Effective on 12th July 2021
These terms of service ("Terms") constitute a contract between you and Talenox and govern the use by you, your agents and end users of our website at www.talenox.com (the "Site") and all of the products and Services (as defined below) offered by Talenox.
By accepting these Terms, or by accessing or using the Service or Site, or authorising or permitting any agent or end-user to access or use the Service or Site, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, organisation or another legal entity (an "entity"), you are agreeing to these Terms for and on behalf of that entity and representing to Talenox that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms "you," "your" or related capitalised terms herein 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 these Terms and may not use the Service, or continue accessing the Site.
If you have any questions about these terms, please feel free to contact us through our Site or email us at email@example.com.
1.1. Talenox Pte Ltd (registration number: 201417072C) ("Talenox", "we", "us" and/or "our") provides hosted integrated cloud human resources solutions through the Site and any applicable software (as defined below) (collectively, the "Service"). The Service is provided by Talenox to you and any individual or entity to whom you grant the right to access the Service through your account as an agent and/or administrator as identified through a unique login ("agent"), or as an end-user connecting with you or your agents via the service ("end user"), subject to these Terms and all modifications thereto and/or other rules that may be published from time to time by Talenox. From time to time, we may notify you of updates or modifications to or new versions of the Service and your usage of the updated or new versions of the Service, or your continued use of the Service and/or access to the Site confirms your acceptance of the new or updated Service, Site and these Terms. Your failure to accept such revisions, updates or modifications may entitle Talenox to terminate the Service, your Subscription (as defined below) or your access to the Site, in accordance with clause 9.1 below. It is your responsibility to periodically check the Site for any amendments to these Terms.
2.1. During the term of your subscription to the Service ("Subscription", and such term, the "Subscription Period"), you have the limited right to use the Service solely for your own internal, personal or limited commercial use as an online platform to communicate with your end users. The terms of your Subscription, including without limitation, the fees for the Service, the Subscription Period and the number of agents or end users permitted, shall be set out in the relevant "Subscription Plans" page provided by and entered with Talenox ("Talenox Subscription Form") ("Subscription Plan"). In the event that there are any changes to the applicable fees or the Subscription Plan(s), we will communicate such changes to you in advance and, if applicable, how to accept those changes. The Talenox Subscription Form and Subscription Plan shall form an integral part of your Agreement with Talenox (if applicable).
2.2. All users will be provided with a 30-day free trial to the SUITE Plan and benefits upon subscription. Following the trial, your account will automatically convert into a FREE Plan with access to the basic functions of the Site. At any time, users can upgrade to one of Talenox’s paid plans, including but not limited to the SUITE Plan, by keying in the appropriate information on the Site’s "Subscription Plans" page. Users can also choose to convert their account back into a FREE Plan at any time from the same "Subscription Plans" page on the Site. In the event a user decides to downgrade from the SUITE Plan to a FREE Plan, no credits will be refunded to that user, and the user shall be allowed to full access to the SUITE Plan until the end of the billing cycle.
2.3. You agree to provide information as required by Talenox, and represent that all provided shall be true, accurate, current and complete. You agree not to transfer, lease, rent, assign, sublicense or resell the Service, in whole or in part, unless you are an authorised partner of Talenox and only pursuant to a separate partners' agreement entered into between you and Talenox ("partners' agreement"), and you further agree not to allow any third party other than your agents and end users to access the Service. You are responsible for compliance with the provisions of these Terms by your agents and end users and for any and all activities that occur under your account.
2.4. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the service (collectively, "Equipment"). You shall be responsible for ensuring that such Equipment is compatible with the Service (and, to the extent applicable, the Software (as defined below)) and complies with all configurations and specifications set forth in Talenox’s published policies then in effect.
2.6. While Talenox strives to protect personal information and privacy, we cannot always guarantee the security of any information you disclose online. You acknowledge by entering into this Agreement (as defined below) that you are aware of our limitations with respect to security and privacy and that Talenox will have no liability to you for any unauthorised access or use of any of your Content, or any corruption, tampering, deletion, destruction or loss of any of your Content.
2.7. As part of the registration process, you and each agent may be required to identify a user name and password for your account ("login credentials"). You agree and acknowledge that each agent will be identified by a unique login credential and that an agent login credential may only be used by one (1) individual. You will not share an agent login credential among multiple individuals. You and your agents are responsible for maintaining the confidentiality and security of all login credentials for your account. Subject to any limitation on the number of individual agents or end users available under your Subscription Plan, access to and use of the Service is restricted to the specified number of individual agents permitted under your Subscription Plan.
