Terms of Use

Date of Last Revision: March 1, 2013

 

Terms of Use

These terms of use (the “Terms of Use”) form a legally binding agreement between you and Talentcall, Inc. (“Talentcall”, “we”, “us” or “our”) regarding your use of the website located at: http://www.talentcall.com or any other website or applications we own or control and that link to these Terms of Use (the “Website”).  Some features or functionality provided on the Website may be governed by separate or supplemental agreements. When using particular features or functionality, you shall be subject to any posted guidelines or rules applicable to such features or functionality, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into this Terms of Use.

BY USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS TERMS OF USE AND ALL OF THE TERMS, CONDITIONS AND NOTICES ON THE WEBSITE JUST AS IF YOU HAD SIGNED SUCH TERMS, CONDITIONS AND NOTICES. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS TERMS OF USE, YOU MUST NOT USE THE WEBSITE.

1. REGISTRATION INFORMATION

As a condition of your use of certain features and functions on the Website, we may require that you register a unique user name and password combination.  As part of the registration process, we require that you (a) provide Talentcall with true, accurate, current and complete information as prompted by Talentcall’s registration forms and (b) update and maintain the truthfulness, accuracy and completeness of such information.   Your user name and password are personal to you and you may not allow any others to use your user name or password under any circumstances. We are not liable for any harm caused or related to the theft or misappropriation of your user name or password, disclosure of your user name or password, or your authorization of anyone else to use your user name or password. You agree to immediately notify us if you become aware of or believe there is or may have been any unauthorized use of (or activity using) your user name or password or any other need to deactivate your user name or password due to security concerns.

2. MINIMUM REQUIREMENTS

The Website is offered and made available only to users 18 years of age or older. If you are not yet 18 years old, or your use of the Website is prohibited or restricted in any way by the laws, regulations or other governmental requirements of the jurisdiction in which you live or reside, please discontinue using the Website immediately because by using or attempting to use the Website, you certify that you are at least 18 years of age and meet all other eligibility requirements for your use of the Website.

3. PRIVACY POLICY

Talentcall has established a privacy policy to explain to you, and other users, how your personal information is collected and used (the “Privacy Policy”).  The Privacy Policy is located at http://www.talentcall.com/about/privacy/. You hereby consent to the use and disclosure of your personal information as set forth in the Privacy Policy.

4. CONTENT

By posting or publishing any text, information, files, references, links, designs, comments, discussion, graphics, photos, works of art, multimedia works, video, music, sound and other content or information (the “Content”) on or through the Website:

