Last update on: June 22, 2020
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THESE “TERMS“) CAREFULLY. BY ACCESSING OR USING ANY SERVICE OR PARTICIPATING IN THE PROGRAM (EACH AS DEFINED BELOW), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE NOT ELIGIBLE OR DO NOT AGREE TO THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING OR USING THE SERVICE.
These Terms form a binding agreement between Talroo, Inc., a Delaware corporation located at 6433 Champion Grandview Way, Building II Suite 100, Austin, TX 78750 (“Talroo,” “we” or “us“) and the individual or entity (“Marketplace Partner“) participating in the Talroo Marketplace Partners Program (the “Program“). If you are an individual accepting these Terms on behalf of a Marketplace Partner, you represent and warrant that you have the authority to bind Marketplace Partner to these Terms. These Terms govern Marketplace Partner’s participation in the Program. Use of certain features of the Program, such as Talroo’s XML feed (“Job Feed“), Application Programming Interface (“API“), widgets, pay-per-click advertising, links, and insertion codes (collectively, the “Services“) may also be subject to additional policies and requirements posted through the Services or otherwise made available to Marketplace Partner (“Policies“). The Services may include materials made available from advertisers, customers, or clients of Talroo (“Advertisers“) and other parties. All such Policies, including Advertiser Policies, are incorporated by reference into these Terms. In the event of any inconsistency between the Terms and any Policy, the terms in the Policy will control, but solely to the extent of the inconsistency.
THESE TERMS CONTAIN A BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION IN SECTION 18 AFFECTING YOUR RIGHTS WITH RESPECT TO ANY DISPUTES. PLEASE BE SURE YOU UNDERSTAND THOSE CONDITIONS BEFORE USING ANY SERVICES OR PARTICIPATING IN THE PROGRAM.
Marketplace Partner agrees to: (i) be bound by these Terms; (ii) provide accurate and complete contact information and keep such information updated; and (iii) not use the Service in any prohibited manner, as described in Section 4 of these Terms. Marketplace Partner represents that Marketplace Partner has not previously been removed or suspended from the Program.
To participate in the Program, use the Services, and gain access to the Console (as defined below), Marketplace Partner must create an account (“Account“). Marketplace Partner agrees that all Account information is, and will remain, accurate and current.
Marketplace Partner agrees that Talroo may access, store, and disclose Marketplace Partner’s Account information if required to do so by law or in a good faith belief that such access, storage, or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to Marketplace Partner’s requests for customer service; or (d) protect the rights, business interests, property, or personal safety of Talroo, Advertisers, Talroo’ users, or the general public. To learn more about our policies regarding collection, use, and disclosure of information, please review our Privacy Policy at www.talroo.com/privacy/, which is incorporated herein by reference.
As a registered Marketplace Partner, Marketplace Partner will have login information, including a username and password. Marketplace Partner may not share its Account information with, or allow access to Marketplace Partner’s Account and Console by any party that is not an employee of Marketplace Partner. Marketplace Partner will be responsible and liable for all activity that occurs on Marketplace Partner’s Account. Marketplace Partner should preserve the confidentiality of its username and password and use an appropriately secure password. If Marketplace Partner has any reason to believe its Account has been compromised or that the Account or Console has been accessed by an unauthorized party, Marketplace Partner will immediately change its password and notify Talroo by email to marketplace@talroo.com. Marketplace Partner is solely responsible for its own losses or losses incurred by Talroo and others (including other Marketplace Partners or Advertisers) due to any unauthorized use of Marketplace Partner’s Account or Console.
Talroo will provide Marketplace Partner with login credentials for the “Console,” an online platform that allows Marketplace Partner to manage its participation in the Program and use of the Services. The Services may only be used on a website or through an app or service controlled by Marketplace Partner or on Marketplace Partner’s behalf and approved by Talroo (“Authorized Services“); furthermore, the Services may only be used in connection with job-alert SMS messages and emails containing or otherwise using Talroo’s applicable tracking codes. Marketplace Partner is responsible for all such Authorized Services, all such communications, and the accuracy and validity of all Interactions generated by or through any such Authorized Service or communications.
