Terms and Conditions

Terms and Conditions

This document sets out the Terms and Conditions on which TalentAvora, Inc., a corporation incorporated in the State of Delaware, United States ("TalentAvora"), provides customers with access to recruitment and human resources management services through the talentavora.com website ("Website").

You acknowledge and agree that by signing up online to use the Services, or by executing an Order Form, on behalf of a nominated company or organisation ("Customer"), you agree that the company or organisation will be bound by these terms. You represent and warrant that you have full capacity and authority to enter into this Agreement on behalf of the Customer. TalentAvora and Customer are each a “Party” and together the “Parties”.

1. The Services

   1. TalentAvora provides the Customer with access to TalentAvora’s Software as a Service (“SaaS”) platform for recruitment and human resources management. The SaaS platform includes tools to manage Customer’s hiring process, employee onboarding and management, and storage of Customer's recruitment and employment data (“Services”).
   2. TalentAvora provides the Services on a subscription basis, as specified in the applicable Order Form or the Website and subject to the terms and conditions of this Agreement. The start of the Customer’s Subscription Term is the date the Customer registers online to use the Services and accepts this Agreement or the date of execution of an Order Form or such date as defined in the Order Form (“Effective Date”). Customer may purchase additional Services during its Subscription Term, by executing a new Order Form or purchasing them on the Website.
   3. TalentAvora may also provide Customer with Professional Services for an additional charge. Professional Services will be agreed upon in a Statement of Work or Order Form, as the case may be.
   4. TalentAvora’s obligations are limited only to the provision of the Services and do not in any way include acting on the Customer’s behalf. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Customer and TalentAvora, or appoint either Party as the agent of the other.
   5. TalentAvora may from time to time add, modify, suspend or cease (temporarily or permanently) any element of the Services. Where feasible, TalentAvora will inform the Customer accordingly in advance through the Website, platform notifications, or other reasonable means.
   6. TalentAvora will make commercially reasonable efforts to make the Services available on a seven (7) day per week, twenty-four (24) hour per day basis, excluding scheduled maintenance, unavailability beyond TalentAvora's reasonable control, and any permitted suspensions. TalentAvora will provide reasonable notice to Customer at least 24 hours in advance for scheduled downtime, where feasible. Service availability and related performance commitments are further described in the applicable TalentAvora SLA.

2. Trial

   1. Access to the Website and the Services may be granted to the Customer on a trial or ‘free’ basis (“Trial”) for a period of up to 15 days. The Customer acknowledges and agrees that during the Trial, in addition to all other terms, this section applies.
   2. Access to the Services during the Trial will be provided at no cost to the Customer.
   3. The functionality of the Services during a Trial may be limited or restricted.
   4. Any Services provided by TalentAvora during a Trial shall be considered “as-is”, and TalentAvora has no liability of any type, nor any indemnification obligations, for any harm or damage arising out of or in connection with any free Services.
   5. TalentAvora may withdraw or suspend the Customer’s access to the Services at any time during the Trial, and at the completion of the Trial, continued access to the Website and/or Services will be subject to payment of Fees.
   6. Customer shall be fully liable under those terms to TalentAvora for any harm or damages arising from the use of the Services during a Trial by Customer.
   7. If there is any conflict between this clause 2 and any other terms of this Agreement, this clause shall prevail.

3. Access and Use of the Services

   1. To use the Services, the Customer shall first be required to register with TalentAvora by completing the online registration form on the Website. The number of employees entered by the Customer during the online registration process shall be deemed to represent the Customer’s Company Size, as defined in this Agreement.
   2. Customer represents that all information provided to TalentAvora as part of purchasing and registering their online account is accurate, current, and complete.
   3. TalentAvora reserves the right to verify the Customer Information, including the Company Size, based among others on public available information, and usage of the Services, and take actions, including suspending, terminating, or upgrading the Customer’s subscription plan, if any Customer Information is inaccurate. Customer acknowledges and agrees that all Users will (a) use their corporate email address; (b) comply with TalentAvora's directions regarding account access levels; and (c) not share User accounts.
   4. Customer and Users must keep login credentials secure and immediately notify TalentAvora of any unauthorised access. Customer is solely responsible and liable for any breaches of this Agreement arising out of the use of their logins to access the Services, whether such use is authorised by the Customer or not.