2.8. You and your agents are responsible for maintaining the confidentiality and security of your and your agents’ login credentials and agree to immediately notify us of any unauthorised use of the Service or any other breach of security related to the Service or Site known to or suspected by you and/or your agents. Talenox assumes no responsibility for the deletion of or failure to store electronic messages, communications, or other information or other Content submitted by you, your agents or your end users using the Site or Service, whether submitted as part of the Service or otherwise.
2.9. You shall comply with any codes of conduct, policies or other notices that Talenox provides you or publishes on the Site in connection with the Service and use or access of the Site. If you violate any these Terms, you, your agents and end users may be permanently or temporarily banned from using the Service or accessing the Site at Talenox's sole and absolute discretion.
2.10. You agree not to use the Service and/or the Site (as applicable):
(a) to display, upload or promote obscene, indecent, pornographic or sexually explicit activities or content;
(b) to promote or engage in abusive, threatening, inflammatory, hateful, harmful, harassing, libellous or violent behaviour;
(c) to promote or engage in discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
(d) to promote or engage in illegal activities, unfair or deceptive practices or violate the applicable law;
(e) to violate the intellectual property rights of third parties in a manner that has the potential to interfere with the use and enjoyment of the Service or Site by others, or the deployment, administration or operation of the Service or Site by Talenox;
(f) to use, or misuse, in any way which may impair the functionality of the Service or the Site, or other systems used to deliver the Service or Site, or impair the ability of any other user to use or access the Service or Site;
(g) interact with Talenox, its officers, directors, employees, advisors, parents, subsidiaries, affiliates, agents, successors or assigns ("Talenox Officials") or Talenox’s other representatives, or any other user of the Site or Service in a disrespectful and/or uncivil manner;
(h) to post, store or transmit any Content that:-
(i) to solicit, harvest or collect personal information or any information regarding anyone by whatever any means (electronic or otherwise) for the purposes of sending unsolicited emails or other unsolicited communications or any other authorised purpose;
(j) to advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorised;
(k) to modify, adapt, hack or tamper with the Service, or otherwise attempt to gain unauthorised access to the Service, the Site or its related systems or networks;
(l) to sell, sub-licence, lease, transfer, dispose or otherwise assign your account or allow any person other than your agent and end users to access or use your Subscription or account;
(m) to copied, reproduce, distribute, republish, display, post or transmit any part of the Service or Site in any form or by any means to any third parties;
(n) attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any part of the Service or Site; or
(o) to access or use the Service or Site to build a similar or competitive product or service.
2.11. Talenox reserves the right to refuse to transmit or to remove any information or materials, in whole or in part, that, in its sole and absolute discretion, Talenox deems unacceptable, undesirable, inappropriate or in violation of any law or these Terms.
2.12. In addition to Talenox’s rights as set forth below in the termination section of these Terms, Talenox reserves the right, in its reasonable discretion, to temporarily suspend your access to and use of the Service or Site:
(a) during planned downtime for upgrades and maintenance to the Service or Site (of which Talenox shall use commercially reasonable efforts to notify you in advance);
(b) during any unavailability caused by circumstances beyond Talenox’s reasonable control, such as, without limitation, technical failures beyond Talenox’s reasonable control (such as, without limitation, inability to access the internet or failure of infrastructure systems), acts of war, acts of terror or other civil unrest, acts of vandalism, natural disaster or other acts of god, strikes, unavailability of energy sources, acts of government, pandemics, epidemics or acts undertaken by third parties, including without limitation, distributed denial of service attacks collectively, "Force Majeure Events"); or
(c) if Talenox suspects or detects any malicious software connected to your account or use of the Service or Site by you, or your agents or end users.
3.1. Any software that may be made available by Talenox in connection with the Service ("Software") contains proprietary and confidential information that is protected by the applicable intellectual property and other laws. Subject to the terms and conditions of this Agreement, Talenox grants to you a non-exclusive, non-transferable, limited license to use the Software solely for the purpose of accessing and using the Service and/or Site in accordance with these Terms during the term of this Agreement.