Marketplace Partner may use the Console to customize certain aspects of the Job Feed to include job listings, text, links, and other data of Marketplace Partner’s choosing (collectively “Program Data“). After specifying the Program Data to be included in Marketplace Partner’s Job Feed, Talroo will provide such Program Data to Marketplace Partner in an XML file daily. Marketplace Partner agrees to update the Program Data displayed on the Authorized Service, by replacing expired jobs with newly posted jobs at least daily, with Marketplace Partner’s first update starting no later than 10am ET. Talroo may also require that Marketplace Partner update the Program Data at any time. Marketplace Partner’s failure to update the Program Data as set forth herein may result in Interactions that are not eligible for Referral Fees (as defined below). Due to the manual nature of updates to Program Data when using the XML Job Feed, Marketplace Partner acknowledges and agrees that such Program Data may not be up to date at any given time. To minimize the amount of expired or inaccurate Program Data in Marketplace Partner’s Job Feed, Marketplace Partners may use the Talroo API.
Talroo may provide Marketplace Partner with a URL to access an API designed to deliver relevant results for queries submitted to Talroo, including the description and geographic location of a particular job (“Results“). Subject to the terms and conditions of these Terms, Talroo grants Marketplace Partner a limited, non-exclusive, non-transferable, license to: (i) use the API solely to obtain Results; and (ii) display such Results on the Authorized Service or distribute the Results by email or SMS, in each case solely for the purpose of generating Interactions subject to these Terms. Marketplace Partner must delete any Results obtained through the API, and remove the Results from the Authorized Service, within twenty-four (24) hours of receiving the Results. Talroo will use reasonable efforts to ensure the Results are accurate and current, but Marketplace Partner acknowledges and agrees that some inaccurate or expired Results are inevitable due to the dynamic nature of the Services.
Marketplace Partner will not, and will not permit others to: (i) generate automated, fraudulent, or otherwise invalid impressions, inquiries, conversions, clicks, or other actions; (ii) use any automated means of scraping, data mining, reverse engineering, or data extraction to access, query, store, or otherwise collect data from the Job Feed, the API, any of Talroo’ customers’ websites or otherwise in connection with the Services or Program; (iii) commingle any content within a job description or include any content in close proximity to a job description in a manner that would lead a reasonable user to conclude such content is part of the job description; (iv) place job descriptions in a manner that requires users to click on job postings to view such job descriptions, or place pop-up or registration windows between the job description on the Authorized Service and Talroo’s clients’ websites; (v) i-frame the link-out to Talroo’s clients’ website; (vii) modify the job descriptions contained in the Job Feed; or (viii) otherwise use any Program Data, Results, or other Service output to create or maintain a database, nor retain any Program Data, Results, or other Service output, other than for the limited purpose and solely for the time necessary to send the applicable emails or SMS messages to interested users. Marketplace Partner will use its best efforts to display all Talroo job postings before or above any free postings on any Authorized Service. Talroo may reject any request to use the Program or Services in connection with any website (including any existing Authorized Service) in its sole discretion. Marketplace Partner further represents, warrants, and covenants to Talroo that Marketplace Partner owns or otherwise has and will have the necessary rights and consents such that its performance under this Agreement will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law, including without limitation, the Telephone Consumer Protection Act and Section 5 of the Federal Trade Commission Act.
Subject to these Terms, Talroo grants Marketplace Partner a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to use Talroo’s name and logo solely in connection with Marketplace Partner’s use of the Services. All use of the Talroo name and logo, and all goodwill generated thereby, will inure to the benefit of Talroo. Any job search results page generated through the Program or using the Services must include a Talroo logo hyperlinked to Talroo’s homepage or another page designated by Talroo. Marketplace Partner may not obscure or modify the Talroo logo in any way, other than to resize it, provided that after any such resizing, the logo must retain the logo’s original proportions, and the logo size must be at least 40 x 16 pixels. Marketplace Partner shall also comply with all guidelines communicated by Talroo concerning use of Talroo’s logo or name.In the event that Marketplace Partner requests that Talroo create a branded Marketplace Partner API landing page for Marketplace Partner’s use in connection with the Program and Services, Marketplace Partner grants to Talroo a non-exclusive, worldwide, sublicensable (through multiple levels), fully-paid license to use, perform, reproduce, display, the Marketplace Partner’s name, marks and other Marketplace Partner materials for the purposes of providing a landing page and related elements of the Services.Except as expressly provided in these Terms, neither party will acquire any right, title, or interest in or to any intellectual property or other proprietary rights of the other party or such party’s suppliers or licensors.