4. General Customer Obligations and Responsibilities

   1. Customer shall use the Services in accordance with this Agreement and is solely responsible for the use of the Services and its internal recruitment and employee management process.
   2. Customer is responsible for all Users accessing the Services through its account.
   3. Customer is solely responsible for the use of the Services in compliance with all applicable laws, including data protection, consumer protection, employment, equality and anti-discrimination laws. Customer is also responsible for ensuring that Customer Content complies with such applicable laws and does not contain viruses or any material that is defamatory, harassing or otherwise unlawful.
   4. TalentAvora does not vet, verify, or edit Customer Content. TalentAvora shall have no liability for any errors, omissions, or damages arising from or related to Customer Content.
   5. The Customer and its Users shall not:
      1. Impersonate any other User or person.
      2. Use information made available through the Services for any purpose other than as permitted by this Agreement.
      3. Do anything that could impair, interfere with, damage or cause harm to the operation of the Services.
      4. Use the Services to circumvent Website limitations, including but not limited to fair usage limitations (as implemented by TalentAvora and notified to the Customer), feature restrictions, and account tier limitations.
   6. Customer is responsible for all contractual arrangements made with Candidates and Employees throughout the recruitment and employment process. In the event of a Dispute, Customer agrees that TalentAvora is not liable for any resulting loss or damage suffered by the Customer, and hereby releases and holds TalentAvora harmless from any such loss, damage or liability.

5. Service-specific Obligations

   1. When Customer uses the Services for recruitment purposes, including but not limited to job postings and candidate sourcing, the following conditions apply:
      1. Customer shall ensure that the Services are not used to (a) post false, misleading, or non-existent Openings, (b) post multi-level marketing or similar schemes, (c) harvest Candidates for improper purposes, (d) post Openings on behalf of another entity without that entity’s prior consent, (f) solicit, or request payments from Candidates (e) transmit unsolicited or unauthorized communications, including spam, (f) invade or violate any third party’s right to privacy.
      2. Customer shall ensure that Openings do not infringe any third-party intellectual property rights or other proprietary rights, and are not offensive, discriminatory, illegal, inappropriate, or harmful in any way.
      3. TalentAvora may refuse to publish or remove any Opening that breaches this Agreement.
      4. TalentAvora shall distribute Openings that comply with the content standards, posting rules and acceptance criteria of the applicable job boards’ policies. TalentAvora is not responsible for an Opening being rejected or not posted by the relevant job board.
      5. Customer is responsible for obtaining and verifying Candidate qualifications, eligibility to work and any other necessary information.
      6. TalentAvora may enhance a Candidate’s Profile with additional information, obtained from publicly available data or third parties, but does not guarantee its accuracy, correctness, completeness, or that such enhancements will be error-free or ultimately achieve any enhancement to the Profile. Customer shall verify the accuracy of such additional information.
      7. Customer’s use of the texting feature is subject to the TalentAvora Texting Acceptable Use Policy and all applicable laws in Customer’s jurisdiction, including anti-spam and privacy regulations. Customer shall: (a) obtain necessary consent for text communications; (b) accurately represent their organisation; (c) avoid sending prohibited content; and (d) respect opt-out requests. TalentAvora may suspend or terminate access for violations.
   2. If the Customer uses electronic signatures via the Services (where this is available), the Customer consents to their use and is responsible for determining their enforceability under applicable local laws. TalentAvora makes no representations or warranties regarding the content, validity or enforceability of any electronic documents or electronic signatures.
   3. The following terms govern the use of AI-powered Features:
      1. The Customer retains ownership of all data, content, text, prompts, search queries, or other materials provided to the AI-powered Features (“Input”) and the resulting generated output (Output”). Customer shall refrain from using the AI-powered Features or any Inputs or Outputs to develop, train or improve any AI models that compete with TalentAvora's AI-powered Features.
      2. The AI-powered Features are optional and provided on an “as is” basis. For any content generated by machine learning capabilities and functionality, TalentAvora makes no warranty or guarantee as to the accuracy, non-infringement, non-bias, or reliability of such content.
      3. The Customer acknowledges that TalentAvora’s AI-powered Features may use third-party large language models, foundation models, and hosted services.
      4. Customer acknowledges that: (a) the AI-powered Features are intended by TalentAvora solely to support human decision-making; (b) Customer remains solely responsible for all hiring and employment-related decisions; (c) Customer shall ensure the Outputs generated are reviewed by trained human personnel before being relied upon for decisions that may materially affect candidates or employees, and (d) appropriate training will be provided to its Users on the risks of over-reliance on AI to promote proper and responsible use of the Services.
      5. TalentAvora shall design and develop the AI-powered Features in such a way that their operation is sufficiently transparent to (a) allow for human oversight and manual override of the Output, and (b) enable the automatic log of human decisions.
   4. If the Customer’s plan does not include any of the above specific services, the relevant terms shall not be applicable.