3.2. The Service is provided on an "as is" and "as available" basis. You agree not to do any of the following:
(a) copy the source code of the Service, the Software or its content, translate the Service, the Software or its content,
(b) reverse engineer (or make any attempt to discover the source code of the Service or Software), disassemble, modify, decompile, alter, duplicate, or make copies of the Service, the Site, or the Software, harass, threaten, embarrass or cause distress or discomfort to any Talenox Official or Talenox’s other representatives, end user, or any other individual or entity,
(c) access the Service by any means other than through the interface that is provided by Talenox for use in accessing the Service, impersonate any other person or entity, including without limitation any Talenox Official, or misrepresent your affiliation with Talenox or any other person or entity, or send unsolicited bulk emails (spam) with a link to the Service (including button codes or monitor tags) or the Site, or a link to a website that contains a link to the Service or Site.
4.1. You acknowledge and agree that Talenox is the sole owner of the Service, Site and Software, including without limitation, all applicable copyrights, patents, trademarks, trade secrets, database rights, treaties, and all other intellectual property rights appurtenant thereto. You acknowledge that no title to the intellectual property in the Service, Site and Software transfers to you as a result of your Subscription or access and/or use of the Service. You further acknowledge that title and full ownership rights to the Service will remain the exclusive property of Talenox and you will not acquire any rights to the Service except as expressly set forth herein. You are not permitted to disseminate any information that is made available to you, as a licensee, by Talenox, including without limitation, login credentials. Any rights not expressly granted herein are reserved.
5.1. The Service is provided "as is, as available" without warranty of any kind, either express or implied. Without limiting the foregoing, and to the maximum extent possible under applicable law, Talenox specifically disclaims any and all warranties, representations or endorsements, including, but not limited to: any warranties concerning the availability, use or access, accuracy, security, usefulness, interoperability, or content of the Service, Software or Site; and any warranties of non-infringement, title, merchantability or fitness for a particular purpose. This disclaimer applies to any damages or injury caused by the Service, Software or Site, including without limitation as a result of any failure of performance, error, omission, interruption, deletion, defect, delay or error in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorised access to, alteration of, or use of record.
5.2. It is your sole responsibility to isolate the Service and execute anti- contamination services and otherwise take steps to ensure that services or other information obtained from the Service, Software or Site, if contaminated or infected, will not damage your information or system. Talenox makes no warranty regarding any transactions entered into through, or your use or access to, the Service, Software or Site. No advice or information, whether oral or written, obtained by you from Talenox, shall create any warranty not expressly made herein. Talenox assumes no responsibility for the deletion or failure to store, deliver or timely deliver any information and you use or access the Service, Software and Site at your own risk.
6.1. In no event shall Talenox, Talenox Officials or Talenox’s other representatives, be liable to you or any person: for any indirect, special, punitive, incidental or consequential damages (including, without limitation, damages for loss of business profits, business interruption, loss of programs or information and the like), in any way arising out of the delivery, performance, or use of the Service, Software and/or Site, even if Talenox shall have been advised of the possibility of such damages, and regardless of the form of action, whether in contract, tort, or otherwise; or for any claim attributable to errors, omissions, or other inaccuracies in, or destructive properties of the service, or any other software or other content. In jurisdictions that do not allow the exclusion of implied warranties or the limitation of liability for consequential or incidental damages, Talenox's liability shall be limited to the fullest extent permitted by the applicable law.
6.2. Notwithstanding any other provision to the contrary, to the fullest extent permitted under applicable laws, you agree that in no event will Talenox's total liability exceed the total of the fees, if any, paid by you for your Subscription during the 12-month period immediately preceding the alleged claim or alleged cause of action.
7.1. You agree that you will not share the Service or Software to any country, person, entity, or end user in violation of the Republic of Singapore's export restrictions.
8.1. Talenox will indemnify and hold you harmless, from and against any claim against you by reason of your use of the Service as permitted hereunder, brought by a third party alleging that the Service infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an "IP Claim"). Talenox shall, at its expense, defend such IP Claim and pay any damages finally awarded by a court or administrative tribunal against you and/or Talenox in connection with such IP Claim, including the reasonable legal fees and expenses incurred by Talenox for such defence, provided that:-
(a) you promptly, and as soon as reasonably possible, notify Talenox in writing of the threat or notice of such IP Claim;
(b) Talenox will have the sole and exclusive control and authority to select the defence attorneys to defend and/or settle any such IP Claim; and
(c) at Talenox’s expense, you fully cooperate with and provide all reasonable assistance to Talenox in connection therewith.
