These Terms of Service ("Agreement") constitute a binding legal agreement between you and TalentSpring, Inc. regarding your use of the TalentSpring website and any service provided via the website ("Service"). Please read this Agreement carefully. By registering for or using the Service, you accept this Agreement and any modifications that may be made to the Agreement from time to time, whether you are acting on your own behalf or, in the case of a recruiter, on behalf of a third party employer to whom you are providing recruiting services. You further agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the Service will be bound by, and will abide by, the terms and conditions in this Agreement. If you do not agree to any provision of this Agreement, you should not use the Service.

BEFORE YOU CLICK ON THE "I AGREE" BUTTON, CAREFULLY READ THE TERMS OF THIS AGREEMENT. BY CLICKING ON THE "I ACCEPT AND AGREE" BUTTON, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK THE "DECLINE" BUTTON.

The terms "you," "your," and "yours" refer to you, the job candidate, recruiter, site visitor, manager, employee, or employer using the Service. The terms "TalentSpring," "we," "us," and "our" refer to TalentSpring, Inc.

Visitors to the TalentSpring website may, without registering for an account, browse the pages of the site, including browsing the resumes of candidates who have indicated that their resumes may be accessed by anyone.

Registered users of the Service may use the Service in the following ways:

- Prospective job candidates may obtain a Merit Rank(TM) and advertise themselves to prospective employers by submitting a resume ("Resume"), a user profile, and the attributes of a job they are seeking. This is a free Service.

- Recruiters or prospective employers may submit a specific available job posting ("Job Posting") and search Resumes for eligible candidates. A Merit Rank is also provided to each Job Posting, recruiter, and employer. Job Posting is a free Service, and TalentSpring offers varying levels of Resume-searching as fee-based Services, as further described on the TalentSpring website.

WE DO NOT FACT-CHECK RESUMES OR JOB POSTINGS AND HAVE NO WAY OF INDEPENDENTLY VERIFYING THE ACCURACY OF INFORMATION OR IDENTITY GIVEN TO US BY ANY USER. YOU SHOULD ALWAYS BE CAUTIOUS ABOUT GIVING PERSONAL INFORMATION TO STRANGERS OR POSTING IT IN A PUBLIC PLACE WHERE SUCH INFORMATION COULD BE USED TO HARM, HARASS OR OTHERWISE BE USED AGAINST YOU.

You must be 18 years of age or older to use the Service. Use of the Service is void where prohibited. You represent and warrant that the profile information you submit is true and accurate and that you are 18 years of age or older and are fully able and competent to enter into, and abide by the terms of this Agreement. The Service is not intended for those under the age of 18.

You must register for and maintain a TalentSpring account to use any Service. In order to enable certain services for employers, you must also enter a valid credit card number that is in your name, or that you are otherwise authorized to use. When registering for an account, submitting a Resume or Job Posting, or otherwise using a Service (including responding to any questions prompted by a Service), you must provide accurate, truthful, and complete information and promptly update this information to keep it current. If you provide any information that is inaccurate, untruthful, or incomplete, or we have reason to believe that the information is inaccurate, untruthful, or incomplete, we may suspend or terminate your account and your use of the Service.

You are solely responsible for all activities that occur through your account. You may not provide your username or password to anyone else, and you may not share use of an account with any other person or entity unless expressly allowed by the Service you selected. Please notify us immediately of any unauthorized use of your account or any other breach of security.

Once you have registered for a TalentSpring account, you may upload your Resume or Job Posting, request a Merit Rank, see the resumes of other members, and apply for specific employment opportunities and promotions. You must not register for more than one TalentSpring account or upload to the Service a Resume or Job Posting that: (a) is false, misleading, unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive; (b) encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (c) breaches any duty toward or rights of any person or entity, including rights of publicity or privacy; (d) is on behalf of another candidate, recruiter, or employer unless expressly allowed by a form on the Service; (e) advertises any product or service, each as determined by TalentSpring in its sole discretion; or (f) advertises any temporary or contract position. For any Resume or Job Posting, you grant to TalentSpring a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use reproduce, distribute, prepare derivative works of, transmit, display, and perform the Resume or Job Posting on the Service. For any TalentSpring-provided content, such as a resume or job posting template, you are licensed to use such content solely in connection with your Resume or Job Posting on the Service.