6. Third-Party Integrations

   1. TalentAvora may offer Customers the option to purchase additional products and services that provide functionality that complements the Services and are supplied by third parties (each such third party being a “Marketplace Partner”).
   2. TalentAvora does not itself provide the products or services provided by the Marketplace Partners; these are sold directly to the Customer under the partner’s own terms, which the Customer acknowledges and accepts.
   3. Where the Customer elects to engage one or more of the Marketplace Partners, the parties agree that such Marketplace Partner is a data processor of the Customer, and not a sub-processor of TalentAvora. The Customer agrees that personal data may be shared between TalentAvora and the Marketplace Partner, and expressly instructs TalentAvora to do so.

7. Fees and Payment

   1. The Order Form or the Website shall detail the Customer’s subscription plan and applicable Fees. Pricing may vary by billing country. Unless the Order Form states otherwise, Fees are due at the beginning of the Initial Term and each subsequent Renewal Term in the currency specified in the Order Form or the Website, as applicable.
   2. Fees are non-refundable and non-cancelable, except as expressly provided in this Agreement or the Order Form.
   3. For payments via credit or debit card:
      1. Customer authorises TalentAvora to charge its credit card or bank account for all Fees payable for the Initial Term and any Renewal Term, until Customer decides to terminate the Services. In addition, Customer authorises TalentAvora to use third-party providers in order to process payments, and agrees to the disclosure of its payment information to any such third party as required. Customer is solely responsible for any bank fees charged by its bank, including recurring payment fees associated with the payments to TalentAvora.
      2. If Customer pays by direct debit, where this payment option is supported by TalentAvora, Customer authorises TalentAvora and its Affiliates to debit its bank account for all Fees payable for the Initial Term and any Renewal Term and to collect any amounts due according to the subscription plan.
   4. TalentAvora reserves the right to adjust the Fees for any Renewal Term (to reflect TalentAvora’s investment in product research and development and increases in the Consumer Price Index), based on TalentAvora’s then-current price list, publicly available at www.talentavora.com/pricing. Any such adjustment shall not exceed five percent (5%) compared to the price list of the preceding term for the same plan. Fees may be further adjusted based on the Customer’s Company Size at the time of renewal, selected add-ons or Professional Services. TalentAvora shall notify Customer of any such increase at least forty-five (45) days prior to the next Renewal Term. If the Customer wishes not to renew, it shall notify TalentAvora by written notice or by cancelling its subscription plan on the Services before the expiration of their current term.
   5. For multi-year contracts, TalentAvora reserves the right to assess the Customer’s Company Size on each anniversary of the Effective Date, and may apply a prorated price increase for any Company Size Excess, unless the Parties have agreed to an alternative pricing in the Order Form.
   6. For Customers signing up online to use the Services and paying on a monthly basis, if there is a Company Size Excess as a result of Clause 3.3, TalentAvora will charge the Customer under the applicable subscription plan and pricing in the next monthly billing cycle. Continued use of the Services after such changes will constitute the Customer’s acceptance of the new pricing. If the Customer does not agree to the changes, the sole remedy is to cancel the subscription and discontinue use of the Services.
   7. TalentAvora accepts cryptocurrency and wire transfer payments. Before making either type of payment, email our support team at leslie@talentavora.com to obtain the latest cryptocurrency wallet address or bank wire instructions.