Marketplace Partner will receive a referral fee that Talroo attributes to Marketplace Partner (the “Referral Fee“) for visitors who: (i) clicked through to an Advertiser from Marketplace Partner’s Authorized Service; (ii) submit an application; or (iii) interact with job alert emails or SMS messages. Each of the actions described in Section 6(i) through 6(iii) will be deemed an “Interaction” under this Agreement. The Referral Fee paid to Marketplace Partner will be based on the number of Interactions generated by Marketplace Partner and Marketplace Partner’s traffic quality (the “Referral Fee Basis“), as determined by Talroo’s reporting system. Marketplace Partner will not receive any Referral Fees for Interactions relating to jobs that: (i) were discontinued by the Advertiser, (ii) exceeded the Advertiser’s budget, or (iii) for which the Advertiser did not pay, even if such job postings were included in the most recent Job Feed. In some instances, we may rely on Advertiser or another third party reporting of Interactions, and Talroo does not guarantee the accuracy of such reports. MARKETPLACE PARTNER ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL TALROO BE RESPONSIBLE OR LIABLE TO MARKETPLACE PARTNER FOR ANY INACCURACIES IN ANY ADVERTISER OR OTHER THIRD PARTY REPORTING.Important Note re: XML Job Feed. IF MARKETPLACE PARTNER EXCLUSIVELY USES THE XML JOB FEED, IN ORDER TO QUALIFY FOR A REFERRAL FEE, THE TOTAL AMOUNT OF THE REFERRAL FEES DUE TO MARKETPLACE PARTNER MUST BE NO LESS THAN $100 USD IN ANY CALENDAR MONTH. IF THE REFERRAL FEES FOR ANY MONTH TOTAL LESS THAN SUCH AMOUNT, NO REFERRAL FEE WILL BE PAID UNTIL THE END OF THE CALENDAR MONTH IN WHICH THE AGGREGATE ACCRUED AND UNPAID REFERRAL FEES MEET OR EXCEED $100 US.
If Marketplace Partner qualifies to receive a Referral Fee, Talroo will send a check for the amount of the Referral Fee less any applicable banking fees and taxes we may be required to withhold by law, approximately thirty (30) days following the end of the calendar month in which Talroo received the applicable payments. If Talroo issues a refund to any Advertiser or other party for any reason, or otherwise adjusts the Referral Fee, Marketplace Partner may be required to refund a corresponding portion of any Referral Fee, either by setoff against amounts otherwise owed to Marketplace Partner, or by Marketplace Partner making prompt payment to Talroo, as determined in Job2Careers’ sole discretion. Upon termination of these Terms, Talroo may withhold final payment for up to sixty (60) days following the end of the final month in order to reconcile Marketplace Partner’s account. The amount of any Referral Fee shall be deemed final by both parties three (3) months after issuance.
Marketplace Partner is solely responsible for the development, operation, and maintenance of the Authorized Service and for all materials that appear on the Authorized Service. WITHOUT LIMITING SECTIONS 13 AND 14, TALROO DISCLAIMS ALL RESPONSIBILITY FOR, AND LIABILITY WITH RESPECT OR RELATED TO THE DEVELOPMENT, OPERATION, AND MAINTENANCE OF THE AUTHORIZED SERVICE OR ANY MARKETPLACE PARTNERMATERIALS.
Marketplace Partner will not disclose or use for any purpose not authorized by Talroo any Confidential Information to any third party without the express written consent of Talroo. “Confidential Information” includes without limitation: (a) all Talroo technology, including the Services (and all elements thereof), client lists, future business plans, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other performance statistics relating to the Program provided to Marketplace Partner by Talroo; (c) any other information designated in writing by Talroo as “Confidential” or an equivalent designation; and (d) any information that by its nature should reasonably be understood to be confidential.
