Talentoday General Terms and Conditions

The Terms and Conditions herein (“Agreement”) govern the relationship between a client and Talentoday once both parties execute an order form for Talentoday’s products or services (“Order Form”). This Agreement governs any previously executed and active ordering documents and any future ordering documents executed by the client identified in the applicable ordering document (“Client”) and Youth and Companies SAS, doing business as Talentoday and as identified in that ordering document (“Talentoday”). This Agreement, the applicable ordering document, the Terms of Use, Privacy Policy, and any other incorporated terms, comprise the complete understanding between the parties on the subject matter.  This Agreement supersedes any previously executed agreement or other master agreement(s) entered into by the parties which pertain to the Products or Services (defined below).

Clients may only benefit from the products or services offered to them on the Website or the App subject to their acceptance of this Agreement.

Talentoday reserves the right to make any changes to these general terms and conditions that it deems necessary and useful. It will make its best efforts to inform Clients of the existence and entry into effect of any new general terms and conditions by any means at its disposal (emails, online information, etc.).

Clients may access the archived general terms and conditions by emailing their request to legal@talentoday.com.

The general terms and conditions appearing online on the Website prevail over any previous printed version.

The Website's Clients are therefore invited to consult the online general terms and conditions regularly.

Date of the last update: 18 March 2022.

1.  Legal Notices

Youth & Companies SAS (“Talentoday”)

Head office: 60 rue François 1er, 75008 Paris, France

Company type: Société par actions simplifiée (SAS)

Registered capital: 10 090 Euros

Trade and Companies Register: Paris under the n°750 029 373 R.C.S. Paris     

VAT No: FR 83750029373

Publishing director: Jordan McGuire

Phone number: (+33) 1 40 26 50 39

Email: legal@talentoday.com

Youth & Companies is a subsidiary of Medix, whose principal place of business is at 222 South Riverside Plaza Suite 2120 Chicago, IL 60606 United States

2.  Definitions

The terms defined below will be understood between the parties as follows:

“Account Administrator” or “Admin” A member who manages an active Talentoday Manager subscription. This means that the member is already a Talentoday Manager user, and has additional rights and features such as: being able to assign licenses on the Talentoday Manager subscription, upgrading accesses, being able to view the subscription's activity, etc.

“Application Programming Interface (API)” Technical process that allows external applications to connect with Talentoday and retrieve our data and refers to the APP published by Talentoday, which can be accessed online at the URL https://app.talentoday.com.

“Assessment” A questionnaire completed by a member. A member can complete one or several questionnaires, but he or she is not required to complete any to be a member within the application.

“Business Subscriptions” A purchase from an organization to have access to Talentoday Manager for a defined amount of time, with a specific number of licenses and Shared Profiles.

“Discovery Packs” allows a Client to purchase a set, specific number of Assessments.

“License” A license is purchased by an organization through a subscription and can be assigned to a member, unlocking Talentoday Manager functionalities within the application.

“Member” A person who signs up on Talentoday (first name, last name, email & password) and agrees to these Terms and Conditions, Terms of Use, and Privacy Policy.

“Organization” An entity that refers to a group of Members. It can be a company or a school. Organizations can be claimed by Talentoday Manager Users and will be used to manage Shared Profiles.

"Party/Parties" collectively refers to Talentoday and the Client.

“Products” refers to certification testing, packs of Assessments, and Reports.

“Reports” In light of the information provided by Members, Talentoday will create assessment reports of the Member’s skills, behaviors, and motivations.

"Service(s)" refers to all of the services available through subscription to Talentoday Manager.

“Shared Profiles” Members have consented to sharing their Assessment results and profile details with a Talentoday Manager User within a given Organization.

“Talentoday Manager User” A member who has been granted a Talentoday Manager active subscription license. References to “Users” would also include Admin, but “Admin” does not include “Users.”

“Talentoday Shop” or simply the “Shop” is a third-party site that allows Clients to purchase Discovery Packs online at https://shop.talentoday.com and are subject to, in addition to this Agreement and incorporated terms and conditions, to the third party site’s terms and conditions, terms of use, and privacy policy.