8. Term and Termination

   1. This Agreement shall commence on the Effective Date and continue for the duration of the Customer’s subscription length (“Initial Term”). The subscription shall automatically renew for successive terms of one (1) year (“Renewal Term”), on each anniversary of the Effective Date or, for multi-year contracts, upon expiration of the agreed term, unless either Party provides written notice of its intention not to renew the Services before such anniversary or expiration date.
   2. Customer may terminate at any time with written notice to TalentAvora or by cancelling its subscription directly in the Services. Early termination does not entitle the Customer to a refund of prepaid Fees, and any outstanding Fees for the agreed Subscription Term become immediately due and payable, unless otherwise expressly agreed in the Order Form.
   3. If TalentAvora materially breaches this Agreement and fails to cure the breach within a reasonable timeframe after receiving Customer’s written notice, Customer may terminate the Agreement and receive a prorated refund of any prepaid Fees for the Services not rendered.
   4. TalentAvora shall be entitled to downgrade, suspend and/or terminate the Customer’s access to the Services if:
      1. TalentAvora’s network providers and suppliers cease providing their services;
      2. TalentAvora believes that any applicable law has rendered the Services unlawful; or
      3. Customer has breached any provisions of this Agreement, including but not limited to failure of Customer to pay the Fees due, after providing Customer with advance written notice of the Customer breach, except in the case of imminent harm or risk to the SaaS platform, in which case TalentAvora may take immediate action without prior notice.
   5. Upon termination in accordance with this clause 8:
      1. Customer will lose access to the Services and the Website;
      2. In the event of termination by TalentAvora that is not due to a breach by the Customer, TalentAvora shall refund prepaid Fees for Services not provided;
      3. Otherwise, prepaid Fees are non-refundable.
   6. Upon termination and at any time until termination, TalentAvora shall provide Customer with tools to export or retrieve its data.

9. Warranties

   1. Customer hereby warrants that it (a) has the right and capacity to enter into and be bound by this Agreement; (b) shall comply with all applicable laws, (c) will abide by TalentAvora’s rules and reasonable directions, and (d) has the right to use the intellectual property in the Customer Information, Customer Content, Openings and all information and materials provided by the Customer to TalentAvora.
   2. Customer acknowledges and agrees that it will not upload or store to the Services any protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”), or any other similar laws, as applicable.
   3. TalentAvora warrants that the Services, including any Professional Services, shall be provided with reasonable care and skill in the manner which would reasonably be expected from an experienced provider of similar services.
   4. TalentAvora relies on other service providers (such as network providers, data centres, and telecommunication providers) to make the Services and the Website available to the Customer. TalentAvora does not guarantee uninterrupted or error-free Service at all times. TalentAvora shall not be liable in any way for any losses the Customer may suffer as a result of delays or failures of the Services and Website as a result of TalentAvora’s service providers.
   5. To the maximum extent permitted by law, TalentAvora expressly excludes all representations, warranties, obligations and liabilities in connection with the Services and the Website, including but not limited to the warranties of merchantability, non-infringement of intellectual property, accuracy, completeness, fitness for a particular purpose, and any warranties arising by statute or otherwise in law or from course of dealing, course of performance, or use of trade are hereby excluded and disclaimed.
   6. TalentAvora may display or link to third-party websites and third-party advertising banners on the Website (e.g., for job postings or social networking). Use of any such third-party websites and services is at the Customer’s risk. TalentAvora accepts no responsibility or liability for the availability, suitability, reliability or content of such websites. All use of the third-party websites is subject to the terms and conditions of the third-party website provider.

10. Limitation of Liability

    1. Subject to clauses 10.2 and 10.3, the maximum aggregate liability of either Party (including its respective agents, sub-contractors or representatives) under, arising from or in connection with the provision of the Services and/or this Agreement, whether arising in contract, tort (including negligence) or otherwise (including for contractual liability under any indemnity provided by a Party), shall not exceed a sum equivalent to the total Fees received by TalentAvora for a period of twelve (12) months preceding the event giving rise to liability.
    2. To the extent permitted by law, neither Party shall be liable for:
       1. Any implied conditions, warranties, representations or other terms whether expressed or otherwise implied by statute or common law;
       2. Any indirect or consequential loss or damage, or any loss of profits, income/revenue, business. Contracts, data, goodwill/reputation, expectation, or opportunity, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.
    3. Nothing in this Agreement limits or excludes either Party’s liability for death or personal injury resulting from a Party’s negligence or any liability arising from gross negligence, wilful misconduct or fraudulent misrepresentation.

