TERMS OF SERVICE AGREEMENT

Present TERMS OF SERVICE AGREEMENT (“TOS Agreement”) contains the general terms applied by The Talent Foundation LLC (principal place of business: 1570 W Armory Way Ste 101 #154, Seattle, WA 98119, represented by: Adam Kovacs, managing member) as PROVIDER (“Provider”) for the training SERVICE (“Service”) ordered by any natural, legal or any other entity as CUSTOMER (“Customer”). Customer and Provider are collectively referred to as the “Parties.”

1.      Relationship between Parties

The legal relationship between the Provider and the Customer is established with the acceptance of Service Details for in-person trainings, live webinars and workshops, or e-learning courses (“Events”). By accepting the Service Details, the Customer agrees to be bound by the TOS Agreement.

In performing its services, Provider acts in the capacity of an independent contractor, and nothing in this TOS Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one party and the other party's employees or agents. Provider will not represent itself as an employee, agent, or legal representative of Customer at any time for any purpose whatsoever, and Provider will not at any time have the authority to bind, incur any liability, or otherwise act on behalf of Customer.

The Parties may terminate this relationship at any time by mutual agreement.

Prior to receiving the Service fees, the Provider is entitled to reject training Service requests to any Customer(s) without giving reasons.

2.      Intellectual Property

Unless otherwise indicated, the Provider owns the copyright for the content (“Training Material”) presented during the Events.

When the Training Material is shared with the Customer, they are granted a non-exclusive, non-transferable, revocable license to use the Training Material. No Training Material may be copied, reproduced, uploaded, posted, displayed or linked to in any way, in whole or in part, without the Provider’s prior permission. Any such use is strictly prohibited and will constitute an infringement of the Provider’s intellectual property rights.

If Customer seeks to reproduce or otherwise use the content in any way, it’s Customer’s responsibility to obtain approval for such use where necessary.  Any breach of copyright may lead to legal action.

By accepting present TOS Agreement, the Customer acknowledges that it and it’s delegates may be included in the sound and/or video recordings, video materials and images made by or on behalf of the Provider at the event(s). The Provider is free to use, publicly display the images, video recordings and audio materials containing their possible participation, and the Customer may not make any financial claims or complaints in this connection.

3.      Provider’s rights and obligations

Provider reserves the right to remove any participant (Customer or delegate(s) of Customer) from a training event whose behavior is deemed inappropriate by Provider or its trainers. In these circumstances, Provider will neither refund any fees nor reimburse any other costs.

All event terms, conditions and agreements also apply to online webinars, workshops, video presentations and trainings.

The Provider may send feedback request(s) in the form of a satisfaction and event evaluation survey to some or all event participants. The Provider is free to use the results of these surveys to improve its service offerings, and create customer case studies. Provider is free to use and publicly display these case studies in the form of text, images, video recordings and audio materials, and the Customer may not make any financial claims or complaints in this connection. Without the Customer’s prior permission and approval, the Provider will not publicly list, use, or display in these case studies the Customer’s corporate identity, trademarks and any of its materials that are protected by copyright and/or are part of Customer’s intellectual property (for example, brand name and/or logo).

After the completion of training event(s), the Provider may send customer testimonial requests to event participants (Customer or delegate(s) of Customer). The Provider is free to use, publicly display these testimonials in the form of text, images, video recordings and audio materials, and the Customer may not make any financial claims or complaints in this connection. Without the Customer’s prior permission and approval, the Provider will not publicly list, use, or display in these testimonials the Customer’s corporate identity, trademarks and any of its materials that are protected by copyright and/or are part of Customer’s intellectual property (for example, brand name and/or logo).

The Provider reserves the right that if an invited guest speaker does not appear on the day of the event for any reason, the Provider will seek a solution to hold the scheduled event in another way. If the events are held by changing the identity of the speaker or by some other individual solution, the Provider cannot be obliged to refund the fee of the service.