These Terms will become effective on the date Talroo provides Marketplace Partner with access to the Program or Services and will end when terminated by either party. Either party may terminate these Terms at any time, with or without cause, by giving the other party written notice of termination. In the event of a material breach, or an anticipated material breach, of these Terms or any Policy by Marketplace Partner, Talroo may, in its sole discretion, suspend or terminate Marketplace Partner’s right to access and use the Services, Program, or Account, without notice or cure period, and without liability to Talroo or any obligation on the part of Talroo to provide any refund of fees paid by Advertisers in relation to Marketplace Partner. Upon termination of these Terms for any reason, all licenses will terminate, and Marketplace Partner will immediately cease use of, and remove from the Authorized Service, all Services and any Program Data, Results, and Confidential Information; Marketplace Partner will further destroy (or, if requested by Talroo, return to Talroo) the job listings contained in the Job Feed and all Program Data, Results, and Confidential Information. Sections 4, 9, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, and 22 will survive termination.
The following definitions apply in this Section 11:“CCPA” means the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General. Terms defined in the CCPA, including personal information and business purposes, carry the same meaning in this Agreement.“Contracted Business Purposes” means the Services.
Talroo will only collect, use, retain, or disclose personal information for the Contracted Business Purposes for which Marketplace Partner provides or permits personal information access.
Talroo will not collect, use, retain, disclose, sell, or otherwise make personal information available for Talroo’s own commercial purposes or in a way that does not comply with the CCPA. If a law requires Talroo to disclose personal information for a purpose unrelated to the Contracted Business Purpose, Talroo will first inform Marketplace Partner Marketplace Partner of the legal requirement and give Marketplace Partner an opportunity to object or challenge the requirement, unless the law prohibits such notice.
Talroo will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to achieve the Contracted Business Purposes or another compatible operational purpose.
Talroo must promptly comply with any Marketplace Partner request or instruction requiring Talroo to provide, amend, transfer, or delete the personal information, or to stop, mitigate, or remedy any unauthorized processing.
If the Contracted Business Purposes require the collection of personal information from individuals on Marketplace Partner’s behalf, Talroo will always provide a CCPA-compliant notice addressing use and collection methods.
Talroo will not attempt to or actually re-identify any previously aggregated, deidentified, or anonymized data and will contractually prohibit downstream data recipients from attempting to or actually re-identifying such data.
Talroo will reasonably cooperate and assist Marketplace Partner with meeting Marketplace Partner’s CCPA compliance obligations and responding to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account the nature of Talroo’s processing and the information available to Talroo.
Talroo must notify Marketplace Partner promptly if it receives any complaint, notice, or communication that it determines, after reasonable investigation, directly or indirectly relates to either Party’s compliance with the CCPA. Specifically, Talroo must notify Marketplace Partner within 20 working days if it receives a verifiable consumer request under the CCPA.
Talroo may use subcontractors to provide the Contracted Business Services. Any subcontractor used must qualify as a service provider under the CCPA and Service Provider cannot make any disclosures to the subcontractor that the CCPA would treat as a sale.
Talroo remains fully liable to Marketplace Partner for the subcontractor’s performance of its CCPA compliance obligations.
Both Parties will comply with all applicable requirements of the CCPA when collecting, using, retaining, or disclosing personal information.
Talroo certifies that it understands the CCPA’s restrictions and prohibitions on selling personal information and retaining, using, or disclosing personal information outside of the parties’ direct business relationship, and it will comply with them.
Talroo warrants that it has no reason to believe any CCPA requirements or restrictions prevent it from providing any of the Contracted Business Purposes or otherwise performing under this Agreement. Talroo must promptly notify Marketplace Partner of any changes to the CCPA’s requirements that may adversely affect its performance under the Agreement.