11. Indemnification

    1. Customer hereby indemnifies TalentAvora against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of any third-party action, claim arising from or in connection with (a) Customer’s access and use of the Services in violation of this Agreement, (b) Customer’s recruitment and employment decisions, practices or processes, (c) any infringement of intellectual property rights arising from the use or possession of the Customer Information, Customer Content, Openings, or any other information provided by the Customer to TalentAvora; provided, that TalentAvora notifies Customer promptly in writing of such claim and uses commercially reasonable efforts to mitigate the damages which may be payable by Customer hereunder. Customer shall have sole control over the defence and settlement of such claim. TalentAvora shall provide all information and assistance reasonably requested by Customer, at TalentAvora's expense.
    2. TalentAvora shall indemnify Customer against any third party claim that the Software or the use thereof in accordance with this Agreement infringes a third party patent, trademark, copyright or trade secret under the laws of a country in which the Services are accessed by Customer, and shall pay any resulting damages awarded to such claimant or any settlement agreed to by TalentAvora and any related costs and expenses reasonably incurred by Customer; provided, that Customer notifies TalentAvora promptly in writing of such claim and uses commercially reasonable efforts to mitigate the damages which may be payable by TalentAvora hereunder. TalentAvora shall have sole control over the defence and settlement of such claim. Customer shall provide all information and assistance reasonably requested by TalentAvora, at TalentAvora's expense. TalentAvora and its Affiliates, licensors and other providers shall have no liability to the extent any infringement arises out of or relates to any: (a) use or combination of Services or the Software with any third party software, hardware, application, content or service; (b) use of the Services or the Software in a manner that does not comply with this Agreement; (c) any modification not made by TalentAvora or its representatives; or (d) any matter for which Customer is obligated to indemnify TalentAvora pursuant to this Agreement. This clause 11.2 states Customer’s sole and exclusive remedy,and TalentAvora’s and its Affiliates’ sole and exclusive liability, regarding infringement or misappropriation of any third party intellectual property rights.

12. Intellectual Property Rights

    1. TalentAvora and its licensors own all intellectual property rights in the Services, Software and Website.
    2. TalentAvora grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term. Nothing in this Agreement will serve to transfer from TalentAvora to the Customer any of the Software or Website, and all right, title and interest in and to the Software and the Website will remain exclusively with TalentAvora and/or TalentAvora’s licensors.
    3. Customer must not:
       1. Modify, translate, or create derivative works of the Software or Website.
       2. Reverse engineer, decompile, or disassemble the Software or Website to source code form.
       3. Distribute, sub-license, assign, share, timeshare, sell, rent, lease, transmit, or transfer the Software or Website or the Customer’s right to use the Software or Website.
    4. Customer hereby grants TalentAvora a sub-licensable, worldwide, royalty-free licence to use and make available the Customer Information, Customer Content and Openings to provide the Services and to publish Openings on job boards. Customer retains all rights, title and ownership interest in and to the Customer Content.
    5. Customer agrees that TalentAvora may use aggregated data derived from the Customer’s use of the Services to further develop and improve the Services. Such aggregated data is owned by TalentAvora and does not include any information that identifies the Customer or any individual.

13. Data Processing, Privacy and Confidentiality

    1. Both Parties shall comply with all applicable Data Protection Laws.
    2. TalentAvora processes certain personal data of the Users of the Website and Services as a data controller (as defined by Data Protection Laws), in accordance with the TalentAvora Privacy Policy and TalentAvora Cookies Policy .
    3. The Customer shall include words substantially similar to the TalentAvora Recruitment Privacy Notice Template, and shall ensure that its privacy notice complies with Data Protection Laws.
    4. While providing the Services, TalentAvora processes personal data on the Customer's behalf as a data processor (as defined by Data Protection Laws), and will maintain appropriate organisational and technical measures for protection of the security, confidentiality and integrity of such data, as described in the TalentAvora Data Processing Addendum, which is hereby agreed and incorporated in this Agreement. Customer acknowledges that Candidates shall also have the right to withdraw their application at any time online directly via TalentAvora.
    5. Customer is responsible for ensuring its collection and use of personal data complies with Data Protection Laws and shall indemnify TalentAvora against any losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of the Customer’s failure to comply with this clause.
    6. If TalentAvora processes personal information of California residents on behalf of the Customer, it shall do so according to the terms of the TalentAvora CCPA/ CPRA Data Processing Addendum are hereby agreed and incorporated in this Agreement.
    7. TalentAvora and Customer agree that in their respective role as Receiving or Disclosing Party, the Receiving Party shall hold all Confidential Information as strictly confidential and protect it with at least the same degree of care it uses to protect its own Confidential Information, but in no event with less than reasonable care. The confidentiality obligations do not apply to Confidential Information that is (a) publicly available, (b) lawfully possessed by the Receiving Party, (c) rightfully obtained from a third party who has no restriction to disclose it, or (d) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. The Receiving Party shall use Confidential Information only to perform its obligations under this Agreement and shall not disclose it to any third party except with the Disclosing Party's written consent or to its Affiliates, employees, subcontractors who have a need to know and are bound by similar confidentiality obligations. The Receiving Party shall be entitled to make any disclosure of the Disclosing Party's Confidential Information as may be required by law, government or regulatory authority, provided that (where legally permitted) it gives the Disclosing Party as much notice as is reasonably practicable prior to such disclosure.

