The following are the terms and conditions (the “Terms and Conditions”) applicable to your use of the web site http://www.TalentAnalytics.com (the “Site”) and the services of Talent Analytics, Corp. (“Talent Analytics”). By accessing the Site, you accept and agree to be bound by these Terms and Conditions. If you do not accept any of the following Terms or Conditions, do not use the Site. In the event that you are also a client of Talent Analytics and are accessing services through the Site which are the subject of a written agreement between you and Talent Analytics (a “Client Agreement”), your use of such services also shall be subject to the terms and conditions of the Client Agreement notwithstanding anything to the contrary contained in these Terms and Conditions.
You acknowledge and agree that all web-based instrument response forms (the “Assessments”), reports, text, articles, images, software and templates (including but not limited to Talent Analytics’ proprietary online report compilation system (“Talent Analytics Advisor™”)), photographs, graphics, illustrations, artwork, video, audio, names, logos, trademarks, service marks, and other material on the Site and the methodology included in Talent Analytics’ services and any derivative works developed therefrom (collectively, the “Intellectual Property”), is protected by copyright, trademark, and other laws. Unless permitted under a Client Agreement, you may not sell or modify the Intellectual Property or reproduce, display, publicly perform, distribute, or otherwise use the Intellectual Property in any way for any public or commercial purpose without the written permission of Talent Analytics. You acknowledge and agree that you are responsible for all employment decisions and that your use of Talent Analytics’ Assessments, services or Talent Analytics Advisor™ shall not constitute the sole basis for any hiring or the making of any other employment decisions by you and that such decisions shall be based on your own criteria consistent with your policies and practices and in compliance with applicable local, State and Federal law. You agree that in the event you access Talent Analytics Advisor™ through this Site or otherwise, you will not rely solely on the Talent Analytics Advisor™ report in making any decision but will review the Assessment reports from which the Talent Analytics Advisor™ report was complied. You agree that if you violate any of these Terms and Conditions, your permission to use the Intellectual Property automatically terminates and you must immediately destroy any copies you have made of the Intellectual Property.
Intellectual Property Ownership
You agree that all right, title and interest in and to Intellectual Property shall be and remain the sole property of Talent Analytics or its licensors. You shall not be an owner of any copies of the Intellectual Property, including but not limited to, the Assessments or Talent Analytics Advisor,™ but rather, such Intellectual Property is licensed, pursuant to and subject to the limitations of these Terms and Conditions and the Client Agreement, as applicable, to use such copies. The rights granted herein are restricted as follows: you shall not, and shall not allow others to (i) reverse engineer, disassemble, decompile, or attempt to reconstruct, identify or discover or otherwise derive the source code, underlying ideas, underlying user interface techniques or algorithms of the Intellectual Property, including but not limited to, the Assessments or Talent Analytics Advisor,™ by any means whatsoever or disclose any of the foregoing; (ii) copy or sublicense or use Intellectual Property, including but not limited to, the Assessments or Talent Analytics Advisor,™ for commercial time-sharing, rental or service bureau use except as permitted in a Client Agreement; (iii) remove any copyright notice from or copy, modify, distribute, or publish any Intellectual Property, including but not limited to, the Assessments or Talent Analytics Advisor™; or (iv) reproduce or otherwise use the trademarks, service marks or trade names of Talent Analytics or its licensors without the written consent of Talent Analytics. Any rights not expressly granted herein shall be reserved for Talent Analytics and its licensors.
You may only use this Site for lawful purposes. You must not under any circumstances seek to undermine the security of the Site or any information submitted to or available through it. In particular, but without limitation, you must not seek to access, alter or delete any information to which you do not have authorized access, seek to overload the system via spamming or flooding, take any action or use any device, routine or software to crash, delay, damage or otherwise interfere with the operation of this Site.
“Talent Analytics”, Balanced Hiring Scorecard®”, “Performance Style and Ambitions®”, “Team at a Glance®” and “Talent Analytics Advisor™” are trademarks of Talent Analytics. All other trademarks not owned by Talent Analytics that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Talent Analytics.