"Website" refers to the website published by Talentoday, which can be accessed online at the URL https://www.talentoday.com and its subdomains.

3.  Description of Services

www.talentoday.com (hereinafter collectively referred to as the "Website") and app.talentoday.com (referred to as the “App”) offer services enabling employers and recruiters (hereinafter referred to as "Client") who wish to recruit and/or evaluate the skills of candidates, job applicants, or even current staff (hereinafter collectively referred to as "Members") using Talentoday’s behavioral or soft skills assessment (hereinafter referred to as "Assessment").

Clients may purchase Discovery Packs and/or Business Subscriptions, which depending on which the Client purchases, will unlock a certain number of Assessments, Licences, varying types of Reports and/or other options and data.

The purpose of this Agreement is to define the terms and conditions relating to the provision of services on the Website and Client’s use of the App (hereinafter referred to as "Services") as well as to define the rights and obligations of the various parties within this framework.

4. Talentoday’s Responsibilities        

4.1         Talentoday undertakes to provide the Services with diligence and in compliance with trade practices, specifying that it has an obligation to provide means, but this without any obligation of result, and this is expressly acknowledged and agreed by Clients. In this respect, Talentoday makes no guarantee to Clients with regard to the adaptation of the Services to the latter's needs, expectations, or specific or particular constraints.

4.2         The Assessments and Reports proposed by Talentoday are under constant improvement and will not be considered as being either perfect or complete.

4.3         Any decision to hire, or any in-house promotion, is the sole responsibility of Client.

4.4         The Services proposed on the Website and App are only help tools intended for the Clients and will only be considered as such.

4.5         Talentoday will not be liable for any decisions taken by Clients, especially in cases of hiring or in-house promotion.

4.6         Talentoday will also not be liable in any way for exchanges or relations between Clients and Members that take place outside the framework of the Website, App, or the Services.

4.7         Talentoday is not a party to any potential employment contracts between Clients and Members and will under no circumstances be held liable in respect of difficulties which may occur during the conclusion or execution of such contracts, nor be a party to any potential disputes whatsoever between Clients and Members.

4.8         Clients are solely and individually responsible for successfully completing all necessary administrative, tax and/or social formalities that could potentially concern them.

4.9         Talentoday undertakes to keep confidential all information contained in the completed Assessments and Reports and only to send this information to the Client who ordered the Assessment(s) and Reports or to the Member. However, Talentoday has the right to use aggregated data for internal studies and statistical purposes. The conclusions, results, data, and/or any reports generated from such studies may be made public via Talentoday’s Website, social media, or via other marketing means and purposes (i.e. white papers, blog posts, articles, webinars, etc.) or shared with specific clients. In the event of a public release, only anonymized Member data will be published.

4.10         Talentoday assumes no responsibility in the event any information from the Client’s Talentoday Manager account is lost. Clients should keep a backup copy and will not be able to claim for any damages caused by any loss of this information.

4.11         Talentoday undertakes to regularly monitor the operation and accessibility of the Website and App. To this end, Talentoday reserves the right to interrupt access to the Website and App momentarily for maintenance purposes. In the same way, Talentoday will not be held liable if the Website or App is ever momentarily difficult (or impossible) to access, the causes of these circumstances being outside Talentoday's control, force majeure, or due to any disruption in the telecommunications network.

4.12         Talentoday does not guarantee Client (i) that the Services, which are subject to constant research to improve their performance and progress, will be totally free of errors, faults or defects, (ii) that the Services, being standard and not offered specifically to any one given Client according to that Client’s own personal constraints, will specifically meet that Client’s needs or expectations. However, in order to constantly improve the quality of the Services, Talentoday invites Clients to submit all comments and information that they may wish to bring to its attention concerning the quality of transactions made using the Services.

5. Client’s Responsibilities

Without prejudice to any other obligations stipulated herein, Clients agree to respect the following obligations.

