TalentSkout.ai Terms of Service

THIS AGREEMENT GOVERNS YOUR USE OF TALENTSKOUT.AI SERVICES

BY ACCEPTING THESE TERMS OF SERVICE - WHETHER BY REGISTERING ON THE TALENTSKOUT.AI PLATFORM, CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING AN ORDER FORM, OR SIGNING ANY DOCUMENT THAT REFERENCES THIS AGREEMENT - YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN.

IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES TO THESE TERMS. IN SUCH CASE, THE TERMS "YOU," "YOUR," OR "SUBSCRIBER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE SERVICES.

IF YOU REGISTER FOR A FREE TRIAL OR FREE VERSION OF OUR SERVICES, THESE TERMS SHALL ALSO APPLY TO YOUR USE OF SUCH FREE TRIAL OR FREE ACCOUNT.

TalentSkout and the Subscriber may each be referred to as a "Party" and together as the "Parties".

NOW, THEREFORE, in consideration of the mutual covenants and Agreement contained herein, and intending to be legally bound, the Parties agree as follows:

1. Definitions

1. 1.1 "Account-Related Information" means the Subscriber's administrative data provided to TalentSkout for account setup, billing, and support, including contact details, payment information, subscription plan, and usage metrics.
2. 1.2 "Agreement" means this Terms of Service, any order forms, schedules, and appendices, including amendments as applicable.
3. 1.3 "Authorized User" means an individual (e.g., employee, consultant) authorized by the Subscriber to use the Services in accordance with this Agreement.
4. 1.4 "Confidential Information" includes all non-public information disclosed by either Party, such as business plans, technology, data, pricing, and customer content, but excludes information that is (a) public through no breach, (b) known prior to disclosure, (c) lawfully received from a third party, (d) independently developed, or (e) approved in writing for disclosure.
5. 1.5 "Intellectual Property Rights" includes copyrights, patents, trademarks, trade secrets, moral rights, know-how, and all other proprietary rights globally, registered or not.
6. 1.6 "TalentSkout Platform" means TalentSkout's proprietary cloud-based recruitment automation software and related services subscribed to via an Order Form.
7. 1.7 "Services" refers to TalentSkout's recruitment automation solutions, including APIs, documentation, software, updates, new modules, or tools provided under subscription.
8. 1.8 "Subscriber Content" means all data, documents, and inputs submitted by the Subscriber or its Authorized Users into the TalentSkout Platform, excluding Account-Related Information.
9. 1.9 "Subscriber Input" includes feedback, suggestions, and feature requests shared by the Subscriber or its users related to the Services.
10. 1.10 "Subscription Term" means the period of active subscription as defined in the Order Form.
11. 1.11 "Usage Limits" refers to the restrictions on Service access based on the Subscriber's selected plan.

2. Subscriber Responsibilities and Usage Restrictions

1. 2.1 Access Rights: TalentSkout grants the Subscriber a non-exclusive, non-transferable, limited license to use the Services for internal business use during the Subscription Term.
2. 2.2 Subscriber Obligations:
   1. 2.2.1 Ensure all account information is up to date and accurate.
   2. 2.2.2 Restrict system access to Authorized Users only.
   3. 2.2.3 Protect login credentials and monitor account use.
   4. 2.2.4 Comply with all applicable laws, including data privacy obligations and IP laws.
   5. 2.2.5 Obtain user consent for TalentSkout's processing activities.
3. 2.3 Prohibited Activities:

   The Subscriber and its Authorized Users shall neither directly nor indirectly engage in any of the following actions:

   1. 2.3.1 Any act or attempt to reverse engineer, decompile, or access the underlying code or structure of the TalentSkout platform, software, or systems.
   2. 2.3.2 Sharing, selling, sublicensing, leasing, or otherwise distributing access to the platform or any part of it, unless TalentSkout has given written permission to do so.
   3. 2.3.3 Using the platform to evaluate or analyze it for competitive purposes, including benchmarking or developing competing products or services.
   4. 2.3.4 Bypassing any usage limits, access restrictions, or security features, for example, by sharing login credentials or using unauthorized tools to access the platform.
   5. 2.3.5 Uploading or introducing any malicious code, viruses, or unlawful content that could harm or interfere with the performance, security, or operations of the platform.
   6. 2.3.6 Collecting data or tracking users without authorization, including scraping content, using tracking pixels, or other forms of passive data collection without TalentSkout's prior written approval.
   7. 2.3.7 Removing or modifying any legal notices or proprietary markings on the platform or in its documentation, such as copyright, trademark, or confidentiality labels.

