Terms of use
Effective Date: 07/11/2024
1. Introduction
Welcome to the Talent Gnome website, located at: www.talentgnome.com (the “Site”), and governed by Happy Elephant Enterprises, LLC (“HEE”, “Company,” “we,” or “us”). The following terms and conditions (the “Terms”) govern your access to, and use of, all or part of this Site
By accessing, viewing, downloading or otherwise using the content, materials, products, or services available on or through the Site, you certify that you have read, understand, and agree to be legally bound, both on your behalf and on behalf of the company you represent (collectively, “you”), by these Terms and our Privacy Policy, which is incorporated into these Terms by reference as if fully set forth herein. Further, you represent and warrant that you have the authority to use the Site in accordance with its Terms, and to the extent you act on behalf of your company, to bind your company to these Terms. You further certify that you have reached the age of majority in the jurisdiction where you reside, or are older, or that you have the permission of a legal guardian (e.g., a parent) to use the Site. You understand and agree that your use of the Site or any content, services or features made available on or through the Site (collectively, the “Services”), signifies that you fully accept and agree to these Terms. If you do not agree to these Terms, you are not granted permission to use the Site and must exit and discontinue your use of it immediately.
BY USING THE SITE, YOU ARE ACCEPTING THIS AGREEMENT AND, WHILE YOU MAY STILL PURSUE CLAIMS AGAINST COMPANY, YOU ARE AGREEING THAT YOU MUST PURSUE YOUR CLAIMS IN A BINDING ARBITRATION PROCEEDING (AND NOT IN A COURT) AND ONLY ON AN INDIVIDUAL (AND NOT A CLASS ACTION) BASIS. PLEASE READ THESE TERMS CAREFULLY TO UNDERSTAND YOUR RIGHTS AND RESPONSIBILITIES.
2. Use of the Site
Subject to these Terms, the Company hereby grants you a personal, limited, terminable, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site solely for use in accordance with these Terms. You shall be responsible, at your sole expense, for procuring, operating, and maintaining the computer system, mobile device, hardware, software, and other items necessary or appropriate to enable you to exercise your rights and licenses hereunder. Without limiting any other provisions of these Terms, all software and other materials, including the Site, made available to you are the copyrighted work of the Company or its licensors. Copying or distributing the Site or the Site Content (as defined below) is expressly prohibited.
3. Registration
In order to access the Services, you may be asked to register and create an account. As part of the registration process, you may be asked to click that you agree to these Terms and may then be asked to select or submit a username and password. You may also be required to provide the Company with certain information about yourself, including some types of personally identifiable information, such as your legal name, phone number, physical address, and email address, as well as information related to your employer or the company on whose behalf you are using the Site. You represent that the personal information you provide to the Company via the Site is true, valid, complete, and up-to-date in all respects. Should any of the information you provide on the Site change, please log in to your account and update such information directly on the Site. Any personal information that you provide to the Company via the Site or that Talent Gnome processes is subject to our Privacy Policy.
You are responsible for ensuring that your password and account login are kept secret, safe, and secure at all times. You are solely responsible for any and all activities which occur under your account. The company will not be held responsible or liable for any misuse of your account, including without limitation, in the event that a third party has access to and uses your password and account login in any way. In the event that your username or account login is used without your consent or that you discover any other breach of security, you agree to promptly notify us. We are not responsible for your failure to comply with this clause or for any delay in shutting down your account after you have notified us. Company has the right to disable any user name, account login, password, or other identifier, 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.
4. Billing and Payment Processor
5. General Restrictions on Use
6. Intellectual Property
As between you and Company, Company owns all patent, copyright, trademark, trade secret, ideas, concepts, know-how, documentation or techniques, or other intellectual property rights that may exist in (a) the Services, the Site, any graphics, texts, icons, buttons, data or information we include in the Site, and any products, training materials, deliverables, and the Company network or databases that may be utilized to provide the services (“Site Content”), and (b) any information, data, trends, analyses, metadata or other data which may be derived from any of the foregoing that is derived or created by Company by reference to the Services and Company’s databases and network. All Site Content is protected pursuant to copyright, trademark, patent, and other applicable laws. You shall not remove or alter any copyright notice or any other proprietary notice on the Site or on any Site Content. All names, trademarks, symbols, slogans, or logos appearing on the Site are proprietary to the Company or its licensors or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will you have any rights of any kind in or to the Site Content other than the right to use the Site Content in accordance with these Terms.