  • you grant Talentcall a perpetual, irrevocable, non-exclusive, fully-transferable, fully- sublicensable (through multiple tiers), royalty-free, worldwide license to use, copy, modify, adapt, translate, publicly perform, digitally perform, publicly display, reproduce, and distribute such Content (in whole or in part) or prepare derivative works of such Content, for any purposes relating to our or our affiliates business or the Website, including, without limitation, operating and using the website, promoting the Website, Talentcall and Talentcall’s products, contests and services, and promoting our sponsors and their products and services.  We reserve the right to display advertisements in connection with your Content and to use your Content for advertising and promotional purposes. You acknowledge and agree that your Content may be included on the websites and advertising networks of our distribution partners and third-party service providers (including their downstream users);
  • we may exercise the rights in the preceding paragraph in any format, media or technology now known or later developed for the full term of any copyright that may exist in such Content. Furthermore, you also grant other users of the Website permission to access your Content and to use, record, sell, lease, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, publish and otherwise exploit your Content for personal, non-commercial use as permitted by the functionality of the Website and these Terms of Use.  Without limitation, the granted rights include the right to configure, host, index, cache, digitize, compress, optimize, modify, edit, adapt, and remove such content and combine same with other materials.  Except as otherwise described in the Website’s posted Privacy Policy, you agree that your Content will be treated as non-confidential and non-proprietary.  Furthermore, we are free to use any ideas, concepts, know-how or techniques contained in any User Content you submit without any remuneration or obligation to you and for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and/or services; or creating informational articles based on or advertising our products and services.  You further authorize us to publish your Content in a searchable format that may be accessed by users of the Website and the Internet.
  • by submitting Content, you also grant us the right, but not the obligation to use your biographical information, including, without limitation, your name and geographical location in connection with broadcast, print, online, or other use or publication of your Content. Notwithstanding the foregoing, you waive any and all claims you may now or later have in any jurisdiction to so-called "moral rights" or rights of "droit moral" with respect to the Content
  • the rights granted by you under these Terms of Use may not be terminated, revoked or rescinded and are not subject to reversion;
  • you represent and warrant that (i) the Content is original to you and/or fully cleared for use as contemplated herein, (ii) the Content does and will not, in any way, violate or breach any of the terms of this Terms of Use, (iii) the Content does not contain libelous, tortious, or otherwise unlawful information, infringe or violate any copyright or other right, or contain any matter the publication or sale of which will violate any federal or state statute or regulation, (iv) the Content is not obscene or in any other manner unlawful, (v) the Content shall not be injurious to the health of the user, and (vi) we shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of the Content; and
  • If your Content incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that (i) you have the right to grant Talentcall the right to use all such Content as described above, (ii) the Content was produced in compliance with all applicable laws and regulations and (iii) for any Content that contains original videos, you will comply with any applicable identification verification and record-keeping requirements, and you will secure and maintain the requisite personal information and identification documentation for all individuals who appear in any such original videos, as may be required by law and/or otherwise requested or required by us in connection with our corporate compliance policies and practices, which includes (y) individual's full legal name, current address, date of birth and (z) a legible photocopy of a valid government-issued identification document (e.g., a U.S. passport, state driver's license or valid photo ID card) to verify the individual's identity. Please be aware that upon the submission of each such Content, you may be required to deliver a full and complete set of such identification verification records to us, as well as a legible photocopy of your valid driver's license, passport or other acceptable government-issued photo identification for our verification and record-keeping purposes. In addition, you specifically acknowledge and agree to abide by our policies regarding governmental certification procedures relating to the foregoing identification verification and record-keeping procedures and, if applicable, you will promptly comply with any specific requests or directions we give you in connection with Content you submit that may be subject to these requirements.

You understand, acknowledge and agree that we have the right to delete, re-format and/or change your Content in any manner that we may reasonably determine (although you will not be responsible for any such changes made). Some Content may not be processed due to space or bandwidth constraints. You understand, acknowledge and agree that we assume no responsibility for deletion of Content or any failure to store, receive or deliver Content in a timely manner or any other matter relating to Content.  You shall not post in any manner Content that does or is intended to promote or generate revenue for any business enterprise or commercial activity without the prior authorization of Talentcall.  

5. PROPRIETARY MATERIALS

The contents of the Website, including all software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, databases, proprietary information and all copyrightable or otherwise legally protectible elements of the Website, including, without limitation, the selection, sequence and 'look and feel' and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, “Website Material”), are the property of Talentcall, and any of its successors and assigns, and any of its respective licensors, suppliers, and service providers and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties.  The Website is to be used solely for your noncommercial, non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright or other notices contained on the Website, including notices on any Website Material you download, transmit, display, print or reproduce from the Website. You shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Website Material without the express prior written consent of Talentcall. Any unauthorized or prohibited use of any Website Material may subject you to civil liability, criminal prosecution, or both, under applicable federal, state and local laws.