The Provider presents real recruitment searches in the training events, which contain the data of existing natural persons. The Provider declares that according to this TOS Agreement, the Customer may not record, use, utilize or store this data in any way.

4.      Customer’s rights and obligations

The Customer (or the event participants delegated by them) is entitled to participate in the paid event and training and is entitled to use the described services. The Customer is entitled to use the information and experience and knowledge gained at the events, trainings for its own purposes.

5.      Technical requirements for participation in live webinars

Web-event participation may require participants to configure their software settings on their device upon first use, or require to download additional software to their device. When taking part in a live training event (webinar, workshop, face-to-face), each participant (Customer or participants delegated by Customer) must meet the minimum requirements (internet connection, current browser version, download a program from the webinar platform if necessary, speakers or headset) and test these before the webinar.

Failure to meet the technical requirements for which the participant is responsible does not release the Customer from the contractual obligation to pay. In so far as a participant does not report any technical problems during a webinar and no such notifications are evident from the recording either, participation shall be considered to have taken place.

If training events are offered permanently as a recording, the Provider points out that it may not be possible to access the course e.g. due to maintenance or force majeure.

6.      Event details and delivery

During the training event(s) (including the presented content) Provider may share links to other websites over which the Provider has no control. The Provider makes no representations about the accuracy of the information contained on those websites. Provider is not liable for the content on those websites.

In case of online event(s), the webinar recording(s) will be emailed out within 20 days following the live webinar. To protect the privacy of individuals that got surfaced in searches performed during hands-on workshops, the content of the workshops will not be recorded and/or distributed.

Provider will provide to the Customer digital materials (“Program Materials”) for their personal use. These materials will be emailed to the participants within 7 days after the completion of the live event(s).

During the time period in which the event(s) are being held, and for thirty (30) days after the completion of the training event(s), the Provider will be available for reasonable requests to the main point of contact (“POC”) appointed by the Customer via email, Monday through Friday, 11 am to 5 pm PST, and will respond to emails during that period of availability within two (2) business days. Barring Provider’s inability to respond to within that time period, in which case Provider will make every effort to inform the POC why Provider is unable to respond within two (2) business days.

7.      Subcontracts

The Customer acknowledges that the Provider is entitled to use the assistance of a subcontractor(s) during the performance of the service. As a subcontractor, the Provider may involve another instructor in the training event(s). The Customer agrees that the Provider will transfer their data relevant to the delivery of the training event(s). This data can be but not limited to the participants contact details used to sign up to the event, learning needs survey results, program materials and any additional information provided by the Customer in the support of the delivery of the training event(s).

8.      Cancelations

Customer must notify the Provider by email that they wish to cancel a training event(s) not less than 30 days before the scheduled date of the first training event. If by the time of cancelation Customer already paid the Service fees, they will be entitled to a 50% refund. Refunds will be processed via bank transfer to the original payer within 45 days of receiving Customer’s request. If the Customer withdraws for any reason less than 30 days before the start date of a course, no refund will be issued but the Customer or its delegates may transfer their place in the training event(s) to a substitute. Substitutions should be notified to Provider at least two (2) business days prior to the event start date. If a participant (Customer or any of its delegate(s)) fails to attend the training event that they were confirmed for by the Customer’s POC, without giving prior notice to Provider, Provider will not refund any related Service fees and Provider has the right to reject a transfer request to a substitute.

Any request to cancel or transfer participation needs to be made in writing (email), and sent to: training@thetalentfoundation.com

The Provider reserves the right to cancel any training event due to insufficient enrollment by providing notice to Customer at least 7 calendar days prior to the scheduled event date. In the event of cancellation by Provider, Customer may elect to receive a full refund of the already paid Service fees or can opt to use as credit toward alternative or future training event(s). If a training event is canceled by Provider due to any Force Majeure Event, the Customer is entitled to request the relevant Service fees to be used as credit toward alternative or future training event(s).