Certain features of the Site may allow you to contribute text, images, data, and other information and materials to the Site for access, use, viewing, and commentary by other users of the Site, and/or Company (collectively, “User Content”). By posting User Content to the Site or otherwise submitting User Content to Company, you represent that you have the full legal right to provide the User Content and that use of the User Content by Company and all other persons and entities, on the Site, and/or in accordance with this section, will not: (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, regulation, or agreement, or promote or provide instructional information about illegal activities, promote physical harm, or injury against any group or individual; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) impersonate any person or entity or falsely state or otherwise imply an affiliation with a person or entity, or include any falsified, composite, or otherwise non-authentic depictions of events, locations, landmarks, entities or persons; (e) contain or otherwise transmit any material that contains software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (f) be obscene, child pornographic, or indecent; (g) violate any community or Internet standard; (h) constitute misappropriation of any trade secret or know-how; or (i) constitute disclosure of any confidential information owned by any third party, all as determined by Company in our sole and absolute discretion. Upon your submission of User Content or other material or information to Company, you grant Company a worldwide, perpetual, irrevocable, transferable license to access, use, distribute, reproduce, display, modify, translate, create derivative works based upon, and sublicense the User Content, all without any compensation to you whatsoever. Further, you waive all moral rights in and to all User Content that you post or otherwise submit to Company in favor of Company and any other persons we authorize to use such User Content. For the avoidance of doubt, the Company shall be under no obligation to: (1) maintain any User Content in confidence; (2) compensate you in any way for your User Content; or (3) respond to any User Content.
No right, title, or interest in or to the Site or any of the Site Content is transferred to you, and all rights not expressly granted herein are reserved by Company. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate patent, copyright, trademark, and other laws.
The company expressly reserves the right to remove any information or materials posted or transmitted for any reason or for no reason. We are not responsible for and do not endorse or guarantee the opinions, views, advice, or recommendations posted by or sent by users.
7. Errors, Inaccuracies, and Omissions
8. Disclaimers and Warranties
COMPANY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY EXPRESS OR IMPLIED WARRANTIES: (A) THAT THE SITE, SITE CONTENT, SERVICES, ADVICE, INFORMATION OR LINKS PROVIDED OR DISPLAYED ON THE SITE WILL MEET YOUR REQUIREMENTS; (B) THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR OR THAT ANY ERRORS WILL BE CORRECTED; (C) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SITE, SITE CONTENT, SERVICES, OR PRODUCTS WILL BE CORRECTED; AND (D) REGARDING THE SITE, USER CONTENT, SITE CONTENT, SERVICES, PRODUCTS, ADVICE, INFORMATION OR LINKS PROVIDED BY ANY THIRD PARTIES OR USERS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
You acknowledge and agree that any and all representations, promises, warranties or statements by the Company’s salesperson, representative or agent that differ in any way from the terms hereof shall be given no force or effect. If Company furnishes you with any advice or assistance concerning any services, products, subscriptions, or systems which is not required pursuant to these Terms, the furnishing of such advice or assistance shall not subject Company to any liability whatsoever to you, whether in contract, in tort (including negligence), under warranty or otherwise.
YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE SITE, USER CONTENT, SITE CONTENT, SERVICES, PRODUCTS, INFORMATION, AND OTHER MATERIALS CONTAINED THEREIN. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SITE OR ITS CONTENTS WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR SERVICES THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SITE REMAINS SOLELY WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You understand that the technical processing and transmission of any Site Content and User Content may be transferred unencrypted and involve transmissions over various networks and changes to conform and adapt to the technical requirements of connecting networks or devices. Please be advised that we do not guarantee that any information sent to or from our Site will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to us via the Site or the Internet, including, for example, personal information such as your name or address. Company reserves the right to interrupt or discontinue any or all of the functionalities of the Site. The company assumes no responsibility for (a) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication; (b) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on any of the Site, including any injury or damage to you or to any person’s computer related to or resulting from use of the Site; and (c) any damage to, or viruses that may infect, your computer equipment or other property on account of your access to, use of or browsing of the Site or your downloading of any materials, data, text, images, video or audio from the Site.