3. Fees and Payment

1. 3.1 All fees and charges shall be payable strictly in accordance with the terms specified in the applicable invoice and as mutually agreed between the parties.
2. 3.2 Any dispute regarding an invoice must be submitted in writing within five (5) calendar days of receipt. Failure to raise a timely dispute shall be deemed acceptance of the invoice in full.
3. 3.3 All fee(s), once paid, are non-refundable and remain due in full, irrespective of the Subscriber's actual usage of the platform or services.
4. 3.4 In the event of delayed payment, an interest charge of one percent (1%) per month, or the maximum rate permitted by applicable law (whichever is lower), shall accrue on all overdue amounts until fully paid.
5. 3.5 Non-payment of any undisputed fees within the specified period shall constitute a material breach of this Agreement. TalentSkout reserves the right, without liability, to suspend or terminate access to the platform until applicable dues are cleared.
6. 3.6 If the Subscriber's usage exceeds the limits of the subscribed plan, additional charges shall apply as per TalentSkout's then-current overage pricing or as specified in a supplemental agreement.
7. 3.7 The Subscriber shall be solely responsible for paying all applicable taxes which shall be calculated on ad valorem basis.

4. Free Trial Policy

1. 4.1. Free Trial Duration The Company may offer new users a complimentary trial of the Services for a period of fourteen (14) consecutive calendar days commencing from the date of account activation (the "Trial Period"). During the Trial Period, users shall have access to the features and functionality of the platform as determined solely by the Company.
2. 4.2. No Automatic Conversion to Paid Plan At the conclusion of the Trial Period, the user's access to the Services shall automatically terminate unless the user elects to subscribe to a paid plan. The Free Trial does not automatically convert into a paid subscription, and no charges shall be incurred unless and until the user voluntarily subscribes to a paid plan. No fees will be charged unless and until the user completes an upgrade.
3. 4.3. Pre-Expiry Notification Users will receive a reminder email from the Company three (3) calendar days prior to the expiration of the Trial Period, advising them of the upcoming end of access and inviting them to subscribe to a paid plan if they wish to continue using the Services.
4. 4.4. Trial Limits During the Trial Period the Company may (i) restrict usage volumes, (ii) disable premium features, or (iii) limit integrations. The Company may refuse or revoke any Free Trial in cases of abuse, duplication, or violation of these Terms.
5. 4.5. Payment Credentials During Trial If a user chooses to enter payment details during the Trial Period, the payment instrument will not be charged until the user elects to upgrade. Users may remove payment details at any time before upgrading.

5. Data Protection

5.1 Any processing of Account-Related Information and Subscriber Content is governed by TalentSkout's Data Processing Addendum ("DPA"), which is incorporated by reference into this Agreement.

6. Data Portability

1. 6.1. Right to Export At any time during the Subscription Term and for thirty (30) days after termination or expiry the Subscriber may request a machine-readable export (CSV, JSON, or equivalent open format) of Subscriber Content held in the Platform. Upon written request, the Company will deliver the export within ten (10) business days. After the post-termination export window, data will be deleted in accordance with clause 16 unless retention is legally required.

7. Confidentiality

Each Party undertakes to:

1. 7.i Protect the confidential information of the other Party with the same degree of care it uses to protect its own confidential and proprietary information, and in no event using less than reasonable care.
2. 7.ii Disclose confidential information only to its employees, officers, agents, or professional advisors who have a legitimate need to know such information for the purpose of performing obligations under the said agreement, and provided such recipients are bound by written confidentiality obligations no less protective than those set forth herein.
3. 7.iii Use the confidential information solely for the purpose of fulfilling its obligations or exercising its rights under the said agreement, and not for any other purpose, without limitation on competitive or commercial advantage.
4. 7.iv Promptly notify the disclosing Party in writing upon becoming aware of any unauthorized access, use, or disclosure of confidential Information.
5. 7.v Refrain from disclosing Confidential Information in response to a legal or regulatory requirement without first providing the disclosing Party with prompt written notice (to the extent legally permissible) to allow the disclosing Party the opportunity to seek a protective order or other appropriate remedy;
6. 7.vi Provide prior written notice and obtain written consent from the disclosing Party before making any other disclosure of Confidential Information in accordance to the clause.