9.      Payment terms

Provider will invoice Customer at the date of acceptance of the Service Details or on the day of the first paid training event. 100% of the undisputed service fees are due fifteen (Net15) calendar days from the billing date. If the service fee has not been paid by the due date, the warranty, Provider availability, and Training Material terms detailed in this TOS Agreement will be voided.

Invoices not paid when due bear interest from the invoice date until paid at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less. If any payment due is collected at law or through an attorney-at-law, or under advice therefrom, or through a collection agency, the Customer agrees to pay all reasonable costs of collection, including, without limitation, all court costs and reasonable attorney fees.

The amount paid to the Provider will be refunded to the Customer if the cancelation terms are met, or if the Provider is unable to perform the Service due to a reason arising in its own area of interest or if the Provider cancels the training event without reasonable efforts to reschedule.

10.   Warranty

Provider ensures that all its training services are delivered diligently and in a good, workmanlike, timely and professional manner consistent with industry standards. The training services will be performed as described in the Service Details. Provider will provide trainers to present the Training Materials as it, in its sole discretion, deems fit, and Provider shall be entitled at any time to substitute any trainer with any other person who, in Provider’s sole discretion, it deems suitably qualified to present the relevant Training Materials.

Provider does not warrant that the provision of any content online will always be available or be uninterrupted, timely or error free, that defects will be corrected or that such content is secure or free from bugs, viruses, errors and omissions.

11.   Confidentiality

Except as otherwise set forth in the TOS Agreement, each party may disclose to the other party certain confidential information under this TOS Agreement.. Each party agrees that all code, inventions, know-how, business, technical and financial information or any information specifically designated as confidential or that could be understood to be confidential or proprietary by a reasonable person disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”) Provider’s technology, service pricing, any commercial terms of this TOS Agreement and any performance information relating to the products shall be deemed Confidential Information of Provider without any marking or further designation. Except as expressly authorized herein, the Receiving Party will use (and will ensure that its employees, Affiliates, agents, contractors and any approved third parties use) reasonable efforts (which shall be no less than the efforts used to protect its own confidential information of a similar nature) to prevent the disclosure of any Disclosing Party's Confidential Information for any purpose other than providing the training contemplated by the TOS Agreement unless authorized by the Disclosing Party. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).

12.   Limitation of liability

Force majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under these Terms & Conditions (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency each a Force Majeure Event

To the fullest extent allowed by law, Provider is not liable and does not accept responsibility for any losses or damages caused by or resulting from Customer’s (or its delegate’s) purchase of or participation in training event(s), or their use of event materials and/or content. By participating in the training event(s) and using its materials and content, Customer agrees that they are solely responsible for any results derived from said participation and use. Customer assumes any and all risks. The Customer agrees that Provider is not liable for any direct, indirect, consequential, punitive, or any other damages, arising out of your purchase of or participation in any training event(s) and your use of Program materials and/or Content, even if Provider has been advised of the possibility of such damages. Customer understands and agrees that Provider does not make any representations or guarantees as to any possible business outcome, or benefits that may be derived directly or indirectly from Customer’s participation in the training event(s).

13.   Disclaimers

The Provider reserves the right to deviate from these TOS Agreement in favor of the Customer.

Program Materials and the content of training event(s) are not business, financial, or legal advice, and should not be construed or relied on as such. The information provided during the training event(s) is intended only for educational purposes

14.   Governing Law

This TOS Agreement shall be deemed to have been made and executed in the State of Washington and shall be governed by the laws of the State of Washington, without giving effect to the principles of conflicts of law of such state, and shall be binding upon the parties hereto in the United States and worldwide. In the event of any dispute between the parties under this Agreement, any claims or legal actions by one party against the other arising under this Agreement or concerning any rights under this Agreement shall be commenced and maintained in any state or federal court located in the King County, Washington. Both parties hereby submit to the jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS TOS AGREEMENT.