TALGO HIRING MASTERY SEMINAR COURSE AGREEMENT

THE AGREEMENT: This Course Agreement (hereinafter, "Agreement") is made by and between Talgo Inc., a Delaware Corporation ("Course Provider,") and you, further defined below, as a participant in the Course, also defined below.

This Agreement shall govern the use of all pages and screens in and on the Course (all collectively referred to as "Course") and any services provided by or on this Course Provider through the Course ("Services") and/or on the Course Provider's website ("Website").

1. PARTIES. The parties referred to in this Agreement shall be defined as follows:

A) Course Provider, us, we: Course Provider, as the creator, operator, and publisher of the Course, is responsible for providing the Course publicly. Course Provider, us, we, our, ours and other first-person pronouns will refer to the Course Provider, as well as, if applicable, all employees and affiliates of the Course Provider.

B) You, the user, the participant: You, as the participant in the course and user of the Website, will be referred to throughout this Agreement with second-person pronouns such as you, your, yours, or as user or participant.

2. PAYMENT & REFUNDS. The entirety of the fees are due and payable upon your registration in the Course. You may request a refund within one week of the first session of the Course. You will not be entitled to a refund thereafter.

3. LICENSE TO USE WEBSITE & ACCESS COURSE MATERIALS. We may provide you with certain information as a result of your accessing of the Course through the Website. Such information may include, but is not limited to, documentation, data, or information developed by us and other materials which may assist in your participation in the Course ("Materials"). Subject to this Agreement, we grant you a non-exclusive, limited, non-transferable and revocable license to use the Materials solely in connection with your participation in the Course, your use of the Website and your business hiring processes that you run or manage.

4. COURSE MATERIALS. The Course and any of its accompanying Materials may not be shared with any third party. If we suspect that the Course or Materials are being shared and/or that you have shared your log-in information with any third party, we reserve the right to immediately terminate your access to the Course, in our sole and exclusive discretion.

You agree that the Materials, the Course, the Website, and any other Services provided by the Course Provider are the property of the Course Provider, including all copyrights, trademarks, trade secrets, patents, and other intellectual property ("Company IP"). You agree that the Company owns all right, title and interest in and to the Company IP and that you will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.

5. CONTENT YOU POST. Through your participation in the Course and your use of the Website, you may be permitted to post materials to the Course pages and other parts of the Website ("User Contributions"). You hereby grant Course Provider a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit and make derivative works of User Contributions you post. The Course Provider claims no further proprietary rights in your User Contributions.

6. ACCEPTABLE USE. You agree not to use the Course or the Website for any unlawful purpose. You agree not to use the Course or the Website in any way that could damage the Course, Website, Services, or general business of the Course Provider or would otherwise violate the legal rights of the Course Provider or third party.

7. NAME, IMAGE, LIKENESS RELEASE. You authorize the Course Provider’s assignees, licensees, legal representatives and transferees a perpetual, irrevocable and world-wide right to use and publish (with or without your name, company name, or with a fictitious name) any audiovisual recordings, photographs, pictures, portraits or images captured at or around the Course in any and all forms and media and in all manners, including, but not limited to, composite images and distorted representations (“Recordings”), for the purposes of publicity, illustration, commercial art, advertising, publishing (including publishing in electronic form or on internet websites) for any product or services, or for such other lawful uses as may be determined by the Course Provider. Course Provider or its designee shall have complete ownership of the Recordings in which your voice and/or likeness appears, including copyright interests, and you acknowledge that you do not have an interest or ownership in the Recordings or their copyright. You waive any and all right to review or approve any uses of your name, likeness, images, written copy, or finished product. Should you submit a request in writing to the Course Provider within one week of a Recording that you prefer your name, likeness, images of you, written copy or finished not be used, we will make reasonable efforts to honor such a request. You expressly release and indemnify the Course Provider and its officers, employees, agents and designees from any and all claims known and unknown, including but not limited to those based on misappropriation, copyright infringement, libel, invasion of privacy or violation of any right of publicity, arising out of or in any way connected with the above granted uses and representations. 

8. INDEMNIFICATION/LIMITATION ON LIABILITY. You acknowledge and agree that any information posted in the Course, in the Materials, or on the Website is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between you and us. We do not assume responsibility or liability for any advice or other information given in the Course, in the Materials, or on the Website. You acknowledge and agree that you are solely and exclusively responsible for the choices that you make with regard to this Course, the Materials contained within it, any of your own business decisions, or any other actions or inaction you choose to take. 

You agree to defend and indemnify the Course Provider and any of our affiliates (if applicable) and hold us harmless against any and all legal claims and demands, particularly and especially employment related claims or demands, including reasonable attorney's fees, which may arise from or relate to your participation in the Course, your use or misuse of the Website, your breach of this Agreement, or your conduct or actions. You agree that we shall be able to select our own legal counsel and may participate in our own defense, if we wish.

We are not liable for any damages that may occur to you as a result of your participation in the Course or your use of the Website, to the fullest extent permitted by law. The maximum liability of Course Provider arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount you paid to us in the last three (3) months. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

9. DATA LOSS. We do not assume or accept responsibility for the security of your account or content. You agree that your participation in the Course or use of the Website is at your own risk.

10. SERVICE INTERRUPTIONS. We may need to interrupt your access to the Course to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Course and/or Website may be affected by unanticipated or unscheduled downtime, for any reason, but that we shall have no liability for any damage or loss caused as a result of such downtime.

11. TERM, TERMINATION & SUSPENSION. We may terminate this Agreement with you at any time for any reason, with or without cause. We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of us or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. You may also terminate this Agreement at any time by contacting us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

12. GENERAL PROVISIONS.

A) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Course and your use of the Website, you agree that the laws of California shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and us, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of Santa Clara County, California. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.

B) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in Santa Clara County, California. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the State of California. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by us will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

C) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by Course Provider, the rights and liabilities of Course Provider will bind and inure to any assignees, administrators, successors, and executors.

D) ENTIRE AGREEMENT: This Agreement constitutes the entire understanding between the Parties with respect to the Course. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.

E) MODIFICATION & VARIATION. We may, from time to time and at any time without notice to you, modify this Agreement. You agree that we have the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.

F) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.

G) FORCE MAJEURE: We are not liable for any failure to perform due to causes beyond our reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, acts of Governmental Authority and/or a “state of emergency”, riots, embargoes, acts of nature and natural disasters, epidemics, pandemics and other acts which may be due to unforeseen circumstances.

H) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email us at the following address: matt@talgo.io.