8. Third-Party Services

The Platform may offer integrations with third-party tools, software, or services, which the Subscriber may choose to enable at their sole discretion. Use of such services is governed by the respective third parties’ terms and conditions, and not by TalentSkout. TalentSkout makes no warranties or representations regarding the availability, performance, or reliability of any Third-Party Services, and expressly disclaims all liability for errors, service interruptions, data loss, or damages resulting from their use. If the Subscriber enables integrations that involve the transfer or processing of Subscriber Data, the Subscriber acknowledges that TalentSkout shall not be liable for any data processing by such third parties.

9. Intellectual Property and Use Rights

TalentSkout retains all rights, title, and interest, including all Intellectual Property Rights, in its platform, content, updates, modifications, and derivative works, whether created by or on its behalf. The Subscriber is granted only a limited, non-exclusive, non-transferable license to use the Services as per this Agreement. The Subscriber grants TalentSkout a perpetual, royalty-free license to use any feedback, suggestions, or content it provides, including for enhancement or integration into TalentSkout’s offerings. TalentSkout may collect and use anonymized, non-identifiable usage data for analytics, service improvement, and marketing. The Subscriber also permits TalentSkout to use its name, logo, and business relationship in promotional and marketing materials, subject to applicable privacy laws.

10. Limitation of Liability

1. 10.1 To the fullest extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages (including, without limitation, loss of income, data, reputation, business opportunities, or access to information), whether based in contract, tort (including negligence), strict liability, or any other legal theory, even if advised of the possibility of such damages.
2. 10.2 In any event, the maximum aggregate liability of either Party shall not exceed the total fees actually paid by the Subscriber to TalentSkout during the twelve (12) months preceding the event giving rise to the claim or the duration of the Subscription Term, whichever is lesser. This limitation shall not apply to liability arising from gross negligence, willful misconduct, or breach of confidentiality obligations.
3. 10.3 The foregoing limitations shall not apply to payment obligations of the Subscriber or to damages arising from breach of payment terms, confidentiality obligations, or indemnity obligations.

11. Warranty

1. 11.1 TalentSkout warrants that, throughout the Subscription Term, its platform will operate substantially in accordance with the terms of this Agreement and applicable documentation, and will be free from material defects that would significantly impair its intended functionality. TalentSkout further commits to maintaining appropriate technical and organizational safeguards to protect the security and confidentiality of Subscriber Data.

12. Warranty Disclaimer

1. 12.1 Except as expressly provided, TalentSkout provides Services "as is" and "as available," without warranties of any kind. TalentSkout does not warrant uninterrupted access, error-free performance, or security from cyber threats.

13. Indemnification

1. 13.1 By TalentSkout: TalentSkout shall indemnify, defend, and hold harmless the Subscriber, its officers, directors, employees, agents, and affiliates from and against all third-party direct claims, damages, penalties, fines, costs, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:
   1. 13.1.1 TalentSkout's material breach of its confidentiality obligations under this Agreement.
   2. 13.1.2 Any claim that the Subscriber's authorized use of the TalentSkout Services infringes or misappropriates any third-party intellectual property right, including copyright, trademark, patent, or trade secret. TalentSkout shall bear the cost of defense for any such Claim, subject to: Prompt written notice by the Subscriber upon becoming aware of a potential or actual claim; TalentSkout retaining exclusive control over the defense and settlement, with the Subscriber's prior written consent required for any settlement that admits liability or imposes obligations on the Subscriber; and The Subscriber's reasonable cooperation in defense efforts.
2. 13.2 Excluded Claims: TalentSkout shall not be liable under Clause 13.1 for IP Claims arising from:
   1. 13.2.1 Modifications, instructions, or customizations made by the Subscriber or on its behalf without TalentSkout's express written approval.
   2. 13.2.2 Integration or use of the Services with hardware, software, or data not provided or approved by TalentSkout, if the combination causes the infringement.
   3. 13.2.3 Any use of the Services in violation of the Agreement or applicable law.
   4. 13.2.4 Claims related to Subscriber Data, including privacy violations, intellectual property infringement, or unlawful content.
   5. 13.2.5 Any reliance on AI-generated outputs from TalentSkout's platform, including but not limited to issues of accuracy, completeness, bias, legality, or interpretability.
3. 13.3 By Subscriber: The Subscriber agrees to indemnify, defend, and hold harmless TalentSkout, its directors, officers, employees, agents, and affiliates against any third-party direct claims, damages, penalties, losses, or expenses (including legal costs) arising out of or related to:
   1. 13.3.1 Subscriber's breach of confidentiality or data usage obligations under this Agreement.
   2. 13.3.2 Improper or unauthorized use of the TalentSkout Services.
   3. 13.3.3 Claims arising from Subscriber Data, including alleged IP infringement, defamation, or regulatory violations
   4. 13.3.4 Instructions, configurations, or modifications introduced by Subscriber that cause or contribute to third-party claims.

