Terms & Conditions

Oct 31, 2017
End user license agreement

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU ("you") AND TEAM2VENTURE GMBH, A MEMBER OF THE RANDSTAD GROUP ("Licensor"). BEFORE DOWNLOADING, ACCESSING, OR USING ANY PART OF THE TWAGO WEB-BASED FREELANCE MANAGEMENT SYSTEM SOFTWARE PLATFORM ("Talent Connect"), YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS END USER LICENSE AGREEMENT (this "EULA") AS THEY GOVERN YOUR ACCESS TO AND USE OF TALENT CONNECT AND ANY RELATED DOCUMENTATION ("Documentation"). LICENSOR IS WILLING TO LICENSE AND ALLOW THE USE OF TALENT CONNECT ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EULA. IF YOU DO NOT AGREE WITH THIS EULA, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE TALENT CONNECT. LICENSOR RESERVES THE RIGHT TO MODIFY, TO AMEND OR TO REDRAFT THIS EULA AT ANY TIME IN ITS SOLE DISCRETION.

1. Introduction. Talent Connect facilitates the matching of clients ("Clients") needing services with contractors who offer services. Licensor does not itself act as an intermediary for any negotiations or agreements between Clients and freelancers/contractors. Any engagement by a Client for your services is the subject of a separate agreement or agreements between such Client and you (or among the Client, you and a third party) and will not involve Licensor.

2. Contracting and Commercial Conditions. You will not be charged an entrance fee for the use of Talent Connect. If your application is selected by a Client to fulfil an open order, the commercial terms and conditions of your engagement will be the subject of a separate agreement between you and such Client.

3. Grant of Limited License. Licensor hereby grants you a personal, temporary, revocable, royalty-free, nonexclusive, non- sub-licensable and non-transferable license to use Talent Connect and the Documentation solely in connection with your potential engagement to fill a Clients open orders, conditioned on and subject to your continued compliance with the terms, conditions and restrictions set forth in this EULA. This is a limited license. All other rights and ownership with respect to Talent Connect (including without limitation copyrights) reside with Licensor. Accordingly, you expressly acknowledge and agree that Licensor transfers no ownership or intellectual property interest or title in and to Talent Connect to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and Documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through Talent Connect, unless otherwise indicated, are owned, controlled, and licensed by Licensor and its successors and assigns and are protected by law, including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Licensor does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of Talent Connect may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. Talent Connect, Licensor, the twago logo, and all other names, logos, and icons identifying Licensor and its programs, products, and services are proprietary trademarks of Licensor, and any use of such marks, including, without limitation, as domain names, without the express written permission of Licensor is strictly prohibited. Clients service and entity names mentioned on Talent Connect may be the trademarks and/or service marks of their respective owners.

4. Registration.

• In order to use Talent Connect, you must complete the online registration process and use the activation link in the verification e-mail sent to you by Licensor. With your registration, you attest that you are a natural person at least 18 years old and legally competent. You represent and warrant that all of the information you provide in connection with the registration is truthful, accurate and complete.

• You will be required to provide a current e-mail address during registration. You acknowledge and agree that all notices from Licensor will be sent to the e-mail address you provide, and that it is your responsibility to monitor such address. In the event of any change to your e-mail address, you agree to update your account information without delay.

5. Account and User Profile.

• Upon a successful registration you will be provided with an account, within which you can create your own profile.

• You are limited to one account under this EULA. Your account and user profile are protected by a user name and a password (hereinafter referred to as "login information") which are determined during the registration process. You must keep your login information confidential and you may not share such information with others. You must ensure that your login information is not accessible to third parties. In case of loss of the login information, or in case of suspicion that a third party has knowledge of the information or is making use of your account, you are obliged to inform Licensor about this immediately and to change your login information.

• You represent and warrant that all information you provide in connection with your account and your user profile is accurate and complete, and contains no misrepresentations as to your skills, competencies, experience, education or employment history. You agree to keep your user profile up-to-date and promptly correct any information that is or becomes untrue or misleading.