        5.1        Clients agree, in their use of the Website, App, and the Services, to respect and abide by all laws and regulations in force and not to violate public order or infringe the rights of any third party.

        5.2        Clients acknowledge having read and understood the specifications and constraints, particularly of a technical nature, of the entire range of Services. Each Client is solely responsible for their use of the Services.

        5.3        Clients undertake to comply with the applicable local, state, and federal laws and regulations regarding assessments, recruitment, and general labor and employment.

        5.4        Talentoday nevertheless reserves the right to store, in an anonymous fashion, all or part of the collected data, especially for statistical purposes or for the improvement of the Services, in accordance with its Privacy Policy (https://help.talentoday.com/support/privacy/policy). Clients hereby expressly accept that this data may be transferred, rented, or exchanged by Talentoday with a third party.

        5.5         Clients agree that the Services are strictly for their personal use only. Clients therefore undertake not to assign, sub-license, or otherwise transfer all or part of their rights or obligations herein to any third party, or to transfer to any third party, whether or not for consideration, the use or ownership of the Assessments or the Reports, or more generally, any information received from Talentoday within the framework of the Services.  Client may allow its Affiliate to order Services under the terms of this Agreement only if Client informs Talentoday in writing of the specific Affiliate authorized to do so. That authorized Affiliate will be (a) deemed a “Client” for that order only; and (b) jointly and severally liable with Client for its use of the Services and compliance with the Agreement. “Affiliate” means an entity that Controls, is Controlled by, or is under common Control with, a party. “Control” means direct or indirect ownership of (i) more than 50% of an entity’s voting interest; or (ii) the right to receive more than fifty percent (50%) of an entity’s profits.

        5.6        Clients undertake not to hide Talentoday's logo or name displayed on the Assessments, Reports, or any other document received from Talentoday.

        5.7        Clients undertake not to change or alter the Assessments or the Reports in any way.

        5.8        Clients agree not to reproduce or copy the system, the framework, or the logical sequence of the questions, or the questions themselves that appear in the Assessments, or to reuse all or part of them, without the prior written authorization of Talentoday.

        5.9        Clients guarantee that all information they provide in the registration form is exact, up to date, and accurate and is in no way misleading or dishonest. Clients agree to update this information in their Talentoday Manager in the event that any of it should change in order to continuously meet the above-mentioned criteria.

        5.10         Clients undertake to provide Talentoday with all information necessary for the proper performance of the Services. More generally, Clients agree to actively cooperate with Talentoday with a view to ensuring the proper application of this Agreement.

        5.11        Clients undertake to keep confidential, with regard to any third parties, any information received from Talentoday including Assessments, Reports, and more generally, any information concerning Members gathered within the framework of the Services. The foregoing does not apply to the Client’s company's own needs, in compliance with the laws and regulations or conventions in force, as well as these general terms and conditions.

        5.12         Clients are solely responsible for the communication with and relationships they may form with Members and for the information they may share with the latter within the framework of the Services. Users must exercise appropriate caution and good judgment in these relations and exchanges. Clients also undertake, in these exchanges with Members, to respect the usual rules of politeness and courtesy.

        5.13        Clients acknowledge that the Services provide them with an additional solution, not an alternative solution, for the purposes of assessing the skills and performance of current or future staff, identifying potential, career guidance (which can be conducted outside of any potential in-house promotion) and that this solution cannot substitute other means that Clients may dispose of elsewhere to reach the same goal.

        5.14        Clients will take all necessary measures to back up whatever information in their Talentoday Manager they deem necessary using their own resources, as no copy of this information will be provided to them.

        5.15        Clients are hereby informed and accept that implementation of the Services requires that they be connected to the Internet and that the quality of the Services depends directly on this connection, for which Clients will be individually and solely responsible.

        5.16        Each Client guarantees Talentoday against any claims, demands, actions, and/or grievances whatsoever, that Talentoday could incur as a result of a breach by the Client in question of any one of their obligations or guarantees under these general terms and conditions. Clients agree to compensate Talentoday for any prejudice that the latter would be subject to, and to pay any costs, liabilities, charges and/or convictions that the latter could incur, as a result of such a breach.