6. YOUR CONDUCT

In connection with your use of the Website, you represent, warrant and covenant that you:

(a) will abide by the letter and spirit of the terms and conditions of this Terms of Use and all applicable local, state, national or international laws;

(b) will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with Talentcall, or otherwise attempt to mislead others as to the identity of the sender or the origin of Content;

(c) will not submit Content that is encrypted or that contains viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that are intended to damage, interfere with, disrupt, impair, disable or otherwise overburden our servers;

(d) will not access, download or copy any information contained on our Website through artificial means (including but not limited to spiders, hacking devices, computer programs, bots or other such means);

(e) will not post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;

 (f) will not attempt to gain unauthorized access to the Website, other user accounts, or other computer systems or networks connected to the Website;

(g) will not use the Website in any manner that infringes, misappropriates or violates any third party's rights, including, but not limited to, transmitting any material that may infringe, misappropriate or violate a third party's rights of publicity, contractual rights, fiduciary rights or intellectual property rights; and

(h) will not use the Website in any way that could have an adverse effect on the operation of the Website.     

Talentcall retains the right, in its sole discretion, to determine whether or not your use of the Website is consistent with the terms and conditions of this Terms of Use. Talentcall may suspend, restrict or terminate use of the Website and to refuse any future use of all or portions of the Website if your use breaches or fails to comply with any of the terms and conditions of this Terms of Use. Additionally, Talentcall may seek any and all other remedies available to it, including (a) seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this Terms of Use; and/or (b) if damages are ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this Terms of Use.

7.  THIRD PARTY LINKS AND PRODUCTS; THIRD PARTY CONTESTS

The appearance, availability, or your use of URLs or hyperlinks referenced or included anywhere on the Website or any other form of link or re-direction of your connection to, with or through the Website, does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of Talentcall, any of its successors and assigns, and any of its respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers. We do not verify, endorse, or have any responsibility for, any such third party sites, their business practices (including their privacy policies), or any goods or services associated with or obtained in connection with any such site, even if our names, trademarks, service marks or logos are on the third party site as part of a co-branding or promotional arrangement.

Areas of the Website may enable third parties to advertise, and you to participate, contests not sponsored, run or operated by us (“Third Party Contests”).  We do not take part in the interaction between you and any other Website user in connection with Third Party Contests. Furthermore, we do not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Third Party Contests, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Website users in connection with any Third Party Contests. We do not perform background checks on any Website user, and we cannot confirm that any particular Website user is who they claim to be. We do not assume any responsibility for the accuracy or reliability of any information provided to you in connection with any Third Party Contests.

The use of product images, names, brands and nutrition information do not indicate a relationship or affiliation with manufacturers and distributors of products or providers of services.

8.  PAYMENTS.

If you purchase any services, goods or content that we offer through the Website for a fee, either on a one-time or subscription basis (“Paid Services”), you agree to Talentcall storing your payment card information. You also agree to pay the applicable fees for the Paid Services as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the date you cancel your subscription to the Paid Services. All fees, charges and donations are nonrefundable and there are no refunds or credits for partially used periods. You also acknowledge that Paid Services are subject to this Agreement and any additional terms related to the provision of the Paid Services.

9. TERMINATION

Talentcall may immediately terminate your account and your access to the Website and any service offered on or through the Website at any time in its discretion.

You may cancel your account by logging into your account and following the applicable instructions in the account information portion of the Website.

Termination of your account may, in Talentcall’s discretion include removal of your access to all offerings of the Website, deletion of your password, deletion of all related information and files, may include the deletion of the Content associated with your account (or any part thereof).

10. MODIFICATION OF TERMS AND CONDITIONS

We reserve the right in our sole discretion and at any time without prior notice and for any reason, to modify or discontinue any aspect or feature of the Websites or to modify or add to these Terms of Use ("Updated Terms").  In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of the Websites generally, unique parts of the Websites, and contests that we conduct on or through the Website ("Additional Terms").  Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use.  To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.

Updated Terms or Additional Terms will be effective immediately upon notice, either by posting on the Websites so that they are accessible via a link on the homepage or by notification by e-mail or conventional mail.  It is your responsibility to review the Terms of Use and the Websites from time to time for any Updated Terms or Additional Terms.  Your access and use of the Websites after we have posted the Updated Terms (or engaged in such other conduct as we may reasonably specify) or applicable Additional Terms will signify your assent to and acceptance of the same, which will be effective as of the time of posting, or such later date as may be specified therein, and will apply to your use of the Websites from that point forward.  If you object to any Updated Terms or to any Additional Terms,  your only recourse is to immediately discontinue use of the Websites (or the unique part of the Website or contest to which Additional Terms apply.