You acknowledge and agree that the Site and Intellectual Property are provided on an “as is” basis. Except as may be set forth in a Client Agreement, if applicable, Talent Analytics, its licensors, and its suppliers make no warranties or representations about the Intellectual Property or other services provided on or through the use of the Site or by Talent Analytics. Talent Analytics does not warrant that the Site will operate error-free or that the Site or its server will be free of computer viruses or other harmful items. If your use of the Site or the Intellectual Property results in the need for servicing or replacing equipment or data, Talent Analytics is not responsible and shall not be liable for those costs. Talent Analytics may, in its sole discretion, modify or revise the Terms and Conditions at any time by updating this web page. You are bound by any such modification or revision, and therefore, you should visit this page periodically to review the Terms and Conditions.
TALENT ANALYTICS, ITS LICENSORS, AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS. YOU ACKNOWLEDGE THAT THE CONTENT ON THE SITE IS PROVIDED “AS-IS” AND TALENT ANALYTICS MAKES NO WARRANTY THAT THE SITE, INCLUDING BUT NOT LIMITED TO, THE ASSESSMENTS OR TALENT ANALYTICS ADVISOR™ WILL BE ACCESSIBLE WITHOUT INTERRUPTION. SOME OF THE CONTENT ON THE SITE IS PROVIDED BY THIRD PARTIES AND TALENT ANALYTICS SHALL NOT BE HELD RESPONSIBLE FOR CONTENT SUPPLIED BY ANY SUCH THIRD PARTY.
Limitation of Liability
Your use of the Site is at your own risk. If you are dissatisfied with any of the Intellectual Property or other materials on the Site or with these Terms and Conditions, or other policies or terms applicable to Talent Analytics with respect to this Site, your sole remedy is to discontinue use of the Site.
IN NO EVENT SHALL TALENT ANALYTICS, ITS LICENSORS, OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTIAL, CONSEQUENTIAL, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, EXEMPLARY OR LOST PROFITS) RESULTING FROM THE USE OR INABILITY TO USE THE SITE OR THE INTELLECTUAL PROPERTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TALENT ANALYTICS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify, and hold harmless Talent Analytics, its officers, directors, independent contractors, employees and agents, from and against any claims, actions, or demands, including without limitation reasonable legal fees, alleging or resulting from your use of the Site, including but not limited to, the Intellectual Property, or your breach of These Terms and Conditions.
Copyright Infringement and Designated Copyright Agent
Talent Analytics may, in appropriate circumstances and at its discretion, remove, or disable access to, material on the Site that infringes the rights of others. If you believe that your work has been used on the Site in a manner that constitutes copyright infringement, please provide Talent Analytics with a written notice that includes the following information:
- an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
- a description of where the material that you claim is infringing is located on the Web site;
- identification of the copyrighted work claimed to have been infringed;
- your address, telephone number, and e-mail address;
- 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;
- a statement by you, 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.
Links to Third Party Sites
The Site may contain links to Web sites that are maintained by others. These links are provided solely as a convenience to you and not as an endorsement by Talent Analytics of the contents on such third-party Web sites. Talent Analytics is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party Web sites. If you decide to access linked third-party Web sites, you do so at your own risk.
You agree that by using this Site you are agreeing that any dispute or claim concerning or arising from this Site shall be determined in accordance with the law the United States of America, the courts of the Commonwealth of Massachusetts shall have exclusive jurisdiction in determining such disputes or claims and you accept and submit to the jurisdiction of such court in any such proceeding or action, and irrevocably waive, to the fullest extent permitted by law, any objection which you may now or hereafter have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum. The use of the Site and any agreements entered into through the Site are to be governed by and construed in accordance with Massachusetts law. Talent Analytics makes no claims that the Intellectual Property may be downloaded outside of the United States. If you access the Site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
If any provision of the Terms and Conditions is held to be invalid by a court of competent jurisdiction, such invalidity shall not affect the validity of the remaining provisions, which shall remain in full force and effect. No waiver of any Term of Condition shall be deemed a further or continuing waiver of such term or any other term. Any changes to the terms and Conditions must be made in writing, and either signed by an authorized representative of or posted to the Site by Talent Analytics.