        5.18        Client is responsible for all use of the Products and Services associated with its Organization and Talentoday Manager subscription.  Client is solely responsible for maintaining the confidentiality of its Admin and User names and password(s), and agrees to immediately notify Talentoday of any unauthorized use of Client’s Account of which it becomes aware.

        5.19        Client agrees to abide by the Terms of Use incorporated herein by reference. Client acknowledges that Talentoday Manager User accounts are linked to personal employee email addresses and should only be used by the owner of such email address.

6.  Ordering; Fees; and Payment

Some Services are provided to the Client free of charge while others are paid Services in accordance with the terms stipulated below.  Unless otherwise stated, paid Services are expressed in Euro and are exclusive of French taxes. Pricing may be subject to change according to several criteria, and in particular, during commercial or promotional opportunities.

        6.1        Payment and Taxes. Client will pay the fees for the Services in accordance with the payment terms stated herein unless otherwise specified in the ordering document. Client purchases are non-cancelable and payment for Products and Services is non-refundable, except as otherwise stated in this Agreement. Client will pay or reimburse Talentoday for all federal, state, and local taxes, including sales, use, gross receipts, VAT, levy, GST, or similar transaction taxes imposed on Client’s purchase of Services, unless Client provides Talentoday with a valid tax exemption certificate.  All taxes payable by Client will be separately stated and exclusive of the fees. Client will have no liability for taxes that are statutorily imposed on Talentoday, including taxes or fees measured by Talentoday’s net or gross income.

6.2        For Discovery Packs, the prices are indicated on the Website. Clients may purchase Discovery Packs via a Talentoday Order Form or through the Shop.   Discovery Pack purchases do not automatically renew. All Assessments in the Discovery Pack must be used within twelve (12) months from the date of purchase or they will be forfeited without liability or duty to reimburse by Talentoday.  All sales on Discovery Packs are final and non-refundable.

6.3          For Business Subscriptions, the prices, features, and options will depend on the Subscription selected as well as any other terms agreed to in writing by Client and Talentoday.  The duration of a Subscription is indicated in the Order Form. A Subscription begins on the day it is taken out, subject to payment of its price, for the duration subscribed by the Client (hereinafter referred to as the "Initial Period"), calculated from date to date.  Any Subscription Period started is due in its entirety.  Talentoday does not represent or warrant that a particular Subscription will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Subscription by providing the following via written notice (email notice is acceptable):

• At least 2 (two) months before the new rates enter into effect if the Subscription is paid on an annual basis
• At least 1 (one) month before the new rates enter into effect if the Subscription is paid on a quarterly basis
• At least 7 (seven) days before the new rates enter into force if the Subscription is paid on a monthly basis.

Subscriptions are automatically renewed for successive periods of the same duration as the Initial Period (hereinafter collectively referred to, with the Initial Period, as the "Subscription Period"), calculated from date to date, unless otherwise indicated on an Order Form or notice of termination is given by email either by Talentoday or the Client at the latest:

• 1 (one) month before the term of the current Subscription Period if the Subscription is paid on an annual basis
• 15 (fifteen) days before the term of the current Subscription Period if the Subscription is paid on a quarterly basis
• 8 (eight) days before the term of the current Subscription Period if the Subscription is paid on a monthly basis.

Customers acknowledge that they are not entitled to any refund of all or part of the price of a Subscription Period already started.

The reviewed prices are effective on the date of the next Subscription renewal following their entry into effect. The value date and time of the transaction will be that of the date and time the order was placed by the Client, and Client agrees that it has no legal recourse should the value decrease or increase after the date the Subscription was taken out.