11. MODIFICATION, LIMITATION AND DISCONTINUANCE OF WEBSITE

Talentcall reserves the right at any time to limit access to, modify, change or discontinue the Website or any portion thereof with or without notice to you and we shall not be liable to you for any such modification, suspension or discontinuance of the Website. You agree that Talentcall will not be liable to you or to any third party for any such limitation, modification, change, suspension or discontinuance of the Website. You agree that Talentcall may establish general practices, policies and limits, which may or may not be published, concerning the use of the Website. You agree that Talentcall has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by or through the Website. You agree that Talentcall has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

12. DELAYS

The Website may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. Talentcall is not responsible for any delays, failures or other damage resulting from such problems.

13. USER FEEDBACK

Talentcall appreciates hearing from you, as well as our other users, and welcomes your comments regarding our Website. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, or materials other than those which we have specifically requested. Although we do value your feedback on our Website, please be specific in your comments regarding our services and do not submit creative ideas, suggestions or materials. If, despite our request, you send us creative suggestions, ideas, drawings, concepts or other information (collectively, the “Submissions”), such Submissions will be the property of Talentcall. In addition, none of the Submissions will be subject to any obligations of confidentiality and Talentcall will not be liable for any future use or disclosure of such Submissions.

14. DISCLAIMER

WARRANTY DISCLAIMER.  YOU UNDERSTAND AND AGREE THAT THE WEBSITE AND ALL SERVICES OFFERED ON OR THROUGH THE WEBSITE  (INCLUDING, WITHOUT LIMITATION, ALL SERVICE MATERIALS) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT TALENTCALL ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR FAILURE OF THE WEBSITE. TALENTCALL AND ITS VENDORS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE WEBSITE WILL MEET YOUR REQUIREMENTS, (B) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE OR (D) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED. YOU ARE AGREE THAT USE OF THE WEBSITE IS AT YOUR OWN RISK. In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to you as they relate to implied warranties.

15  WARNINGS.

THE INFORMATION DISPLAYED THROUGH THE WEBSITE MAY NOT BE ACCURATE, RELIABLE, CURRENT OR COMPLETE.  DO NOT RELY ON THE WEBSITE OR ANY INFORMATION ACCESSED ON OR THROUGH IT FOR PROFESSIONAL ADVICE - CONSULT A LICENSED PROFESSIONAL. 

16. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TALENTCALL AND ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, PARTNERS, DESIGNEES, USERS, SUCCESSORS, ASSIGNS, SERVICE PROVIDERS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF TALENTCALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RELATING TO OR RESULTING FROM USE OF THE WEBSITE.  THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you.

TO THE EXTENT TALENTCALL IS FOUND LIABLE FOR ANYTHING RELATED TO THE WEBSITE, TALENTCALL’S LIABILITY TO YOU FOR DAMAGES WILL NOT EXCEED $100.00.

17. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Talentcall, its officers, managers, owners, employees, agents, designees, users, partners, successors, assigns, service providers and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and court costs due to or arising from: (a) any violation of this Terms of Use by you; (b) the Content or other information provided by you to Talentcall or that you submit, transmit or otherwise make available through the Website; (c) your use of the Website; or (d) any violation of any rights of another (including privacy rights) or harm you may have caused to another. Talentcall will have sole control of the defense of any such damage or claim.

18.  NOTICE

You agree that Talentcall may communicate any notices to you under this Terms of Use, through email, regular mail or posting the notices on the Website. All notices to Talentcall will be provided by either sending: (i) an email to info@talentcall.com; or (ii) a letter, first class certified mail, to Talentcall,Inc. 5400 Centerview Dr., Suite 200, Raleigh, NC 27606. Attn: User Services. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.

