Effective Date: 02/15/2025

Welcome to Talevation's SaaS Assessment On Demand platform (the "Platform"). By accessing

or using the Platform, you (the "User") agree to comply with and be bound by these Terms and

Conditions (the "Agreement"). Please read this Agreement carefully. If you do not agree with

any part of these terms, you may not use the Platform.

1. Definitions

• 1.1 "Talevation" refers to Talevation, LLC, including its affiliates, subsidiaries, and successors.
• 1.2 "Platform" refers to Talevation's web-based software-as-a-service (SaaS) solution for delivering assessments and related tools.
• 1.3 "User" refers to any individual or entity accessing or using the Platform.
• 1.4 "Content" refers to all assessments, reports, data, text, graphics, and other materials available on or through the Platform.

2. Eligibility

• 2.1 By using the Platform, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into this Agreement.
• 2.2 Organizations using the Platform must ensure their representatives are authorized to agree to these terms on their behalf.

3. Account Registration and Security

• 3.1 To access certain features of the Platform, you may need to create an account. You agree to provide accurate and complete information during registration and to update your information as necessary.
• 3.2 You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
• 3.3 Talevation reserves the right to suspend or terminate accounts if fraudulent, inaccurate, or unauthorized activity is detected.

4. License and Restrictions

• 4.1 Talevation grants you a limited, non-exclusive, non-transferable license to use the Platform solely for its intended purpose.
• 4.2 You agree not to:
• Copy, modify, distribute, or create derivative works based on the Platform or its Content.
• Reverse engineer, decompile, or otherwise attempt to extract the source code of the Platform.
• Use the Platform for any unlawful, harmful, or unauthorized purpose.

5. Fees and Payment

• 5.1 Access to the Platform may be subject to fees as outlined in a separate pricing agreement. Payments must be made in accordance with the terms specified in such agreements.
• 5.2 Assessments purchased through the Platform must be used within a sixty (60) day usage period (the "Usage Period") from the date of purchase. Unused assessments after the Usage Period will expire and will not be refunded.
• 5.3 Talevation reserves the right to modify pricing with prior notice to Users.
• 5.4 Failure to pay fees when due may result in suspension or termination of access to the Platform.

6. Intellectual Property

• 6.1 Talevation retains all rights, title, and interest in and to the Platform and its Content, including intellectual property rights.
• 6.2 Users may not use Talevation’s trademarks, logos, or other proprietary information without prior written consent.

7. Confidentiality

• 7.1 Users agree to keep confidential any non-public information disclosed by Talevation, including but not limited to pricing, business strategies, and technical specifications.
• 7.2 Talevation agrees to maintain the confidentiality of User data except as required to provide the Platform’s services or comply with legal obligations.

8. Data Privacy

• 8.1 Talevation will collect, use, and process personal data in accordance with its Privacy Policy, which is incorporated by reference into this Agreement.
• 8.2 Users are responsible for ensuring compliance with applicable data protection laws when using the Platform.

9. Disclaimer of Warranties

• 9.1 The Platform is provided "as is" and "as available" without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
• 9.2 Talevation does not warrant that the Platform will be uninterrupted, error-free, or completely secure.

10. Limitation of Liability

• 10.1 To the fullest extent permitted by law, Talevation shall not be liable for any indirect, incidental, special, or consequential damages arising from the use of or inability to use the Platform.
• 10.2 Talevation’s total liability under this Agreement shall not exceed the fees paid by the User in the twelve (12) months preceding the claim.

11. Indemnification

• 11.1 Users agree to indemnify and hold harmless Talevation from any claims, liabilities, damages, losses, or expenses (including legal fees) arising from their use of the Platform or violation of this Agreement.

12. Termination

• 12.1 Talevation may suspend or terminate access to the Platform for any violation of this Agreement or if required to do so by law.
• 12.2 Users may terminate their account at any time by providing written notice to Talevation.
• 12.3 Upon termination, all rights granted to the User under this Agreement will cease.

13. Governing Law and Dispute Resolution

• 13.1 This Agreement shall be governed by the laws of the State of Indiana, without regard to its conflict of law principles.
• 13.2 Any disputes arising under this Agreement shall be resolved through binding arbitration in Indiana, unless otherwise agreed by the parties.

14. Amendments

• 14.1 Talevation reserves the right to modify this Agreement at any time. Users will be notified of material changes and must accept the updated terms to continue using the Platform.

15. Miscellaneous

• 15.1 This Agreement constitutes the entire agreement between the parties concerning the Platform and supersedes all prior agreements.
• 15.2 If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
• 15.3 Users may not assign this Agreement without prior written consent from Talevation. Talevation may assign this Agreement without restriction.

If you have any questions about these Terms and Conditions, please contact us at

support@talevation.com.