14. General

    1. Failure by either Party to enforce any of its rights or remedies under this Agreement shall not be deemed a waiver of any such rights or remedies, nor shall it relieve the other Party from compliance with its obligations under this Agreement.
    2. If any provision of this Agreement is held by a competent authority to be invalid, unlawful or unenforceable, the remaining provisions shall remain in full force and effect.
    3. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, to the extent such failure or delay is caused by a Force Majeure Event. The affected Party shall use commercially reasonable efforts to resume performance and shall notify the other Party, where feasible, of the force majeure event. If the force majeure event continues for more than 60 consecutive days, either Party may terminate the affected Services upon written notice without liability.
    4. Customer should send notices, under this Agreement, to TalentAvora’s support at leslie@talentavora.com. TalentAvora may send notices to the email address designated by Customer in the Order Form or to the Customer’s administrator of the Services. Each Party may update its designated recipients for notices upon written notice to the other Party.
    5. If any provision of this Agreement is held by any competent authority to be invalid, unlawful or unenforceable to any extent, the remaining provisions will remain in effect.
    6. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld).
    7. Additionally, neither Party shall receive or offer any bribes, gifts, or things of unreasonable value in connection with this Agreement.
    8. TalentAvora may identify the Customer as a user of the Services and use Customer's trademark and/or logo in certain marketing materials/ for promotional purposes.
    9. The TalentAvora policies and addenda referenced in this Agreement are incorporated into and form part of this Agreement. By accepting this Agreement, Customer agrees to be bound by them. In the event of any conflict between this Agreement and any incorporated policy or addendum, this Agreement shall prevail unless the relevant policy or addendum expressly states that it overrides a specific provision of this Agreement.
    10. TalentAvora reserves the right to modify this Agreement at any time, by revising the terms of the Agreement on the Website, provided that any such modifications do not materially change the overall functionality of the Services or substantially diminish Customer’s rights and create substantial Customer obligations. Any changes TalentAvora may make to this document in the future will be notified and made available to the Customers who have subscribed to be notified by using the form at the bottom of this page. By continuing to use the Services after the effective date of any amended Agreement, the Customer is deemed to have accepted and agreed to the updated terms.
    11. This Agreement and disputes arising out of or relating to it are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles. Subject to mandatory applicable law and any expressly applicable data-transfer terms, the parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware. This provision does not limit rights or remedies that cannot lawfully be excluded.

15. Definitions

    For the purposes of this Agreement, the following terms shall have the meanings set forth below:

    “Affiliate” means any legal entity that, whether now or in the future directly or indirectly, Controls, is Controlled by or is under common Control by the Customer or TalentAvora, where “Control” means the possession (directly or indirectly) of fifty per cent (50%) or more of the voting stock or other equity interest of a subject entity with the power to vote, or the power in fact to control the management decisions of such entity, for so long as such entity continues to be controlled by the Customer.

    “Agreement” means these Terms and Conditions, including the Data Processing Addendum and any other documentation agreed upon between the Parties.

    “AI-powered Features” means the artificial intelligence or machine learning functionalities within the Services, as specified on the TalentAvora Website.

    “Candidate” means an individual seeking employment (on a permanent, temporary, or contract basis) whose information is submitted to or processed through the Services by the Customer, or who interacts with the Services in response to an Opening.

    “Company Size” means the total number of individuals engaged by the Customer and its Affiliates, where applicable, to work under the direction or control of the Customer, including all full-time and part-time employees and independent contractors, regardless of the duration of their engagement.