19. DISPUTES; ARBITRATION

In the Dispute Resolution Section only, "we" and "us" are used to refer to you and Talentcall together.

(a) We each agree to first contact each other with any Disputes (defined below) and provide a written description of the problem and the proposed resolution.  You agree to contact us with Disputes by contacting us at the address provided in Section 19(b)(ii) below.  We will contact you based on the contact information you have provided us.

(b) We each agree to finally settle all Disputes (as defined and subject to any specific exceptions below) only by arbitration.  In arbitration, there’s no judge or jury and review is limited.  However, just as a court would, the arbitrator must honor the terms and limitations in the Terms of Use and can award the prevailing party(ies) damages and relief.  The arbitrator’s decision and award is final and binding, with some exceptions under the Federal Arbitration Act ("FAA"), and judgment on the award may be entered in any court with jurisdiction. We each also agree as follows:

(i) "Disputes" are any claims or controversies against each other related in any way to the Website, Content, or these Terms of Use - this includes claims you bring against our employees, agents, affiliates or other representatives, and claims we may bring against you; provided, however, that any issues relating to our intellectual property rights, including any such rights we claim that may be in dispute, shall only be subject to arbitration if we agree in writing to have such subject to arbitration.

(ii) If either of us wants to arbitrate a Dispute, we agree to send written notice to the other providing a description of the Dispute and the proposed resolution.  We will send notice to you based on the contact information you have provided us and notice to us must be sent to: to Talentcall, Inc. 5400 Centerview Dr., Suite 200, Raleigh, NC 27606. We agree to make attempts to resolve the Dispute.  If the parties cannot resolve the Dispute within forty-five (45) days of receipt of the notice to arbitrate, then either of us may submit the Dispute to formal arbitration.

(iii) The FAA applies to this Agreement and arbitration provision.  We each agree the FAA’s provisions, not state law, govern all questions of whether a Dispute is subject to arbitration.

(iv) The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules as supplemented by AAA's Supplementary Procedures for Consumer-Related Disputes.  In the event AAA is unwilling or unable to set a hearing date within forty-five (45) days of the filing of a "demand for arbitration", then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. ("JAMS") or any other mutually agreeable arbitration administration service.  You can obtain procedures, rules, and fee information from the AAA at 1-800-778-7879 or www.adr.org. and from JAMS at (949) 224-1810 or http://www.jamsadr.com.  If applicable law requires us to pay a greater portion of the arbitration fees then provided under the applicable arbitration service’s rules in order for the arbitration provision to be enforceable, we shall have the discretion to elect to pay such fees and proceed to arbitration.   Discovery shall be permitted pursuant to the applicable arbitration rules.  The arbitrator’s award will consist of a written statement stating the disposition of each claim and will provide a statement of the essential findings and conclusions on which the award is based.  The award shall be enforceable by any court with jurisdiction over the parties.

(v) The arbitration will be conducted by a single neutral arbitrator who is a lawyer or a retired judge.  If an in-person hearing is required, the arbitration hearing will be conducted in the Raleigh, North Carolina.  If any applicable laws or rules of arbitration would prohibit such a location or render this arbitration clause unenforceable, then the location of such arbitration shall be the metropolitan statistical area in which you are a resident at the time the Dispute is submitted for arbitration The federal or state law that applies to these Terms of Use will also apply during the arbitration.

(vi) We each agree not to pursue arbitration on a classwide basis. We each agree that any arbitration will be solely between you and us (not brought on behalf of or together with another individual’s claim).  If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn’t apply and the Dispute must be brought in court. The provisions of this Section will not apply to any legal action taken by us to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Website, any Website Material, your Content and/or our intellectual property rights.

(vii) Except where prohibited or limited by applicable law, the prevailing party(ies) in the arbitration will be entitled to recover its costs and expenses, including reasonable attorneys’ fees and experts’ fees, which are incurred in connection with the arbitration.