   In case of breach of confidentiality or misuse of Services causing irreparable harm to TalentSkout, the Subscriber agrees that injunctive or equitable relief may be sought in addition to monetary damages.

4. 13.4 Conduct of Claims: The indemnified party shall provide prompt written notice of any claim, and delay in notification shall only relieve indemnification obligations if it materially prejudices the defending party. The indemnifying party shall control the defense and settlement of claims but may not settle without written consent from the indemnified party if the settlement imposes liability or admissions. If the indemnifying party fails to assume control within 30 days, the indemnified party may take over the defense at the indemnifying party's expense.

14. Term

1. 14.1 This Agreement shall become effective on the date specified in the applicable Order Form and shall continue for the initial term agreed therein. Thereafter, it shall automatically renew for successive terms equal in duration to the Initial Term i.e. the "Renewal Term", unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiry of the then-current Term. Renewal of the Agreement may be subject to a revision in subscription fees, volume, feature access, usage tier, or billing cycle, to be mutually agreed upon. Any downgrade in scope shall not carry forward pricing or discounts from the prior Term.

15. Termination

1. 15.1 Either Party may terminate this Agreement for cause by providing 30 days' written notice to the other party in the following cases: (i) Material Breach – If the other Party materially breaches this Agreement and fails to remedy the breach within the notice period. (ii) Other Grounds – If the other Party enters into an unauthorized arrangement with creditors or initiates winding-up or insolvency proceedings (except in cases of legitimate corporate restructuring); is reasonably suspected of engaging in illegal activities or actions prejudicial to the terminating Party's business or reputation; engages in fraud, gross misconduct, willful dishonesty, or misuse of the TalentSkout Platform, Services, or proprietary materials; breaches any representation, warranty, or obligation under this Agreement; or ceases or threatens to cease its business operations.

16. Refund

1. 16.1 Upon termination by the Subscriber in accordance with clause 13, TalentSkout will refund any prepaid fees on a pro-rata basis for the remaining unused portion of the Subscription Term. However, such termination shall not relieve the Subscriber of any accrued payment obligations or liabilities incurred prior to the effective date of termination.

17. Retrieval of Subscriber Data

1. 17.1 Upon termination, TalentSkout shall provide the Subscriber with read-only access to its platform for up to thirty (30) days at no additional cost, solely for data retrieval purposes. Thereafter, TalentSkout may delete Subscriber Data from its active systems unless retention is legally required. Subscribers may request expedited deletion in writing, including backup destruction.

18. Change of Control

1. 18.1 A "Change of Control" means a transaction where more than 25% of the equity or voting rights of the Subscriber are transferred, or the Subscriber merges with or is acquired by another entity. The Subscriber must notify TalentSkout at least thirty (30) days in advance of any such change. TalentSkout may withhold consent if the successor entity fails to accept this Agreement in writing. If consent is not granted, TalentSkout may terminate this Agreement with fifteen (15) days notice.