• Your account and user profile are personal to you and cannot be transferred to a third party under any circumstances.

6. Use of the Platform.

• You agree that at all times in using Talent Connect you will comply with all applicable laws and regulations, especially criminal law, competition law, trademark law, copyright law, personal rights, data protection law and laws concerning the protection of young persons, and you agree not to violate the rights of any third party when using this platform. This EULA is also expressly made subject to any applicable export laws, orders, restrictions or regulations.

• By downloading, accessing or using Talent Connect in order to view Client information or materials or submit information of any kind, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on Talent Connect, including without limitation, when you provide information in connection with the registration process. You may not use Talent Connect to send messages with advertising content (especially spam messages) without the consent of the recipient. In the event that content you post contains hyperlinks to pages of third parties, you shall ensure that you have proper authorization to use the hyperlinks and that the website to which the link is established.

• Talent Connect is dependent on the fact that solely genuine bids and offers are posted. Therefore you should only apply for or indicate interest in projects and positions for which you have a genuine interest and a good faith belief that your background and experience are appropriate.

7. Restrictions on Use. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any data provided by Licensor or Clients through Talent Connect in any manner not expressly permitted by this EULA. In addition, you may not, and may not knowingly permit others to: (a) modify Talent Connect, (b) decompile, reverse-engineer, disassemble, or otherwise attempt, directly or indirectly, to obtain or create source code for Talent Connect, (c) introduce viruses, worms, robots, scripts, macros or harmful code of any kind within Talent Connect, (d) remove or alter any proprietary notices or labels, or (e) manipulate, impair and/or excessively strain the operation of the online platform, its underlying technical infrastructure or its functions. You may not, and may not knowingly permit others to: (a) lease, license, sublicense, transfer, or assign any of your rights under this EULA; (b) sell, rent, or distribute Talent Connect, including allowing others to access Talent Connect using your account; or (c) copy, duplicate, make any derivative work(s) of, or otherwise reproduce all or any part of Talent Connect or Documentation. Any breach of the foregoing is a material breach of this EULA that is incapable of cure.

8. Data Within the Platform.

• Licensor retains ownership of your login information for Talent Connect. You retain ownership of any data you enter into the platform with respect to your user account and profile ("User Data"). You hereby grant Licensor a permanent, irrevocable, royalty-free, nonexclusive, sub-licensable and transferable license to use your User Data in connection with the offering of services by Licensor or its affiliates to Clients. As noted above, you also agree that Licensor may share User Data with Clients.

• You are responsible for maintaining your own copies of any User Data. Licensor reserves the right to delete User Data at any time, and makes no warranty or promise as to the retention of User Data for any particular length of time.

• You are responsible for all User Data you entered into Talent Connect. Licensor is authorized to block the access to or delete certain contents at any given time for any reason. This is particularly applicable in case of suspected violation of the EULA, applicable laws or rights of third parties, or if projects are completely finalized. You agree to indemnify and hold harmless Licensor from any claims arising from your User Data, including without limitation claims that your User Data violates applicable law or infringes the rights of third parties.

9. Use and Protection of Your Data.Talent Connect will process your personal data in accordance with the Privacy Policy and Consent on Data Use (https://talentconnect.talent-pool.com/privacy) as agreed upon under this EULA and as published on our website. Under this EULA your personal data may be shared with Clients.

10. Confidentiality. You agree to keep strictly confidential, and not to disclose to any third party (other than on a need-to-know basis to a party subject to an obligation to maintain the confidentiality of the information, such as your legal counsel), any confidential or proprietary Client or Licensor information to which you are exposed in your use of Talent Connect ("Confidential Information"). You further agree to use Confidential Information solely for the purposes described in this EULA. Confidential Information includes, without limitation, any information that is marked as confidential or that could reasonably be expected to be considered confidential, including without limitation information about open orders, fees, and login information. Confidential Information hereunder does not include information that you can clearly establish: (i) is in the public domain (unless such information is public as a result of a breach by you), (ii) was disclosed to you by a third party that is not subject to confidentiality obligations or (iii) was known to you prior to your first access to Talent Connect. If you believe you are required by an applicable law, regulation or court order to disclose Confidential Information, you will first provide notice to Licensor and cooperate with Licensors efforts to limit such disclosure or obtain confidential treatment of such disclosure.