TalentSpring reserves the right, in its sole discretion, to reject any Resume or Job Posting, or otherwise cancel any Merit Rank ranking or TalentSpring promotion, for any reason and at any time. You remain solely responsible for any errors or omissions in your Resume or Job Posting, and any liability arising out of your Resume or Job Posting, or failure to display the Resume or Job Posting.

Once TalentSpring, via input from its users, has calculated your Merit Rank (whether for your Resume or Job Posting, or for you as a recruiter or employer), you may communicate your Merit Rank to third parties if you: (a) use only the Merit Rank as provided by TalentSpring; and (b) use your Merit Rank only with the following attribution: "TalentSpring.com Merit Rank <insert score>".
TalentSpring does not control the content or user opinion input that results in a particular Merit Rank. However, TalentSpring reserves the right, in its sole discretion, to remove or adjust any Merit Rank that it determines to contain or be based upon inappropriate or illegal content, or that is in breach of any provision of this Agreement.

If you register for one or more Resume-searching Services, you will be charged the then-current fee for the specific Service selected by you at the time you register for that Service.

By registering for a TalentSpring fee-based Service, you authorize TalentSpring to charge the credit card identified by you (which you represent and warrant that you are authorized to use) all applicable fees for such Service, in United States dollars, including all applicable taxes, as described in this Agreement, at the intervals described on the TalentSpring website at the time you register for the Service.

If TalentSpring does not receive payment from your credit card provider or if your credit card expires or is rejected, you will pay all amounts due upon demand. You must notify TalentSpring about any billing problems or discrepancies within 90 days after they first appear on your credit card account statement. If you do not bring them to TalentSpring's attention within 90 days, you waive your right to dispute such problems or discrepancies. You are solely responsible for any and all fees charged to your credit card by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds, and over the credit limit fees. A late charge on any outstanding balances will be assessed at the lower of 1.5% or the maximum allowed by law for each month in which the balance remains unpaid. In the event of any failure by you to make payment, you will be responsible for all reasonable expenses (including attorneys' fees and costs paid to outside counsel and reimbursement for in-house counsel time at rate equal to counsel's then-current fully-allocated compensation and overhead) incurred by TalentSpring in collecting such amounts.

You may cancel a TalentSpring fee-based Service at any time via your TalentSpring account. If you are not satisfied with a fee-based Service, you are eligible to receive a refund of the amount you paid for a canceled or expired Service within 30 days of the date of your cancellation or the expiration of the applicable Service. To request a refund, you must contact Refund@TalentSpring.com within 30 days of the cancellation or expiration date of the applicable Service.

You may cancel your TalentSpring account at any time, as described in the "Termination" section below. Upon account cancellation, any fee-based Service that you are registered for at that time will also terminate, and you will not be eligible for a refund of any fee-based Service except as expressly provided in this Agreement.

You must comply with all applicable laws when using the Service. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit or enable anyone else to: (a) use any automated tool to use, access, or navigate the Service except via generally available third party search engines (not specific to recruiting or employment) and web browsers; (b) rent, lease, sublicense, or share your access to the Service to or with another person; (c) circumvent or disable any digital rights management, usage rules, or other security features of the Service or frame any information on any portion of the Service; (d) use the Service in a manner that threatens the integrity, performance, or availability of the Service; (e) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Service; (f) use the Service for any purpose other than seeking employment, career, and career networking information, or seeking to fill a Job Posting; (g) post any Job Posting for a position with any competitor of TalentSpring; (h) post any content that contains a link to any TalentSpring competitor's website; (i) upload a Job Posting contains any information that is irrelevant to the position, including hyperlinks, keywords, or "hidden" keywords; (j) post any Job Posting or other content that involves any franchise, pyramid scheme, "club membership," distributorship, or sales representative agency arrangement or other business opportunity that requires an up front or periodic payment or recruitment of other members, sub-distributors or sub-agents; (k) post any Job Posting that pays commissions only unless the Job Posting makes clear that the available job pays commission only and clearly describes the product or service that the job candidate would be selling; (l) send any unsolicited mail, email, or fax, or make any unsolicited phone call to a TalentSpring user; (m) decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way used in any Service; (n) copy, duplicate, or aggregate in any manner any content available on a Service (including any resume or Job Posting), unless expressly allowed by that specific Service; or (o) use a single TalentSpring account to provide job candidate-related services to more than one employer, agency, or recruiter, unless expressly allowed by your specific account.