Talroo may add, remove or alter features and functionality of the Program or Services from time to time. Talroo reserves the right to update or modify these Terms at any time without prior notice, and such changes will be effective upon the earlier of: (i) Marketplace Partner’s first use of the Program or Services after the posting of such change, or (ii) 30 days from posting of such change. Any revisions to these Terms will be posted through the Services. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.Any special terms Marketplace Partner may have negotiated with Talroo that differ from the Terms must be agreed to in writing by Talroo via certified email (i.e., email containing a digital signature and generating a log of the email’s receipt) or printed contract expressly verifying the applicable terms. Email exchanges between Marketplace Partner and Talroo alone will not be sufficient to modify these Terms.
Talroo and Marketplace Partner are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
IN NO EVENT SHALL TALROO, ITS LICENSORS, OR ADVERTISERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR OTHER DAMAGES, OR LOST PROFITS, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF TALROO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TALROO’S, ITS LICENSORS’, AND ADVERTISERS’ AGGREGATE LIABILITY FOR ANY CLAIM IS LIMITED TO THE REFERRAL FEES PAID TO MARKETPLACE PARTNER, IF ANY, IN THE THREE (3) MONTHS PRECEDING THE CLAIM. MARKETPLACE PARTNER ACKNOWLEDGES THAT TALROO HAS ENTERED INTO THESE TERMS AND ALLOWED MARKETPLACE PARTNER’S PARTICIPATION IN THE PROGRAM IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH HEREIN AND THAT THE SAME IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.
THE SERVICES AND PROGRAM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. TALROO WILL NOT BE LIABLE FOR ANY FAILURE TO PROVIDE PROGRAM DATA OR RESULTS, FOR ANY ERRORS OR INACCURACIES IN ANY PROGRAM DATA OR RESULTS (REGARDLESS OF WHETHER INTRODUCED BY TALROO OR ANY OTHER SOURCE), OR ANY OTHER FAILURE, TECHNICAL OR OTHERWISE IN THE PROGRAM OR SERVICES. IF THE NUMBER OF INTERACTIONS REPORTED BY MARKETPLACE PARTNER’S SYSTEMS DIFFERS FROM THE NUMBER OF INTERACTIONS DETERMINED BY TALROO, TALROO’S NUMBERS SHALL CONTROL. TALROO RESERVES THE RIGHT TO DISCONTINUE OR CHANGE, WITHOUT PRIOR NOTICE, THE SPECIFICATIONS OF THE PROGRAM OR SERVICES. USE OF THE PROGRAMS AND SERVICES ARE AT MARKETPLACE PARTNER’S OWN RISK. TALROO DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TALROO DOES NOT WARRANT THAT THE PROGRAM OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT ITS SYSTEMS WILL NOT BE BREACHED, OR THAT ANY DEFECTS WILL BE CORRECTED, EVEN IF TALROO IS MADE AWARE OF THEM; NOR DOES TALROO WARRANT OR GUARANTEE ANY QUANTITY, NUMBER, OR VALUE OF INTERACTIONS, IMPRESSIONS, OR OTHER TRAFFIC.
To the fullest extent permitted by applicable law, Marketplace Partner agrees to indemnify, defend, and hold harmless Talroo, the Advertisers, and each of their respective affiliates, officers, directors, employees, representatives and agents from and against any and all claims, liabilities, damages, costs and expenses (including legal fees and expenses, including any incurred in enforcement of this provision) arising from or relating to Marketplace Partner’s Content, Marketplace Partner’s participation in the Program, use of any Service, or Marketplace Partner’s breach of any term or condition of these Terms.
Marketplace Partner may not assign these Terms, nor its rights or obligations hereunder, by operation of law or otherwise, without Talroo’s prior written consent. Talroo may assign these Terms, and any of its rights or obligations hereunder, and may subcontract its obligations hereunder, without Marketplace Partner’s consent or notice to Marketplace Partner. Any assignment in violation of the foregoing shall be null and void. Subject to the terms of this Section, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
Marketplace Partner acknowledges that Marketplace Partner’s violation of Sections 4, 5, 9, or 21 will cause irreparable harm to Talroo; therefore, in addition to money damages, Talroo will be entitled to equitable relief, without any obligation to post bond.