11. Disclaimers of Warranties.• You acknowledge that Licensor makes no warranties to you regarding Talent Connect, except as specifically set forth in the "Use and Protection of Your Data" section above.

• Licensor takes no responsibility for any failure of use or suitability of Talent Connect caused by the data you input, or by your failure to enter data properly.

• While Licensor endeavors to provide reliable information, services, programs, software and materials, Talent Connect is provided on an "AS IS" and "AS AVAILABLE" basis and may include errors, omissions, or other inaccuracies. You assume the sole risk of making use of Talent Connect.

• Licensor makes no representations or warranties about the results that can be achieved from or the suitability, completeness, timeliness, reliability, legality or accuracy of Talent Connect for any purpose and expressly disclaims all warranties, express, implied, arising from course of dealing or usage of trade, or statutory, as to any software or documentation provided hereunder, or any matter whatsoever. The parties disclaim all implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, title, and non-infringement.

• Licensor makes no warranty: (i) with respect to Talent Connects availability, (ii) that Talent Connect will meet any requirements not specifically set forth herein, (iii) that the operation of Talent Connect will be uninterrupted or error-free, (iv) that any downloadable files or information will be free of viruses or contamination or destructive features, or (v) that all errors will be corrected.

• Licensor makes no warranty as to the completeness or correctness of any list or set of Client opportunities that you are shown within Talent Connect. Licensor makes no warranty as to whether you will obtain any customer engagements through use of Talent Connect, or as to the quality of such engagements. Specifically, Licensor does not guarantee that any Client will ask to engage you, either directly or indirectly, and Licensor has no liability or responsibility to you whatsoever for any Clients decision to engage or not engage your otherwise terminate any engagement with you. Licensor disclaims any responsibility for acts or omissions of Clients.

• Licensor makes no representations or warranties as to the suitability or financial wherewithal of any Client.

• No statement by any Licensor employee or agent, orally or in writing, will serve to create any warranty or obligation not set forth herein or to otherwise modify this EULA in any way.

12. Copyright Infringement – Platform. Licensor shall defend or, at its sole option, settle, at its own expense any suit, action, or proceeding brought in a court of competent jurisdiction against you by a third party to the extent it is based on a claim that Talent Connect infringes any copyright or trade secret arising under the laws of any jurisdiction (an "IP Action"), and Licensor shall pay damages finally awarded against you in such IP Action, or those monetary damages agreed to by Licensor and the claimant in a monetary settlement of such IP Action, in either case subject to the limitations on liability stated herein; provided that Licensor will be relieved of the foregoing obligations unless you: (a) give Licensor and any applicable Clients prompt written notice of each such claim; (b) tender to Licensor sole control of the defense or settlement of each such IP Action; and (c) cooperate with Licensor in defending or settling each such IP Action. If Licensor receives notice of an allegation that Talent Connect infringes or misappropriates a third partys intellectual property rights, or if your use of Talent Connect is prohibited by permanent injunction of a court of competent jurisdiction as a result of such an infringement or misappropriation, Licensor may, at its sole option and expense: (i) procure the right to continue using Talent Connect as provided hereunder; (ii) modify Talent Connect so that it is no longer infringing; (iii) replace Talent Connect with other software of equal or superior functional capability; or (iv) terminate this EULA.

13. Term and Termination.

• This EULA and your right to use Talent Connect will take effect at the moment you click "I ACCEPT" or you install, access, or use Talent Connect and is effective until terminated as set forth below.

• Licensor reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this EULA, to deny your access to Talent Connect or to any portion thereof in order to protect its name and goodwill, its business, and/or other authorized users, and this EULA will also terminate automatically if you fail to comply with this EULA, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this EULA at any time by ceasing to use Talent Connect, but all applicable provisions of this EULA will survive termination, as identified below.

