Date of Last Revision: March 1, 2013
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.
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 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:
(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.
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.
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.
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
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.
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.
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.
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.
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.
(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.
(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. 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:
By Mail at:
ATTN: Copyright Agent
5400 Centerview Dr., Suite 200, Raleigh, NC 27606
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.