Terms of use

Last Modified: September 26th, 2018

Acceptance of the Terms of use

Welcome to the website of Talentnook Inc. (“Company“, “we” or “us“). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use“), govern your access to and use of www.talentnook.com (the “Website“), including any content, functionality and services offered on or through the Website (the “Services“), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website and/or any of the Services. By using the Website or any Services, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, our Safety Policy found here, our Privacy Policy found here, and our Copyright Policy found here, as well as all other policies referenced herein or in the other policies, all of which are incorporated herein by reference. If you do not want to agree to these Terms of Use or the other policies, you must not access or use the Website or any of the Services.

If you are a Talentmaster, you will be subject to additional terms and conditions as contained in your Talentmaster User Agreement as well as any other documents referenced therein. You are required to accept and sign your Talentmaster User Agreement as well as these Terms of Use before you may be eligible to register as a Talentmaster on the Website and provide any services to any users through us.

Changes to the Terms of use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website and the Services thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website. We also will not apply any pricing changes retrospectively or for the duration that you may have already prepaid for any of the Services.

Your continued use of the Website or any Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Website or use any Services so you are aware of any changes, as they are binding on you.

Eligibility

This Website and the Services are offered and available to users who are 13 years of age or older, reside in the United States or any of its territories or possessions and, if you are under the age of majority, you have the prior consent of your parent or legal guardian to access and use the Website and the Services. By using this Website or any Services, you represent and warrant that you meet all of the foregoing eligibility requirements and have the legal capacity to accept these Terms of Use and abide by them. If you do not meet all of these requirements or do not have such capacity, you must not access or use the Website or any Services.

Our services

We are an online social marketplace for students, parents (including hosts) and teachers or instructors (aka Talentmasters) to identify, use and host various student related activities at various host locations to be conducted by Talentmasters. We are building the world’s first neighborhood learning network exclusively for children. Our mantra is to create a network for parents and teachers that is trusted, convenient and where you get the best value for your money. We aim to create a trusted learning network in your neighborhoods and connect you to local teachers and parents who are interested in hosting lessons at their homes. Talentnook lessons will be held right in your or your neighbor’s home. We facilitate learning. Our services should not be used for hiring someone to take tests, complete assignments for you or anything related to academic or professional dishonesty.

You acknowledge and agree that the Services are separate and distinct from those provided by Talentmasters, hosts or any other users of the Website. We simply facilitate the connection between our users, including parents, hosts and Talentmasters, and any services they provide and any activities that they conduct are entirely undertaken at the sole risk of such users.

We urge all users of the Services, including parents and legal guardians, to be responsible and careful about their use of the Services, any transactions entered into and any activities conducted as a result of the Services and any interactions between our various users.

Our users

You will be considered a user of the Website if you access to or use any of the publicly available features on the Website. To access certain ‘members only’ areas you will be required to register on the Website as set out below At the time of such registration, you also will be required to specify if you are registering as a parent or a Talentmaster. You can add students after you register as a parent. You can indicate your interest to become a host after you register as a parent or a Talentmaster.

1. Parents

Talentnook provides a platform for parents to connect with their neighbors who may be looking for similar extracurricular learning activities for their children. The Talentnook platform will manage all the logistics from finding the right teachers (aka Talentmasters) to their review and rating, enrollment, scheduling, communication, payment and performance management.

1. Talentmasters

Talentnook will provide the tool for teachers to connect with prospective parents and students and manage all the logistics related to enrollment, scheduling, communication, payment and student management.

We do not endorse, hire or employ any Talentmasters (although we require Talentmasters to sign user agreements with us before they are eligible to be registered as Talentmasters) nor are we responsible or liable for the actions, inactions or interactions of our users and Talentmasters, although we will take commercially reasonable steps in conformance with our Safety Policy to address any safety or other issues that may occur from these interactions that you report us or we learn on our own.

All Talentmasters are independent contractors and not our employees or agents. As such, we are not in a position to, nor do we, endorse, direct or control the Talentmasters, the manner or method of service to you, exercise no control over your interactions or relationship with these providers, and do not warrant your safety or the service of any service provider.

1. Students

We encourage all students age 13 and above to utilize Talentnook to hire Talentmasters for their neighborhood lessons. Students who are minor must have parental or legal guardian consent at all times and must be supervised by a responsible adult. Talentnook does not provide facilities or mechanism for student supervision. It is solely the responsibility of the concerned parent or legal guardian to arrange such supervision in consultation with the Talentmaster and host.