• Upon any termination, (i) all licenses granted to you under this EULA will immediately terminate; (ii) you shall immediately cease using Talent Connect and Documentation; and (iii) you must promptly return or destroy all copies of Documentation. The destruction requirement applies to copies in all forms, partial and complete, in all types of media and computer memory, and whether or not modified or merged into other materials.

• The provisions concerning Licensors proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this EULA for any reason. Termination of this EULA will not limit Licensor from pursuing any other remedies that may be available, including injunctive relief.

14.Indemnity. You agree to defend, indemnify, and hold harmless each of Licensor, Clients, their respective affiliates, and their and their respective affiliates employees, agents, directors, officers, shareholders, attorneys, successors and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys fees and litigation expenses) relating to or arising from any breach by you of this EULA.

15. Injunctive Relief. You acknowledge that any breach, threatened or actual, of this EULA will cause irreparable injury to Licensor, such injury would not be quantifiable in monetary damages, and Licensor would not have an adequate remedy at law. You therefore agree that Licensor shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this EULA. Accordingly, you hereby waive any requirement that Licensor post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Licensor to enforce any provision of this EULA.

16. Limitation of Liability. You expressly absolve and release Licensor from any claims of harm from a cause beyond Licensors control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connective problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions. MOREOVER, IN NO EVENT SHALL LICENSOR UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, SAVINGS, REVENUE, OR USE, DAMAGED OR LOST FILES OR DATA, OR BUSINESS INTERRUPTION) THAT MAY ARISE IN CONNECTION WITH THIS EULA, THE USE OR SUPPORT OF TALENT CONNECT, OR ANY MATTER WHATSOEVER, REGARDLESS OF THE CAUSE OF ACTION OR CHARACTERIZATION OF THE DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The aggregate liability of Licensor to you arising out of or relating to this EULA and the use or support of Talent Connect, regardless of the cause of action or characterization of the damages, including without limitation Licensors indemnification obligations hereunder, shall not exceed fifty dollars ($50.00). The foregoing limitations of liability will survive and apply notwithstanding the failure of essential purpose of any remedies specified herein.

17. Feedback and Submissions. Licensor welcomes your feedback and suggestions about Talent Connect. By transmitting any suggestions, information, material or other content (collectively, "feedback") to Licensor, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights or trademark rights) and that you have all rights necessary to convey to Licensor and enable Licensor to use such feedback. In addition, any feedback received through Talent Connect will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Licensor to adopt. Publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act of such feedback, without additional approval or consideration, in any form, media or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.

18. Governing Law and Jurisdiction. . The laws of the State of Delaware shall apply to this EULA, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA. Any action brought with respect to this EULA may only be brought in a federal or state court of competent jurisdiction located in Delaware and you hereby consent to personal jurisdiction and venue in such court. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this EULA and acknowledge that either party may seek attorneys fees in any proceeding. Any claim you might have against Licensor must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this EULA and is hereby disclaimed. A printed version of this EULA and of any related notice given in electronic form shall be admissible in judicial and administrative proceedings based upon or relating to this EULA to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

19. Miscellaneous.

• The parties agree that this EULA is for the benefit of the parties hereto as well as the Clients. Accordingly, this EULA is personal to you, and you may not assign your rights or obligations to any other person or entity without Licensors prior written consent.

• Licensor has the right to transfer this EULA, and all of Licensors rights and obligations included herein, in connection with any sale, transfer or license of Talent Connect to a third party.

• Failure by Licensor to insist on strict performance of any of the terms and conditions of this EULA will not operate as a waiver by Licensor of that or any subsequent default or failure of performance.

• If any provision (or part thereof) contained in this EULA is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.

• No joint venture, partnership, employment, or agency relationship exists between you and Licensor as a result of this EULA or your utilization of Talent Connect.

• Headings herein are for convenience only

• This EULA represents the entire agreement between you and Licensor with respect to use of Talent Connect and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Licensor with respect to Talent Connect.