        6.4  Payment Terms

a. Payment for Discovery Packs purchased via Order Form will be made by banking card or through direct debit from the Client's bank account (IBAN) Net 30 days from execution of the Order Form.  Payment for Discovery Packs purchased via the Shop shall be collected via PayPal or debit or credit card at the time or purchase.

b.  For Business Subscriptions, payment of the Subscription price will be made by bank transfer, banking card, or through direct debit from the Client’s bank account (IBAN) Net 30 days from the execution of the Order Form unless indicated otherwise in the Order Form. The price of the Subscription is immediately payable and payment of monthly/annual direct debit will be made on the day the Subscription is taken out and then monthly/annually each time it is renewed.

        6.5  Late Payments.  Clients are hereby informed and expressly agree that any lateness of payment of all or part of an amount at its due term, will automatically entail, without prejudice to the provisions set out in this Agreement and without prior formal notice:

• Forfeiture of the term of all amounts due by the Client in question and the requirement of their immediate payment;
• Immediate suspension of current Services until complete payment is made by the Client in question of all amounts due; and/or
• If Talentoday does not receive payment from Client’s payment method by the net payment terms, Client agrees to pay all amounts due upon demand.  Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid.  Client will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Talentoday to collect any amount that is not paid when due.  Talentoday may accept payment in any amount without prejudice to Talentoday’s right to recover the balance of the amount due or to pursue any other right or remedy.  Amounts due to Talentoday may not be withheld or offset by Client for any reason against amounts due or asserted to be due from Talentoday.  Clients acknowledge that they are not entitled to any refund of all or part of the price of a Subscription Period already started.

7.  Restrictions and Prohibited Use

7.1        In addition to the Terms of Use incorporated by reference herein and agreed to by all Admin, Users, and Members (found here:  https://help.talentoday.com/support/privacy/use) the following would be considered an immediate material breach:

• any actions that would interrupt, suspend, slow down, or prevent correct operation of the Website or App;
• any hacking or attempts to hack into Talentoday’s IT systems;
• any hijacking of the Website's or App’s system resources;
• any acts that would place a disproportionate load on the Website's infrastructure;
• any attempts to breach the Website's or App’s security or authentication structures,
• any acts that could infringe on the rights or financial, commercial, or moral interests of Talentoday or of the users of its Website or App;
• any action that uses the Website or App for purposes other than that for which it was designed;
• any action by Client designed to circumvent Talentoday’s APIs, systems, or processes in order to avoid incurring a fee or charges for which Talentoday would normally charge a Client; and/or
• any breach of these general terms and conditions or of any local or federal regulation, policy, or laws.

7.2         Suspension of Access.  Talentoday may suspend any use of the Services, remove any content, or disable or terminate any Client Subscription, Admin, User, or Member that Talentoday reasonably and in good faith believes violates these general terms and conditions.  Talentoday will use commercially reasonable efforts to notify Client prior to any such suspension or disablement, unless Talentoday reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (b) it is necessary to delay notice in order to prevent imminent harm to the Services or a third party.  Under circumstances where notice is delayed, Talentoday will provide the notice if and when the related restrictions in the previous sentence no longer apply.

a. In cases of suspicion of fraudulent use of the Client’s account, Talentoday reserves the right, without any compensation and without notice, to suspend or close the Client’s account. Talentoday cannot be held liable for any loss or damage that may occur should the Client not respect any of their confidentiality obligations.

b. In the event of a breach of the obligations of these general terms and conditions, Talentoday reserves the right, without compensation and without notice, to suspend access to all or part of the account until the cause of the suspension has been rectified, or to close the account, depending on the severity of the breach. The Client acknowledges that neither they nor any third parties can hold Talentoday liable for the consequences of the closure or suspension of the account. The Client remains responsible for all use of their account prior to the closure of their account.

8.         Acceptance and Effect of this Agreement

Acceptance of this Agreement will be indicated through either: ticking a checkbox in the registration form, becoming a Member, or upon both parties executing an Order Form incorporating these terms by reference. This acceptance can only be full and complete. Any conditional acceptance will be considered as null and void. Any Client who does not accept to be bound by these general terms and conditions must not access the Website, App, or use the Services.