19. General Provisions

1. 19.1 Governing Law: This Agreement shall be governed by the laws of India. All disputes shall be subject to the exclusive jurisdiction of the courts at Bengaluru, Karnataka.
2. 19.2 Dispute Resolution: Before commencing arbitration, the parties shall first attempt to resolve any dispute through good-faith discussions between designated executives for a period of up to thirty (30) days after written notice of the claim. If unresolved, the dispute shall be submitted to binding arbitration under the applicable institutional rules. The seat and venue shall be Bengaluru, India, before a sole arbitrator, with proceedings conducted in English and governed by Indian law.
3. 19.3 Injunctive Relief: The Parties agree that breaches of confidentiality, non-use, or other obligations under this Agreement cause any irreparable harm to entitle the affected Party to seek injunctive relief or specific performance.
4. 19.4 Notices: All notices must be sent in writing. Notices to TalentSkout must be emailed to the email address mentioned hereunder, Notices to the Subscriber shall be sent to the email address provided in the Order Form, unless otherwise notified in writing.
5. 19.5 No Third-Party Beneficiaries: The terms of this Agreement are binding solely on the Parties, their successors, and permitted assigns. No third-party shall have any rights or benefits under this Agreement.
6. 19.6 Force Majeure: Neither Party shall be liable for failure to perform due to events beyond reasonable control including natural disasters, government orders, war, labor disruptions, epidemics, or internet outages. The affected Party must notify the other promptly and use reasonable efforts to resume performance. If such an event continues beyond thirty (30) days, the unaffected Party may terminate this Agreement.
7. 19.7 Anti-Corruption: Each Party shall comply with all applicable anti-corruption laws in relation to this Agreement. Each Party agrees that it will not offer to pay or give anything of value to anyone, including foreign governmental officials or related persons or entities, on either Party's behalf to corruptly: (i) influence any official act or decision; (ii) secure any improper advantage; (iii) obtain or retain business, or direct business to any person or entity; or (iv) induce or reward any favorable action in any matter related to the subject of this Agreement or the business of either Party. Each Party further agrees to maintain accurate books and records in relation to this Agreement and to cooperate with the other Party in any anti-corruption due diligence process or investigation related to this Agreement.
8. 19.8 Non-Disparagement: During and after the term, both Parties shall refrain from making any sort of public or private disparaging statements about the other Party or its services. Any constructive, confidential feedback is permitted and shall not be restrictive and may be given freely, without limitation or prior approval, but in confidence.
9. 19.9 Relationship of the Parties: The Parties are independent contractors. This Agreement does not create any partnership, joint venture, or employer-employee relationship.
10. 19.10 Conflict of Terms: In the event of any inconsistency between this Agreement and any Order Form, the terms of the Order Form shall prevail.
11. 19.11 Amendments: Any modifications must be in writing and signed by authorized representatives of both Parties.
12. 19.12 Reseller Use: If TalentSkout Services are procured via an authorized third-party reseller, this Agreement shall apply unless explicitly overridden by a separate agreement between TalentSkout and the Subscriber.
13. 19.13 Precedence over Reseller Terms: In case of conflict between this Agreement and any reseller agreement, the terms herein shall prevail with respect to the Subscriber and TalentSkout.
14. 19.14 Assignment: Neither Party may assign this Agreement without the prior written consent of the other, except to an affiliate or as part of a merger or acquisition.
15. 19.15 Severability: If any provision is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force.
16. 19.16 Waiver: No waiver of any provision shall be deemed a waiver of any other provision or of the same provision on another occasion.
17. 19.17 Surviving Provisions: The provisions relating to Confidentiality, Fees, Disclaimers, Limitation of Liability, Indemnity, Termination, and Governing Law shall survive termination for three (3) years or until resolution of any post-termination claims, whichever is later.
18. 19.18 Interpretation: The Agreement shall not be construed against either Party as the drafter. Section headings are for reference only and shall not affect interpretation.
19. 19.19 Electronic Signatures: This Agreement may be executed and delivered electronically, and such electronic signatures shall be binding as if physically signed.
20. 19.20 Multi-Jurisdiction Addenda: If the Subscriber is established in, or otherwise subject to, United States, European Union, or United Kingdom laws that impose additional mandatory requirements (including without limitation, state automatic-renewal statutes, the U.S. FTC Negative-Option Rule, the EU GDPR Standard Contractual Clauses, EU consumer withdrawal rights, the UK GDPR, the International Data Transfer Agreement, and UK consumer auto-renewal notice laws), the Parties may execute a jurisdiction-specific addendum namely (a) a United States Addendum, (b) an EU Addendum, or (c) a UK Addendum each of which shall supplement and, solely for the relevant territory, prevail over any conflicting terms of this Agreement, without altering the governing-law selection in clause 19.1 or the arbitration seat in Section 19.2 unless expressly stated. These amendments become effective on the earlier of the Subscriber's next online acceptance of the Terms or thirty (30) days after the Company posts the revised Terms to the Platform. Any annexures relating to compliance for specific countries must be read as a part and parcel of these Terms of Service.

20. Contact Us

For queries, complaints, or data-related requests, please contact:

• Ritesh Mohan Gupta
• Data Protection Officer, TalentSkout.ai
• Email: hr@talentskout.ai
• Phone: +91-8882350264, +1-(469)982-4425
• Address: 15/72, 1st Floor, 59th Cross, 4th Block Rajajinagar, Bengaluru 560010, Karnataka, India

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