1. Hosts

Any parent or a Talentmaster may become a host by agreeing to ‘host’ or conduct Talentnook lessons at their homes through one or more Talentmasters or self-hosting as a Talentmaster. Hosts will be required to provide a physical space that is large enough for the number of students enrolled in the related lessons. The space must be safe and kept clean and organized at all times during its use for any Talentnook activities, including ensuring compliance with local ordinances as well as free of any food or other allergies. The host environment should be conducive to learning. Hosts must remain present on the premises during the entire time that the Talentmaster and/or students are on premises. A host may designate a responsible adult, in addition to the Talentmaster, to substitute for the host during the lessons for supervision purposes only. A responsible adult may be a host who is not the Talentmaster, parent of one of the enrolled students, or a parent of a minor Talentmaster provided that such parent is in position to supervise other students as well. The host shall not offer any food to the students without prior written permission of their parents or legal guardian and, if such permission is obtained, the host will follow any specific food restrictions or allergies mentioned therein.

We do not endorse, hire or employ any hosts nor are we responsible or liable for their actions, inactions or interactions with our users or Talentmasters, although we will take commercially reasonable steps in conformance with our Safety Policy to address any safety or other issues that may occur from these interactions that you report us or we learn on our own.

We are not in a position to, nor do we, endorse, direct or control the hosts, the manner or method of how they host you, exercise no control over your interactions or relationship with them, and do not warrant that the facilities of any host are safe and secure.

Lesson scheduling, fees and payment terms

Lesson content, guidelines, scheduling and policies are determined solely by Talentmasters and must be agreed upon or accepted by parents and/or students prior to enrollment. Lesson cancellations done within 24 hours prior to the scheduled lesson time will be charged the applicable lesson fee unless waived by the concerned Talentmaster. Any Talentmaster specific cancellation policy that is provided to parents/students will override these cancellation terms for the specific lessons for which it applies.

Talentnook membership is free for all visitors and general users. Also, it is completely free to use for students and parents members. Talentmasters pay a service fee for each lesson payment received from the enrolled students as per the table below. Lesson pricing will be as set by Talentmasters or agreed between Talentmasters and parents/students.

Talentnook requires all payments to be processed through its secure third party payment gateway. All payment scheduling, rescheduling and payment disputes must, however, be managed directly with the respective Talentmaster. If a payment dispute cannot be resolved with the concerned Talentmaster, please promptly notify Talentnook at info@talentnook.com so that we may address your concerns within a reasonable period.

We encourage Talentmasters to provide free or discounted trial lessons. We also encourage Talentmasters to provide group discounts. Any group discounts offered will be visible on the Talentmaster’s profile or the Talentnook page. Typically, suggested discounts (at Talentmaster’s discretion) are as follows:

If Talentnook’s are hosted in a student’s home, we will automatically apply the following discounts to the host and Talentmaster billing statements based on the number of students enrolled:

Accessing the website and account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain sign up details or other information, including your first and last name, residence address, phone number, email address and date of birth. We also may require that you complete successful background checks or other security protocols that we implement from time to time, particularly if you plan to register as a Talentmaster and/or host. Regardless that we may have run background checks on any users, we strongly encourage you to do your own due diligence before contacting other users, particularly when choosing to set up any Talentnook lessons through our website or otherwise in reliance on any user profiles or other information obtained on or through our website.

It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to sign up with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your login credentials or other security information. You agree to notify us immediately of any unauthorized access to or use of your login credentials or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any login credentials, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual property rights

The Website and its entire contents, features and functionality (including but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: info@talentnook.com.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the site is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Company name, the Company logo, the term Talentmaster, the term Neighborhood Learning Corners and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Prohibited uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation, which is strictly prohibited.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Website.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

User contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, private messaging, job boards, photo and video albums and other interactive features (collectively, “Interactive Services“) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post“) content or materials (collectively, “User Contributions“) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.

Monitoring and enforcement; termination

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright infringement

If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

Reliance on information posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information about you and your visits to the website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the website and social media features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Website.
• Send e-mails or other communications with certain content, or links to certain content, on this Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
• Link to any part of the Website other than the homepage.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Non-circumvention

During the time you are a user and for a period of one year thereafter, you shall not, directly or indirectly, circumvent, initiate, solicit, negotiate, contract or enter into any business transactions with any users of our website or who you may have been introduced through any of our Services. If you breach this provision, you agree to re-compensate us for the amount of commissions or other fees we would have otherwise earned but for your breach. Such re-compensation shall not, however, exceed any statutory limits imposed under applicable laws.

Geographic restrictions

The owner of the Website is based in the State of California in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Governing law and jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City of Dublin and County of Alameda although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on time to file claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire agreement

The Terms of Use, the Safety Policy, the Privacy Policy and all other policies referenced or incorporated herein or in such other policies constitute the sole and entire agreement between you and Talentnook Inc. with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your comments and concerns

This website is operated by Talentnook Inc. located in Dublin, CA 94568.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set forth therein.

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: info@talentnook.com.

Thank you for visiting the Website.