8.2. If use of or access to the Service or Site by you, your agents or end users has become, or in Talenox’s sole and absolute opinion is likely to become, the subject of any such IP Claim, Talenox may at its sole and absolute discretion and expense:-
(a) allow you the right to continue using the Service or Site as set forth in these Terms and/or any other terms and conditions which Talenox shall impose;
(b) replace or modify the Service or Site to make it non-infringing; or
(c) if options (a) or (b) are not commercially and reasonably practicable as determined by Talenox in its sole and absolute discretion, terminate your Subscription and repay you, on a pro-rated basis, any prepaid portion of fees attributable to the remainder of the term of your Subscription that is unutilised.
8.3. Talenox will have no liability or obligation under this indemnification section with respect to any IP Claim if such claim is caused in whole or in part by, directly or indirectly:-
(a) compliance with designs, data, instructions or specifications provided by you;
(b) modification of the Service, Software or Site by anyone other than Talenox; or
(c) the combination, operation or use of the Service, Software or Site with any other hardware or software where the Service would not by itself be infringing.
8.4. The provisions of this indemnification section state the sole, exclusive and entire liability of Talenox to you (if any), and shall constitute your sole and only remedy with respect to an IP Claim brought by reason of access to or use of the Service or the Site by you, your agents or end users.
8.5. By using or accessing the Service or Site, you agree to indemnify and hold Talenox harmless from and against any claims brought by third parties against Talenox arising in connection with or related to the use or access of the Service or Site by you, your agents or end users in breach of any of the provisions, terms or conditions set forth in this Agreement, provided that Talenox promptly notifies you of the threat or notice of such a claim.
9.1. Either Talenox or you may terminate this Agreement (including without limitation, your Subscription Plan) as of the end of your then-current Subscription Period upon written notice to the other, on or prior to the date thirty (30) days preceding the end of such Subscription Period.
9.2. Unless your Subscription Plan is so terminated in accordance with clause 9.1 above, your Subscription Plan will automatically renew for a further Subscription Period equivalent in length to the then-expiring Subscription Period. Unless otherwise agreed to in writing, the fees applicable to your Subscription Plan for any such subsequent Subscription Period shall be Talenox’s standard fees then existing for the subscription plan to which you have subscribed as at the time such subsequent Subscription Period commences.
9.4. If you terminate your Subscription Plan prior to the end of your then-effective Subscription Period, or Talenox effects such termination or cancellation under these Terms, then in addition to other amounts you may owe Talenox, you must immediately pay any then unpaid Subscription charges associated with the remainder of such Subscription Term. Such amounts and charges will not be payable by you in the event you terminate your Subscription to the Service or cancel your account as a result of a material breach of these Terms by Talenox, provided that you provide advance written notice of such breach to Talenox and afford Talenox not less than thirty (30) days to reasonably cure such breach.
9.5. Talenox may, in its sole and absolute discretion, terminate, discontinue or modify the Service or Site or your use of the Service or Site (or any part thereof), permanently or temporarily, if Talenox believes that you, your agents or end users have violated any these Terms. Talenox will endeavour to give you advance notice or the suspension or termination of such access or use. However, there may be time sensitive situations where we may decide that we may need to take action without notice. Talenox shall not be liable to you, your agents, your end users or any other third party for any such modification, suspension or discontinuation of your rights to access and use the Service or Site. Any suspected fraudulent, abusive, or illegal activity by you, your agents or end users may be referred to the relevant law enforcement authorities at Talenox’s sole and absolute discretion. We reserve the right to pursue legal action if we deem necessary.
9.6. Upon the termination of your Subscription Plan for any reason whatsoever, you will immediately cease all use of the Service and any documentation provided to you and return or destroy all copies thereof (whether in physical, electronic or other medium). Your right and license to use the Service shall immediately cease upon termination. You shall thereafter have no right, and Talenox shall have no obligation, to forward your Content or any messages or information to you, your end users or any other third party. Except as otherwise expressly provided herein, all accrued rights to payment and all sections of these Terms which by their nature should survive termination will duly survive termination, including, without limitation, restrictions on the use of the Service and Site, payments obligations for any amounts owed, indemnities, warranty disclaimers, and limitations of liability. Termination is not an exclusive remedy and we reserve the right to apply for all other available remedies in contract, law or equity.
10.1 To the extent the Service or any portion thereof is made available for any fee, you will be required to select a Subscription payment plan which is described fully on our pricing page and provide Talenox information regarding your credit card or other payment instrument. You represent and warrant to Talenox that such information is true, accurate and recent, and that you are authorised to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Talenox the amount that is specified in your selected Subscription payment plan in accordance with the terms of such Subscription Plan and/or Talenox Subscription Form. You hereby authorise Talenox to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable Subscription Plan until you terminate your Subscription Plan, and you further agree to pay any charges so incurred. If you dispute any charges you must let Talenox know within sixty (60) days after the date that Talenox bills your payment instrument. Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments (collectively "Taxes"). You shall be responsible for all Taxes associated with your Subscription Plan.
