Terms of use
These Terms of Use (including the Privacy Notice and Cookies Policy) shall regulate the relationship between TalentTech Labs a division of Quantum.Work, LLC, a Maryland corporation with its principle place of business at 7312 Parkway Drive South, Hanover MD 21076 (“TTL”) (“we”, “us” or “our”) and you (“you” or “your”) in relation to the operation of and your use of the Platform.
Please read these Terms of Use carefully before you use our Platform. This is a legally binding agreement and contains important information on your legal rights and obligations. In particular, please note the clauses below relating to: termination (Clause 7), your liability to us (Clause 9), and our liability to you (Clause 10).
These Terms of Use incorporate our Privacy Notice and Cookies Policy (which tell you about how we use your personal information and the use of Cookies on our Platform).
By accessing or using our Platform, you agree to comply with and be bound by these Terms of Use. If you do not agree to be bound by these Terms of Use, do not access or use our Platform.
If you have any questions about these Terms of Use please contact us at Toto@talenttechlabs.com.
These Terms of Use apply to everyone who visits our Platform, whether or not a Registered User.
Changes to these Terms of Use
We may change and update these Terms of Use at any time and will indicate at the top of this page when these Terms of Use were last revised. You should periodically review these Terms of Use as your continued use of our Platform indicates your agreement to any changes that we make. Any changes are effective immediately upon posting to the Platform. We aim to update our Platform regularly, and may change the Platform Content (as defined below) at any time. We may suspend access to our Platform, or close it indefinitely. Any public Platform Content may be out of date at any given time, and we are under no obligation to update such content.
1. Definitions
1.1. “Platform” means the online Toto Intelligence platform where users can access our full suite of human resource and technology advisory and research services.
1.2. “Platform Content” means information that we have uploaded to our Platform.
1.3. “Registered User” an individual who has created an account on this Platform by providing personal information, such as an email address and password. This registration process grants a registered user access to the Platform, with privileges and content beyond those of unregistered users.
1.4. “User Content” means all information, profiles, reports, materials, feedback, data, submissions, ideas, tags , messages, recommendations, text, material, articles, photographs, music, posts, comments, responses, e-mail and other content posted or uploaded onto our Platform by you or your employees, including, but not limited to, any personal information of your employees or other individuals provided by you or collected by us via our Platform or otherwise.
2. Accessing our Platform
2.1. By registering on our Platform and each time you access and/or use the Platform you confirm that:
2.1.1. you accept these Terms of Use;
2.1.2. you are at least 18 years old and, if registering and/or accessing or using our Platform on behalf of a partnership, company, businesses or other legal entity that you are authorized to do so; and
2.1.3. you shall maintain the security of, and not allow others to use or have access to, your username and password. You are responsible for all uses of your username and password and your account, whether or not authorized by you, unless we are at fault for a breach of confidentiality in respect of your username and password. If you think that somebody else knows your username or password or if you believe your account is no longer secure you must immediately change your password using the change password facility on our Platform.
3. Using our Platform
3.1. You must not use our Platform for any illegal purpose or for any purpose that in our reasonable opinion damages our reputation or the reputation of our affiliates, or our suppliers, contractors or customers. Do not attempt to access or use our Platform unless you are authorized to do so.
3.2. Before you can access certain our Platform you must complete the registration process by providing the information requested in a form which is complete, accurate, up-to-date and not misleading. We may rely on this information, so it is important you comply with this requirement. You must tell us promptly about any changes to the information that you have provided to us.
3.3. At our sole discretion, from time to time, you may be required to meet certain criteria as set out on our Platform or in other information that we provide to you in order for us to grant you access to certain part of our Platform.
4. Your registration on our Platform
4.1. As a Registered User, you shall provide the information requested on our Platform which may include personal information. We shall use the personal information as set out in the Privacy Notice. We shall use all other information (including all User Content, but excluding any personal information) as set out in these Terms of Use.
4.2. Unless we otherwise expressly agree in writing, you may not advertise that you have registered on the Platform or hold yourself out as a supplier, agent, partner or in any way associated with us as a result of registering on our Platform.
5. User Content
5.1. You are responsible for ensuring that the User Content posted or uploaded by you or anyone using your account complies with these Terms of Use, and for ensuring the accuracy and suitability of the User Content and that it is at all times true, up-to-date and complete. You are solely responsible for the User Content. We will not be responsible for or liable to you or any third party for any User Content posted or uploaded by you.
5.2. You shall only upload and post User Content that you have created or developed or that you have permission or authorization to upload and post on our Platform.