(c) Notwithstanding the foregoing, either of us may bring qualifying claims in small claims court.

20. NO CLASS ACTIONS

TO THE EXTENT ALLOWED BY LAW, EACH OF YOU AND TALENTCALL WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

21. NO TRIAL BY JURY

TO THE EXTENT ALLOWED BY LAW, EACH OF YOU AND TALENTCALL WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

22. MISCELLANEOUS

(a) Any delay or failure on the part of us to exercise or enforce any rights under these Terms of Use to which we may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time.  We have the right to determine your compliance with these Terms of Use in our sole discretion.  You irrevocably agree that you waive any and all rights to injunctive or other equitable relief.  The section headings used herein are for convenience only and shall not be given any legal import.  If any provision of these Terms of Use is held to be unlawful, void, or for any reason invalid or unenforceable, then that provision will be deemed severable from these Terms of Use and the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect.

(b) These Terms of Use (including the Privacy Policy and any Updated Terms or Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter.

(c) You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent.  Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect.  We are permitted to assign these Terms of Use or any rights hereunder without your consent and without notice.

22. CLAIMS REGARDING COPYRIGHT INFRINGEMENT

Talentcall desires to offer a Website where our Users share truthful and accurate information. We respect the intellectual property rights of others and desire to offer a Website which contains no content that violates those rights. Our policy and procedures regarding copyright infringement are described in the sections that follow.

In accordance with these procedures, and regardless of whether Talentcall may be liable for any alleged violation of rights, Talentcall may remove or disable access to specified Content appearing on the Website upon receipt of a verified notice asserting that the content infringes intellectual property rights, is inaccurate, or is otherwise unlawful. Whether or not we disable access to or remove content, Talentcall may make a good faith attempt to forward the written notification, including the complainant’s contact information, to the user who posted the content and/or take other reasonable steps to notify the user that Talentcall has received notice of an alleged violation of intellectual property rights or other content violation. The user may refute a claim by submitting a counter-notice as permitted in these procedures. Any counter-notice submitted may be provided to the complainant with the user’s contact information. Our policies and procedures for removing or disabling access to content alleged to be infringing, inaccurate or otherwise unlawful are and remain at our sole discretion. It is also our policy, in appropriate circumstances and in our discretion, to disable and/or terminate the accounts of users, or groups as the case may be, who may infringe or repeatedly infringe the intellectual property rights of others, or who otherwise post inaccurate or unlawful content.

Please note that any notice or counter-notice submitted must be truthful and must be submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may therefore want to seek the advice of legal counsel before submitting a notice or a counter-notice.

Notice of Copyright Infringement

Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512), Talentcall has implemented procedures for receiving written notification of claimed infringements. Talentcall has also designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, you may complete and submit a written communication which contains:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

2. A description of the copyrighted work that you claim has been infringed;

3. A description specifying the location on our Website of the material that you claim is infringing;

4. Your telephone number and e-mail address;

5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

6. A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

 

Please submit your notice to Talentcall’s Copyright Agent as follows:

By E-mail at:

info@talentcall.com

By Mail at:

Talentcall, Inc.

ATTN: Copyright Agent

5400 Centerview Dr., Suite 200, Raleigh, NC 27606

USA

 

Counter-Notice

If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a Counter-Notice, pursuant to Sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. You must provide a written communication which contains:

1. Your physical or electronic signature;

2. Identification of the material removed or to which access has been disabled;

3. A statement under penalty of perjury that you have a good faith belief that removal or disablement of the material was a mistake or that the material was misidentified;

4. Your name and telephone number, and a statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in the Eastern District of Pennsylvania, if your address is located outside the United States, and that you will accept service of process from the Complainant submitting the notice or his/her authorized agent.

Please submit your Counter-Notice to Talentcall’s Copyright Agent via email or mail to the addresses specified above.