licensee.
    • (d) Talent Llama reserves the right in its sole discretion to terminate or suspend Licensee’s access to the Pilot Program and/or terminate Licensee’s license to the Software at any time with or without notice or cause. Licensee may terminate this Agreement at any time by immediately ceasing all use of the Software, deleting and destroying any copies of the Software on Licensee’s servers and all copies thereof, and returning all related Documentation to Talent Llama. Further, this Agreement shall automatically terminate upon any failure by Licensee to comply with its terms.
    • (e) LICENSEE ACKNOWLEDGES AND AGREES THAT THE SOFTWARE MAY BE DEACTIVATED OR RENDERED UNUSABLE WITH OR WITHOUT WARNING. UPON SUCH DEACTIVATION, THIS AGREEMENT WILL BE CONSIDERED TERMINATED.
    • (f) Upon expiration or termination of this Agreement, the license granted to Licensee in this Agreement will immediately terminate along with the other terms of this Agreement; however, Sections 6-22 shall survive any termination or expiration of this Agreement.
  54. Government Restricted Use. If you are an agency, department, or other entity of the United States (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Pre Software, or any related documentation of any kind, including technical data or manuals, is restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. The Software includes commercial computer software, and the related documentation is commercial computer software documentation. The use of the Software and related documentation is further restricted in accordance with the terms of this Agreement, or any modification hereto. The Contractor/Manufacturer is Talent Llama, LLC, 24 N Bryn Mawr Avenue, #103, Bryn Mawr PA 19010.
  55. Choice of Law; No Other Agreements.
    • (a) THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, EXCLUSIVE OF ANY PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, AND WITHOUT REGARD TO PRINCIPLES OR PROVISIONS OF CONFLICTS OF LAW, AND, IN COMBINATION WITH THE TERMS OF USE OF THE SOFTWARE, AND THE LICENSE AGREEMENTS, IF ANY, INCLUDED WITH THE SOFTWARE, CONSTITUTES THE COMPLETE AGREEMENT BETWEEN LICENSEE AND TALENT LLAMA.
    • (b) This Agreement, our Privacy Policy and, where applicable, Your California Privacy Rights, are the entire and exclusive agreement between Talent Llama and you regarding the Talent Llama Services, and these Terms supersede and replace any prior agreements between Talent Llama and you regarding the Talent Llama Site.
    • We may revise this Agreement from time to time as it pertains to the Talent Llama Site and post the revised version of this Agreement on the Talent Llama Site. If the revision, in our sole discretion, is material we may notify you via an e-mail to the email address associated with your account. By continuing to access or use the Talent Llama Site after those revisions become effective, you agree to be bound by the revised Terms.
    • If you have any questions about these Terms, please contact Talent Llama at:
    • Talent Llama, LLC
    • Attn: Privacy
    • 24 N. Bryn Mawr Ave, #103
    • Bryn Mawr, PA 19010
    • Email: support@talentllama.com
    • (c) Except as expressly stated in this Agreement, any dispute between the parties shall be determined by one arbitrator in binding arbitration administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules. If the Licensee’s principal office or residence is located within twenty miles of the current principal office of Talent Llama, all in-person hearings shall be conducted within twenty-miles of Talent Llama’s principal office; otherwise, all hearings will be conducted by audio conference or video conference. The arbitrator shall have sole authority over the arbitrability of any claim, and shall be authorized to grant injunctive and other equitable relief. The arbitrator’s award shall be final and binding on the parties, and may be entered and enforced in any court of competent jurisdiction.
    • (d) Licensee may not assign or subcontract any of its rights under this Agreement without the prior written permission of Talent Llama. Talent Llama may assign or subcontract its rights under this Agreement effective on written notice sent to Licensee.
  56. No Waiver; Remedies. No delay or omission by either party to exercise any right or power occurring upon any breach or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. Unless expressly stated otherwise in this Agreement, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.
  57. Export. Licensee agrees that the Software will not be downloaded, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act, as amended from time to time (the "Act"), or any other export laws, restrictions, or regulations. Licensee represents and warrants that it is not located in or under the control of any country (including without limitation Cuba, Iran, North Korea, Sudan or Syria) to which the Act then prohibits the exportation of the Software.
  58. Relationship of Parties. Notwithstanding any provision hereof, for all purposes of this Agreement each party (i) shall be and act as an independent contractor and not as partner, joint venture, agent, employee or employer of the other and (ii) shall not bind nor attempt to bind the other party to any contract or other obligation.
  59. Severability. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, the remaining provisions of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties. The parties further agree to replace any such invalid or unenforceable provisions with valid and enforceable provisions designed to achieve, to the extent possible, the business purposes and intent of such invalid and unenforceable provisions.
  60. Section Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.
  61. Patent and Trademark Notices. Talent Llama owns patents and trademarks on its Software. Please refer to the Talent Llama Site for current information about Talent Llama’s patents and trademarks.
  62. Revision History. Date of this revision: January 24, 2024. No prior revisions.

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