    “Company Size Excess” means an excess to the Company size provided by Customer when registering to use the Services.

    “Confidential Information” means all information pertaining to business, technology, affairs, customer, clients or suppliers, marketing plans etc. that is designated as confidential or that reasonably should be understood to be confidential, as disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”). TalentAvora’s Confidential information shall include among the others, the Services, pricing, and Quote details.

    “Customer Content” means any content uploaded by Customer such as images, videos, audio, files, links to external websites, communication between Users and Candidates or Employees, and all other material of any format, including any Input and Output relating to AI-powered Features (excluding Customer Information).

    “Customer Information” means information about the Customer’s organisation, including contact details, billing and administrative data, usage information, and other information provided to or collected by TalentAvora in connection with the Customer’s use of the Services, excluding Customer Content.

    “Data Protection Laws” means all applicable data protection and privacy laws and regulations, including the EU General Data Protection Regulation 2016/679 (“GDPR”), the UK General Data Protection Regulation (“UK GDPR”) and the UK Data Protection Act 2018, the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act (“CPRA”), the revised Swiss Federal Act on Data Protection (“FDAP”), and all other successor legislation and regulation thereto.

    “Dispute” any disagreement or claim between the Customer and a Candidate or Employee arising from the Customer’s use of the Services, relating to recruitment or employment matters.

    “Employee” means the Customer’s employees.

    “Fees” means the fees payable by the Customer for access and use of the Services, as set out in the Order Form.

    “Force Majeure Event” means any event or circumstance beyond a Party’s reasonable control.

    “Professional Services” means certain services offered by TalentAvora to enable and support a Customer’s access and use of the Services, which may include implementation, training, custom solutions, data migration, data export, consulting, or integrations through a TalentAvora API.

    “Openings” means roles or positions that the Customer intends to advertise to recruit employees or contractors. The number of Openings the Customer may post may be limited based on the subscription plan selected, as specified in the applicable Order Form.

    “Profile” means information submitted by a Candidate or an Employee through the Services, which may include, without limitation, (i) Candidate academic background, work experience, technical or product skills and employment history or (ii) Employee contact details, role, compensation, etc.

    “Software” means TalentAvora’s proprietary software, including all features, functionalities, updates, and associated user interfaces, made available to the Customer as part of the TalentAvora platform or via the Website.

    “Subscription Term” means the period from the Effective Date, through the Initial Term and all Renewal Terms, until the expiration or termination of the Services.

    “Users” means the Customer’s employees and nominated representatives on their hiring team that create individual user accounts which permit them to access and use the Services on behalf of the Customer.

    “Website” means the www.talentavora.com website, including any mobile applications.

    “TalentAvora CCPA / CPRA Data Processing Addendum” means the addendum setting out the terms applicable to the processing of personal information subject to the California Consumer Privacy Act, as amended by the California Privacy Rights Act, available at: /legal/data-protection?tab=CCPA/CPRA, as updated from time to time. “TalentAvora Cookies Policy” means the policy governing the use of cookies and similar tracking technologies, available at:/cookies, as updated from time to time.

    “TalentAvora Cookies Policy” means the policy governing the use of cookies and similar tracking technologies, available at: /cookies, as updated from time to time.

    “TalentAvora Data Processing Addendum” or “DPA” means the addendum setting out the terms applicable to the processing of Personal Data in connection with the Services, available at: /legal/data-protection?tab=data-processing-addendum, as updated from time to time.

    “TalentAvora Privacy Policy” means the policy describing how TalentAvora collects, uses and processes personal data through its websites and applications, available at: /privacy, as updated from time to time.

    “TalentAvora Recruitment Privacy Notice Template” means the template candidate privacy notice made available to assist Customers with their own compliance obligations, available at: /candidate-terms, as updated from time to time.

    “TalentAvora SLA” means the service level agreements applicable to the Services, available at: /legal/additional-terms?tab=service-level-agreement, as updated from time to time.

    “TalentAvora’s Texting Acceptable Use Policy” means the policy governing the use of the Texting Add-on, available at: /legal/additional-terms?tab=texting-policy, as updated from time to time.

    “Order form” means an order form executed by Customer and governed by this Agreement.

Any capitalised term not defined in this clause will have the meaning provided in this Agreement.