9. Limitation of Liability
IN NO EVENT WILL THE COMPANY BE LIABLE FOR DAMAGES OTHER THAN ACTUAL AND DIRECT DAMAGES PROVEN EITHER IN A COURT OF LAW OR THROUGH ARBITRATION. IN NO EVENT SHALL THE COMPANY’S LIABILITY EXCEED THE PRICE YOU PAID FOR SERVICES OR PRODUCTS THAT ARE THE SUBJECT OF THE CLAIM. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF THE COMPANY AND ITS LICENSORS SHALL NOT EXCEED TEN US DOLLARS. IN AS MUCH AS PERMITTED BY LAW, AND EXCEPT FOR DAMAGE CAUSED BY WILLFUL INTENT OR GROSS NEGLIGENCE, COMPANY AND THEIR AFFILIATES, SUBSIDIARIES AND LICENSORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS OF ANY OF THEM, EXCLUDE ALL LIABILITY AND RESPONSIBILITY FOR ANY AMOUNT OR KIND OF LOSS OR DAMAGE THAT MAY RESULT TO YOU OR A THIRD PARTY (INCLUDING ANY INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY LOSS OF INCOME, PROFITS, GOODWILL OR DATA) IN CONNECTION WITH (A) THE USE OF PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THE SITE; (B) THE SITE, USER CONTENT, OR SITE CONTENT IN ANY WAY; OR (C) THE USE, INABILITY TO USE OR THE RESULTS OF USE OF THE SITE, ANY WEBSITES LINKED TO THE SITE OR THE MATERIAL ON SUCH WEBSITES, INCLUDING LOSS OR DAMAGE DUE TO VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF OR BROWSING OF THE SITE OR YOUR USE OF ANY SITE CONTENT OR ANY WEBSITES LINKED TO THE SITE; ALL THE FOREGOING REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR WE HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE.
IF YOU ARE DISSATISFIED WITH THE SITE, SERVICES, OR WITH ANY OF THESE TERMS, OR FEEL WE HAVE BREACHED THESE TERMS, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.
10. Indemnification
11. Monitoring and Enforcement; Termination
Company has the right to: (a) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site; and (b) terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation or suspected violation of these Terms. Without limiting the foregoing, the Company has 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 providing information on or through the Site. You waive and will hold harmless Company and its affiliates, licensees, and service providers from any claims resulting from any action taken by Company or any of the foregoing parties during, or as a result of, its investigations and from any actions taken as a consequence of investigations by such parties or law enforcement authorities.
12. Governing Law
These Terms will be governed and construed in accordance with the laws of the United States and the State of Arizona without regard to conflict of law provisions. This Agreement is deemed entered into at Phoenix, Arizona, and is to be construed as to its fair meaning and not strictly for or against either party. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
Any legal suit, action, or proceeding arising out of, or related to, these Terms or the website must be instituted exclusively in the federal or state courts in Maricopa County, Arizona, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You agree to submit to the jurisdiction of the federal and state courts of Maricopa County, Arizona, and waive any objection to venue in such courts.
This Governing Law provision applies to the fullest extent permitted by law and will survive any termination or expiration of these Terms or your use of the website.
13. Operation of the Site and United States Law
14. Amendment
15. Miscellaneous
These Terms, including the Privacy Policy, constitute the entire legal agreement between you and Company regarding the Site and govern your use of the Site, Services, and any transactions you may have with Company through the Site. These Terms completely replace and supersede any prior agreement or understanding, arrangement, undertaking, or proposal, written or oral, between you and the Company regarding these matters. In the event any other rule, code of conduct, or other matter posted on the Site conflicts with these Terms, these Terms shall govern. No oral explanation or oral information given by any party shall alter the interpretation of these Terms.
You understand that the Company may make changes to these Terms from time to time. Your continued use of the Site following the posting of changes to these Terms will be considered your consent to those changes. When these changes are made, the Company will make a new copy of the Terms available on the Site. You agree that the Company is under no obligation to provide you with notices regarding changes to these Terms. You understand that it is your responsibility to check the Terms regularly for changes.
You agree that any failure or delay by the Company to exercise or enforce any legal right or remedy contained in or made available by these Terms (or that the Company has the benefit of under any applicable law) will not be taken to be a formal waiver of Company’s rights and that those rights or remedies will still be available to Company. If any court of law, having the jurisdiction to decide a matter arising out of these Terms, rules that any provision of these Terms is invalid, then that provision will be removed from these Terms without affecting the rest of the Terms and the remaining provisions will continue to be valid and enforceable.
You hereby acknowledge and agree that we reserve the right at any time to modify or discontinue the whole, or any part of, the Site and the Services without notice and that we will not be responsible or liable, directly or indirectly, to you or any other person or entity for any loss or damage of any kind incurred as a result of any such modifications or discontinuance.
These Terms are binding upon you, your heirs, executors, beneficiaries, successors and assigns, and you may not assign these Terms to any other party without our prior written consent, which consent may be withheld in our sole and absolute discretion.
16. Contact Us
If you have any questions about these Terms, please contact us at info@talentgnome.com