5.3. You represent and warrant on an ongoing basis that you:
5.3.1. are the owner or authorized licensee of any and all User Content;
5.3.2. you have all necessary rights (including, but not limited to, all intellectual property rights) and consents to publish the User Content, to grant us the rights in the User Content as set out in Clause 6 and to allow us to use the User Content in the manner set out in these Terms of Use;
5.3.3. will not publish, post, upload, record, or otherwise distribute or transmit User Content that violates applicable law; and
5.3.4. have all required permissions and consents from any third party whose personal information is included in any User Content.
5.4. You agree to make your User Content available to us in the manner envisaged by these Terms of Use without payment or other compensation to you. If you fail to adhere to this Terms of User or are in breach of any agreement relating to your use of the Platform, we may, at our sole discretion, access, delete, edit or remove any User Content registered on our Platform, without permission of or notification to you. We may (but are not obliged to) monitor your activities (or be alerted to the same) on our Platform for any reason.
5.5. You are responsible for making back-up copies of User Content. We are not liable to you or any third party for any loss of or corruption or damage to User Content.
6. Our rights to use User Content
6.1. By submitting User Content to our Platform, you give us a royalty-free, worldwide, non-exclusive, sub-licensable right and licence to make copies of and use, modify, copy, delete from or add to User Content to facilitate the hosting and availability of our Platform, generally to operate our Platform in the manner envisaged by these Terms of Use and in connection with our businesses.
7. Termination
7.1. We reserve the right at any time to terminate or block your registration and/or terminate or restrict your access to our Platform under the following circumstances:
7.1.1. we have reasonable cause to believe you, or someone using your username and password, has breached these Terms of Use;
7.1.2. in our reasonable opinion your conduct has or may bring us, or any of our affiliates, suppliers, contractors or customers into disrepute
7.1.3. you commit any criminal offence that in our reasonable opinion may have an adverse effect on our reputation or that of or our suppliers, contractors or customers;
7.1.4. we are required by law to do so.
7.2. We are under no obligation to reactivate any account we have blocked or terminated. Any blocking or termination of any account and any termination or expiry of these Terms of Use shall not affect: (a) any accrued rights or liabilities of either party; or (b) the coming into force or continuation in force of any provision of these Terms of Use, which is expressly or by implication intended to come into force or continue in force on or after such blocking, termination or expiry.
8. Intellectual property rights
8.1. The Platform contains proprietary notices and copyright information, which you must observe and follow. The Platform and the Platform Content is owned by us, and/or our licensors. We grant you a revocable, non-exclusive, non-transferable, non-sub-licensable, limited right to access, retrieve and display our Platform and the Platform Content that you have the right to access under these Terms of Use on a computer screen and print off one copy of any page from our Platform that you have rightfully accessed under these Terms of Use for your internal, business purposes.
8.2. Other than as set out in Clause 8.1, you may not use, copy, reproduce, upload, post, modify, transmit, or mirror on another website or in any other media, distribute or create derivative works of the Platform or the Platform Content. Other than as set out in Clause 8.1, we do not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights.
8.3. If you breach this Clause 8 your right to use our Platform and the Platform Content will cease immediately (and you must, at our option, return or destroy any copies of the Platform Content you have made).
8.4. You acknowledge that the names, images and logos identifying "TTL ", or our licensors and their products and/or services are owned by us, and/or our licensors. You may not use them without the prior written consent of us, and/or our licensors (as applicable).
9. Your liability to us
9.1. You indemnify us, and all of our respective directors, officers, agents, contractors and employees from and against losses, claims, costs and expenses, including legal fees, arising out of or relating to: (a) User Content; (b) any breach of these Terms of Use or violation of any applicable laws; and (c) your activities on our Platform. This Clause 9 shall survive any termination or expiry of these Terms of Use and your use of the Platform. This is in addition to any other specific remedies we have in these Terms of Use or under the law generally (such as our right to prevent you accessing our Platform or to terminate your registration on our Platform).
10. Our liability to you
10.1. Subject to Clause 10.8, you use our Platform at your own risk. Our Platform and Platform Content are provided “as is,” with no warranties, conditions or guarantees whatsoever provided by us. We do not warrant that the functions contained in our Platform will be uninterrupted or error-free, that defects will be corrected, or that the Platform Content will be accurate, relevant or appropriate for your circumstances, purposes or requirements.
10.2. Subject to Clause 10.8, we will have no liability arising from:
10.2.1. your use or your inability to use our Platform; or
10.2.2. any information available on our Platform; or
10.2.3. any reliance you place on any information available on our Platform unless outlined in a subscription document.