11.1 Talenox shall not be liable to you, your agents, end-users or any other person for any delay or failure in the performance of this Agreement, provision of the Service and/or access to the Site, or for any loss or damage of any nature whatsoever suffered by you or such persons due a Force Majeure Event, as defined above.
12.1 Each party to this Agreement (a "Party", and collectively, the "Parties") shall comply with the export laws and regulations of the Republic of Singapore and other applicable jurisdictions in providing and using the service. Without limiting the generality of the foregoing, you shall not make the Service available to any person or entity that:
(a) is located in a country that is subject to a Singapore government embargo or sanction; or
(b) is listed on any Singapore government list of prohibited or restricted parties.
13.1 You may be able to integrate, enable, access or use third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the Service links to, or which you may connect to, integrate, or enable in conjunction with the Service, including, without limitation, products or services provided by affiliates of Talenox (collectively, "Other Services"). If you decide to integrate, enable, access or use Other Services, you understand and agree that your access and use of such Other Services is governed solely by the terms and conditions of such Other Services, and Talenox does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Other Services, including, without limitation, their content or the manner in which they handle data (including your Content) or any interaction between you and the provider of such Other Services. You irrevocably waive any claim against Talenox with respect to such Other Services. Talenox is not liable for any damage or loss caused or alleged to be caused by or in connection with your integration, enablement, access or use of any such Other Services, or your reliance on the privacy practices, data security processes or other policies of such Other Services. You may be required to register for or log into such Other Services on their respective websites. By integrating, enabling any Other Services, you are expressly permitting Talenox to disclose your account credentials as well as your content as necessary to facilitate the integration or enablement and use of such Other Service.
14.2 Notwithstanding the foregoing, additional terms may apply to certain features of the Service (the "Additional Terms"). The Additional Terms will be considered incorporated into these Terms when you activate the relevant feature. In theMISCELLANEOUS event of any conflict between these Terms and the Additional Terms, the Additional Terms will prevail.
14.3 Talenox may amend these Terms from time to time ("Amended Terms"), in which case the Amended Terms will supersede any prior versions. Talenox may but is under no obligation to notify you via the Site or your account prior to the effective date of the Amended Terms. Your continued use of the Service and/or access to the Site following the effective date of the Amended Terms may be relied upon by Talenox as your consent to the Amended Terms. Your failure to accept such revisions, updates or modifications may entitle Talenox to terminate the Service, your Subscription or your access to the Site, in accordance with clause 9.1. It is your responsibility to periodically check the Site for any amendments to these Terms.
14.4 If any part of this Agreement is held by a court of any jurisdiction to be illegal, invalid or unenforceable, that portion shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the Parties, and the remaining portions shall remain in full force and effect.
14.5 You may not assign, transfer, sublicense or pledge this Agreement without the prior written consent of Talenox. Talenox may transfer, assign, sublicense or pledge, in any manner whatsoever, any of its rights and obligations under this Agreement to a subsidiary, affiliate, or successor thereof, or to any third party whatsoever, without notifying you or receiving your prior consent.
14.6 Nothing in this Agreement shall constitute a partnership or establish a relationship of principal and agent or any other relationship of a similar nature between or among the Parties.
14.7 A person or entity who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement.
14.8 Any waiver (express or implied) by Talenox of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach. No provision of this Agreement may be waived except by a written instrument expressly waiving such provision and signed by a duly authorised officer of Talenox.
14.9 By entering into this Agreement, you acknowledge that you are transacting business with Talenox in the Republic of Singapore. This Agreement and any disputes arising thereof, including without limitation, any questions regarding its existence, validity or termination of the same, or in relation to your access or use of the Service of the Site shall therefore be governed in all respects by the laws of the Republic of Singapore, without regard to the principles of conflicts of law and, unless otherwise elected by Talenox in a particular instance, the Parties hereby submit to the exclusive jurisdiction of the Singapore. In the event of any of the abovementioned dispute(s), the Parties shall at first instance take reasonable efforts to settle and resolve such disputes in good faith and in an amicable manner by negotiation. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the service or these terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
If you have any thoughts or questions about this Terms of Service, please contact our Support Team at firstname.lastname@example.org.
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