9. Registering on the Application

        9.1        Registration Process.  In order to use the Services, Clients must register on the App by completing the registration form. Registration is available to any individual having the full legal capacity to contract for and on behalf of the Client, or possessing a special mandate for that purpose.  Clients must provide all information that is marked as being required. Incomplete registrations will not be validated.  Registering automatically entails the opening of an account in the individual Client’s name, giving the Client access to their Talentoday Manager subscriptions, which will enable them to use the Services in a format and according to the technical means that Talentoday deems the most appropriate for providing said Services. Clients are hereby informed and accept that the information provided by them for the creation or update of their Account is valid as proof of their identity. Details entered by Clients will be binding upon confirmation.

        9.2        Creation of User Accounts.  Once the registration process is complete, Clients may, from their Talentoday Manager dashboard, create accounts to be used by members of their staff who are in charge of recruitment questions, Assessments, and management of staff (hereinafter referred to as "Users"). In cases such as this, the account that was created during the Client’s registration process will be an administrator or Admin account, which will have the capacity to edit, manage, and delete Users.  The Admin is solely responsible for the creation and the use of the User accounts that are linked to their Account.  Users will be considered as Clients’ personnel and will be subject to this Agreement.  The amount of Admin and User accounts is limited in number in accordance with the conditions indicated on the Order Form.

10.  Duration of the Services

When a Client registers on the Website it is for an unlimited period.

Termination of a Subscription does not entail unregistering from the Website. Effectively, the Client may continue to use the Free Services.

10.1 Unregistering. Clients may unregister from the Website at any time, by requesting this directly by sending Talentoday an email in this regard, at this email address: contact@Talentoday.com, or by any other channel indicated on the Website.

Their registration will be removed from the Website within a maximum of 7 (seven) days from the date of this request. This will entail the automatic deletion of the Client's Account as well as that of all of the Staff Accounts that are linked to it.

11.  Intellectual Property of Talentoday

These general terms and conditions do not imply any transfer of any kind of intellectual property rights on the elements belonging to Talentoday that are provided for the Client's use.

The systems, software, structures, infrastructures, databases and content of any nature (text, images, graphics, music, logos, trademarks, databases, etc.), and especially Questionnaires and Reports, used by Talentoday on the Website, are protected by all intellectual property rights or database creator's rights in force. Any dismantling, decompilation, deciphering, extracting, reusing, copying or generally any reproduction, representation, publishing or use of all or part of any of these items, without the authorization of Talentoday, with the exception of cases provided for in these general terms and conditions, is strictly forbidden and could be the subject of a lawsuit.  Any reproduction or representation of any of these elements, in whole or in part, without the prior express authorization of Talentoday is strictly forbidden and will be deemed a punishable infringement under Articles 335-2 et seq. of the French Intellectual Property Code.

12.  Liability

Talentoday declines any responsibility for any interruptions of service or bugs on the Website or Application. Talentoday does not provide any guarantee, with regard to all or part of the Website, against any direct or indirect damages that could result from using the Website. The Website may mention links to other external sources. Since Talentoday cannot control these external sources, Talentoday cannot be held responsible for the content, products, services, advertising, or other items available on these external sources. Talentoday invites users to read the conditions of use on said external sources.

Talentoday cannot be held liable for any improper performance or non-performance of the contract if the latter is attributable to unpredictable or insurmountable acts of a third party to the contract or is caused by the Client.

In any case, Talentoday will not be held liable to Clients for the payment of any direct, material, commercial, financial or moral damages, of any nature whatsoever, caused during the Clients' use of the Services, for an amount exceeding the amounts invoiced by Talentoday by way of compensation for the Services that gave rise to its liability, at the time the alleged damages occurred. Moreover, Talentoday's liability may only be incurred if a Client sends the former a claim, by registered letter with acknowledgement of receipt, within a period of 1 (one) month following such an occurrence.

13. Indemnity

13.1  Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against You”), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

13.2  Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Us”), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense remainder of the term of such User subscriptions after the effective date of termination.

13.3  Exclusive Remedy. This Section 10 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

14. Limitation of Liability

14.1  Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE LESSER OF $500,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT).