Any controversy or claim arising out of or relating to the Service or these Terms, or breach thereof, including disputes with respect to whether the subject matter of any controversy or claim is within the scope of the Terms, will be governed by and construed in accordance with the laws of the State of Texas, excluding its choice of law rules and will be settled by binding confidential arbitration in Austin, Texas under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and administered by the AAA. The parties explicitly disclaim any applicability of the U.N. Convention on Contracts for the International Sale of Goods to these Terms. All arbitration proceedings will be conducted in English. Such arbitration will have one (1) neutral arbitrator if the amount in controversy is less than one million dollars ($1,000,000) or otherwise before a panel of three (3) neutral arbitrators. Each of the arbitrators must be i) a lawyer licensed to practice law in the United States with a minimum of fifteen (15) years of legal practice or senior level business experience or a retired judge with a minimum of five (5) years of service on the bench, ii) an individual with at least five (5) years of experience as an arbitrator, and iii) on the roster of neutrals of the AAA or similar nationally recognized ADR organization. If the arbitration proceedings shall be conducted before a panel of three neutral arbitrators, the panel shall be selected using the following process: Within fifteen (15) days after the commencement of arbitration, each party shall select one person meeting the specified qualifications to act as neutral arbitrator, and the two thus selected shall select a third neutral arbitrator meeting the specified qualifications within fifteen (15) days of their appointment. The third neutral arbitrator shall act as the chair of the arbitration panel. If the arbitrators selected by the parties are unable to or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. Notwithstanding this arbitration provision, Talroo may seek emergency, temporary, or preliminary injunctive relief from a competent court of law or equity pending the final ruling of the arbitrator(s), without any requirement to post bond, to prevent irreparable harm arising from any unlawful acts by Marketplace Partner. Neither party will participate in a class action or class-wide arbitration for any claims covered by these Terms. Any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated or representative action. IF FOR ANY REASON AN ACTION, SUIT, CLAIM OR PROCEEDING PROCEEDS IN COURT RATHER THAN IN AN ARBITRATION, (I) SUCH ACTION, SUIT, CLAIM OR PROCEEDING SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL OR STATE COURTS, AS APPLICABLE, SITTING IN TRAVIS COUNTY, TEXAS AND EACH PARTY WAIVES ANY CLAIM OF INCONVENIENT FORUM, AND (II) EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHTS OR REMEDIES ARISING HEREUNDER, RELATING TO OR IN CONNECTION WITH THESE TERMS OR THE SERVICE.
Talroo’s failure to enforce Marketplace Partner’s strict performance of any provision of these Terms or waiver of any breach or default will not constitute a waiver of our right to subsequently enforce such provision or any other provision of these Terms.
Marketplace Partner grants Talroo permission to refer to Marketplace Partner or similar term in Talroo’s program and display Marketplace Partner’s Authorized Service in client presentations and in marketing materials.
Marketplace Partner shall not publicly, in written or oral statements or materials, depict Talroo, the Program, the Services or any Advertiser in a manner that could reasonably be perceived as negative, derogatory or detrimental to the brands, name, reputation or trademarks of the foregoing; provided, however, that the foregoing shall not limit or preclude Marketplace Partner’s legal rights to make purely factual statements regarding any of the foregoing, nor limit Marketplace Partner’s rights pursuant to Section 18.
Talroo may provide Marketplace Partner with notices by email, regular mail or postings on the Service, and Marketplace Partner agrees to electronic delivery of all such notices. If notice is provided by email, notice will be deemed given twenty-four hours after email is sent, unless Talroo is notified that the electronic mail address is invalid. If notice is provided by posting through the Service, then notice will be deemed given upon such posting. Alternatively, Talroo may, in its sole discretion, give Marketplace Partner legal notice by mail to a postal address, if provided by Marketplace Partner through the Service. All notices to Talroo shall be sent to the following address: 6433 Champion Grandview Way, Building II Suite 100, Austin, TX 78750. Except as otherwise specified expressly in these Terms, all notices to Talroo must be delivered by facsimile or nationally-recognized express delivery service and will be deemed given upon receipt.