TalentSpring reserves the right to modify or discontinue, temporarily or permanently, all or a part of the Service without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

Your account remains in effect unless you cancel it or unless TalentSpring terminates your account as provided by under this Agreement. A Job Posting remains in effect until the sooner of the end-date established by you or until the specific position is filled, unless you or TalentSpring cancel Job Posting as provided in this Agreement. Any fee-based Service you have purchased remains in effect for the duration of time selected by you at the time you purchased the Service, unless sooner terminated by either you or TalentSpring as provided in this Agreement. To terminate your TalentSpring account, from the Options menu please select "Close Account" and follow the instructions provided. Please email Support@TalentSpring.com if you have problems or concerns about closing your account. Termination of your account is your sole right and remedy with respect to any dispute with us regarding the Service or this Agreement. We may terminate your account at any time for any reason by providing you with notice in any reasonable manner, including via email and via notices posted on the Service. Your rights under this Agreement will terminate automatically if you breach any part of this Agreement.

Upon termination of this Agreement and closure of your TalentSpring account, any pending Services will be cancelled. You will remain liable for all obligations related to your account even after such account is closed. TalentSpring is not liable for any loss of your Resume, Job Posting, data, or any other information caused by any closure of your TalentSpring account.

We may collect registration and other information about you through the Service. Our collection and use of this information is governed by the TalentSpring Privacy Policy available at http://www.TalentSpring.com/Privacy-Policy/.

We, our affiliates, and our suppliers and licensors own all right, title, and interest, including all intellectual property rights, in and to the Service. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to you.

If you provide feedback to us regarding the Service ("Feedback"), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us perpetual and irrevocable license to use the Feedback for any purpose.

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TALENTSPRING EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICE, AND YOU RELY ON THE SERVICE AT YOUR OWN RISK. ANY RESUME, JOB POSTING, OR OTHER USER-SUPPLIED CONTENT TRANSMITTED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OF DATA THAT RESULTS FROM THE TRANSMISSION OF ANY MATERIAL THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TALENTSPRING OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

TALENTSPRING WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TALENTSPRING HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL TALENTSPRING'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF THE TOTAL AMOUNT PAID BY YOU TO TALENTSPRING FOR THE SERVICE GIVING RISE TO THE CLAIM, OR $50. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY TALENTSPRING TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER THIS AGREEMENT.

You will defend, indemnify and hold TalentSpring, and its subsidiaries, affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your Resume, Job Posting, or your use of the Service, your violation of this Agreement, or your violation of any rights of a third party through use of the Service.

We may occasionally update this Agreement. When we do, we will revise the "last updated" date on the Agreement, and you may view the most current version at http://www.TalentSpring.com/Terms-of-Use/. It is your responsibility to review the most recent version of the Agreement frequently and remain informed about any changes to it. By continuing to use your account or the Service, you consent to any updates to this Agreement. This version of the Agreement supersedes all earlier versions, and comprises the entire agreement between you and TalentSpring regarding the Service.

TalentSpring's failure to act in a particular circumstance does not waive its ability to act with respect to that circumstance or similar circumstances. TalentSpring will have no liability to you for any failure or delay in the performance of its obligations under this Agreement on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, internet outages, computer virus, acts of god, war, governmental action, or any other cause that is beyond TalentSpring's reasonable control.

By using the Service, you consent to receiving electronic communications from TalentSpring. These communications will include notices about your account and information concerning or related to the Service. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

This Agreement is governed by the laws of the State of Washington, excluding conflicts of law principles. Any legal actions against us must be commenced within one year after the claim arose. You irrevocably consent to the exclusive jurisdiction of the federal, state and local courts located in King County, Washington.

Any controversy or claim arising out of or relating to the Service or this Agreement will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in King County, Washington, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator shall be final and binding upon the parties without appeal or review except as permitted by Washington law. Notwithstanding the foregoing, either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party's rights or property pending the completion of arbitration.

TalentSpring respects the intellectual property rights of others, and asks you to do the same. It is the policy of TalentSpring to terminate the access privileges of those who repeatedly infringe the copyright rights of others. If you believe that your work has been posted on the Service in a way that constitutes copyright infringement, please contact TalentSpring at the address below and provide the following information: (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, and identification of the time(s) and date(s) the material that you claim is infringing was displayed on the Service; (3) your address, telephone number, and email address; (4) 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 (5) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
TalentSpring's designated agent for notice of copyright infringement can be reached at:

If you have any questions or concerns about this Agreement or the Service, or would like to report abuse of the Service, please send us a thorough description by email to Support@TalentSpring.com.