10.3. Whilst we will use reasonable endeavours to ensure information and any software and/or data made available on or through our Platform will not contain any viruses or harmful code, you understand and agree that any information, software and/or data downloaded or otherwise obtained through the use of our Platform is at your own discretion and risk and that you will be solely responsible for any damage to your own computer system or loss of data that results from the download of information, software and/or data.
10.4. Subject to Clause 10.8, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other harmful code that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Platform or to your downloading of any material posted on it, or on any website linked to it; you use the Platform at your own discretion and risk.
10.5. Mention of third-party products, services, companies and websites on our Platform is for information purposes only and constitutes neither an endorsement nor a recommendation.
10.6. Subject to Clause 10.8, we hereby expressly exclude:
10.6.1. to the fullest extent permitted by the laws of Maryland, all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;
10.6.2. any liability for the following losses (whether direct or indirect): (a) loss of profit; (b) loss of business; (c) business interruption; (d) loss of business opportunity; (e) loss of revenue (anticipated or actual); (f) loss of savings (anticipated or actual); (g) loss of or damage to reputation or goodwill; or (h) loss or corruption of or damage to data, arising out of or in connection with your use of our Platform; or
10.6.3. any special, incidental, consequential or indirect loss or damage whatsoever; arising out of or in connection with your use of our Platform
10.7. Subject to Clause 10.8, our maximum aggregate liability to you for all breaches of these Terms of Use or for our negligence or the negligence of our employees or agents or for any recoverable costs, expenses, claims or other liabilities arising out of or in connection with your use of our Platform will not exceed $100.
10.8. In relation to these Terms of Use and/or in connection with your use of our Platform, we do not limit or exclude our liability for: (a) death or personal injury arising from our negligence; (b) our liability for fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded or limited under the laws of Maryland. Some countries do not allow the exclusion or limitation of liability for consequential or incidental damages, and in such countries our liability is limited to the maximum extent permitted by applicable law
10.9. You acknowledge the limitations and exclusions of our liability set out in Clauses
10.10. and elsewhere in these Terms of Use are fair and reasonable and have been calculated by reference to the fact that you do not pay to access our Platform
11. Privacy Policy
11.1. We process personal information about you in accordance with our Privacy Notice. By using our Platform, you consent to such processing and you warrant that all data you provide is complete, accurate, up-to-date and not misleading.
12. Viruses, hacking and other offences
12.1. You must not misuse our Platform by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform. You must not attack our Platform via a denial-of-service attack or a distributed denial-of service attack.
13. Links to and from our Platform
13.1. You may not link or deep-link to any part of our Platform or frame our Platform on any other website without our express prior written consent.
13.2. Where our Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. We are not responsible for the privacy practices or content of any sites linked to from the Platform. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
14. Other Important terms
14.1. We may transfer our rights and obligations under these Terms of Use between you and us to another organization, but this will not affect your or our rights or obligations under these Terms of Use. We will notify you if this happens. You may not transfer your rights or obligations under these Terms of Use to another person without our prior written consent
14.2. These Terms of Use are between you and us. No other person shall have any rights to enforce any of these Terms of Use.
14.3. Headings in these Terms of Use are for convenience only and will have no legal meaning or effect.
14.4. If any provision of these Terms of Use is held to be illegal, invalid or unenforceable in whole or in part, then these Terms of Use shall continue to be valid as to the other provisions and the remainder of the affected provision.
14.5. If we fail to insist that you perform any of your obligations under these Terms of Use, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
14.6. These Terms of Use are governed by the laws of the state of Maryland. This means that these Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), will be the laws of the state of Maryland. We and you agree to the exclusive jurisdiction of the courts of the state of Maryland.
14.7. Entire Agreement.
14.7.1. These Terms of Use, the Privacy Notice the Cookies Policy and any applicable subscription document set out the entire agreement and understanding between the parties, and supersede all proposals and prior agreements, arrangements and understandings between the parties, relating to the subject matter.
14.7.2. Subject to Clause 14.7.3 each party acknowledges that in entering into these Terms of Use, the Privacy Notice the Cookies Policy and the applicable subscription document, it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in these Terms of Use, the Privacy Notice the Cookies Policy or the applicable subscription document) made by or on behalf of any other party at any time. Each party waives all rights and remedies which, but for this Clause 14.7.2, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance.
14.7.3. Nothing in this Clause 14.7 limits or excludes any liability for fraud or fraudulent misrepresentation.