14.2  Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3  Section 14 shall not apply to any breach of Section 11 (Intellectual Property of Talentoday) or Section 19 (Confidentiality).

15.  Security

Talentoday makes its best efforts, in accordance with trade practices, to make the Website secure with regard to risks incurred and the nature of the data processed.

The Website and App are automated data processing systems.

The Client is forbidden from fraudulently accessing or visiting all or part of the Website. It is forbidden to use any access method other than the interface provided by Talentoday. In the event that a user discovers such a method of access or inadvertently accesses a reserved area, without having the necessary permission, the latter agrees to inform Talentoday immediately by email to the address contact@Talentoday.com so that Talentoday can take any necessary measures.

The Client is prohibited from deleting or modifying data contained on the Website that they have not themselves published, or from fraudulently introducing data or altering the operation of the Website in any way. They also will ensure that they will not introduce any virus, malicious code or any other harmful technology to the Website or the Services it provides.

Any access to and/or visiting of a prohibited area will be considered as fraudulent access and/or fraudulent visiting of an automated data processing system within the meaning of the provisions set out in the Penal Code.

The Client accepts that all data that they would have become aware of during such access to an unauthorized space is confidential data and undertakes, therefore, not to disclose it.

In particular, the Client is prohibited from carrying out any operation intended to saturate a page, rebound operations or any operation which would result in hindering or distorting the operation of the Website.

The Client undertakes not to use any device or software of any kind which would result in disrupting the proper functioning of the Website.

The Client undertakes not to take any action that would impose a disproportionate burden on the Website's infrastructure.

The Client accepts the characteristics and limits of the Internet. They are aware that data circulating on the Internet is not necessarily protected, in particular against potential misappropriations.

The Client will take appropriate measures to ensure the security of their own data and/or software against contamination by potential viruses on the Internet.

16.  Personal Data

Talentoday practices a personal data protection policy whose characteristics are explained in the document entitled "Privacy Policy" which can be accessed on the application at https://help.talentoday.com/support/privacy/policy, and which the Client is expressly invited to read.

17.  Cookies

During a visit to the Website, cookies may be installed on the Client's terminal.

Information relating to the Website's use, management and deletion of cookies by the Client is detailed in the "Cookies Statement" available on the Website's page: https://help.talentoday.com/support/privacy/cookie.

18. Agreement in Relation to Proof

Acceptance of the general terms and conditions electronically between the parties has the same probative value as an agreement on paper.

The computerized records stored in the computer systems of the Website under reasonable security conditions will be considered as proof of information exchanged between the parties.

The archiving of contractual documents is done on reliable and long-lasting media in order to provide a true and long-lasting copy that can be produced as proof.

19.  Confidentiality

All the information transmitted or gathered by Talentoday when the Website is used will be deemed to be confidential by nature and will not be communicated externally, excluding the exceptions provided for by European Regulation on Data Protection and all related laws.

This provision does not preclude communications ordered by judicial or administrative bodies.

20. Commercial References and Authorization to Use

Clients expressly authorize Talentoday to cite and use, when appropriate, for the entire term of the contract and for a period of 5 (five) years after its termination, the reproduction of their trademark or logo as a Client reference, especially at events, in its business documents and on its Internet website, in any form.

21.  General Provisions

The Parties agree to perform their obligations with utmost good faith. If one or more provisions of these general terms and conditions is found invalid or declared to be such by any legal or regulatory body, or any court of competent jurisdiction, the other provisions hereof will remain valid and binding.

These general terms and conditions set out the entire extent of the obligations of the Parties.

22.  Languages

In the event that these general terms and conditions are translated into one or more languages, the language of interpretation will be French in the event of any contradiction or dispute concerning the meaning of any one of their terms or provisions.

23.  Law and Jurisdiction

These general terms and conditions are governed by French law. In the event of dispute concerning the validity, interpretation and/or application of these general terms and conditions, all parties hereby agree that the courts of Paris will be the only competent jurisdiction capable of judging the dispute, save conflicting mandatory rules of practice.