Terms and Conditions

This document sets out the Terms and Conditions (“Terms”, “Agreement”) on which Lanteria LLC, doing business as Talenteria and having its registered office at 450 Alaskan Way S. Ste. 200, Seattle, WA 98104, United States (“Talenteria”, “Company”, “we”, “us”) provides customers (“Customer”) with access to certain AI-powered recruitment, training and employee survey services through the www.talenteria.com and talenteria.online websites (“Websites”, “Services”).

Please read these Terms very carefully before using the Websites and the Services. Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If You disagree with any part of these Terms then You may not access the Service.

1. SaaS services and support

1.1 Subject to these Terms Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. The Company reserves the rights to refuse service, close accounts of any users, and change eligibility requirements at any time.

2. Restrictions and responsibilities

2.1 In order to use the Service, you must:

• a. be at least eighteen (18) years old and able to legally undergo contractual obligations;
• b. agree to these Terms;
• c. provide true, complete, and up-to-date contact and billing information;
• d. warrant that you are legally permitted to use the Services.

By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations.

2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Any fraudulent, abusive, improper or unauthorized use of the Services or use in violation of the Terms may be a reason for Company, as it deems appropriate, to suspend, terminate or cancel Customer’s right to use the Services or to access the Websites. Although the Company has no obligation to monitor Customer’s use of the Services, the Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

Customer is responsible for any and all Customer Content posted to Websites and activity that occurs through or under SaaS.

2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. Confidentiality and proprietary rights

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 The Customer hereby grants to Company a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Company obligations and the exercise of the Company rights. The Customer also grants the Company the right to sub-license these rights to its hosting, connectivity, telecommunications and other service providers required for the providing Services.

3.3 The Customer shall own all rights, title and interest in and to all of the Customer Data stored in the Websites and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.

3.4 All rights, title and interest in and to all intellectual property rights in the Websites and Software are owned or held exclusively by Company or its licensors. The license granted to the Customer does not convey any rights in the Websites or Software, express or implied, or ownership or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by Company.

3.5 Company may collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the Term hereof) to: (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Company offerings, (ii) use such information and data to assess license usage and module access to ensure Customer use is in compliance with the terms of this Agreement, and (iii) disclose such data solely in aggregate or other de-identified form in connection with its business.

4. Payment of fees

4.1 Customer will pay Company the then applicable fees for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

5. Term and termination

5.1 Subject to earlier termination as provided below, the Services are provided for the Initial Service Term of one months, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination.

Customer may terminate the Provision of the Services at any time by cancelling their subscription on the Website. The termination will be effective from the first day after the current one-month period. No refunds will be given upon termination.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. Data processing and privacy

6.1 The Customer and Company shall comply with all applicable data protection and privacy laws and regulations in the performance of its obligations set out under these Terms in each case including all other successor legislation and regulation thereto.

6.2 The information about Customer as well as the Customer Content and Data will be collected, held, and used by us in accordance with our Privacy Policy.

6.3. Company utilizes the OpenAI API and is subject to OpenAI’s terms of use. By using the Services, you acknowledge and accept the terms and conditions of this integration. For more information, please refer to the Terms and Conditions: https://openai.com/policies/terms-of-use

7. AI features legal disclaimer

This Legal Disclaimer applies to the artificial intelligence (“AI”) features and functionalities provided by the Company through its Services.

7.1 Nature of AI Features: The AI features provided by the Company are designed to assist and augment recruitment, employee training and employee feedback processes. These features aim to analyze and process data to provide insights, scoring, screening, content generation, candidate communication, AI interviews, role-play training simulations, employee survey analysis, and other related functionalities. All outputs, results, suggestions, or recommendations generated by the AI features (“AI Results”) are based on algorithms, data sets, and machine learning models that have been trained to predict certain outcomes.

7.2 Recommendations Only: All AI Results provided by the Services are for informational and recommendation purposes only. They are not definitive judgments or conclusive statements. Customer should not solely rely on these AI Results for any decision-making processes.

7.3 Customer Responsibility: The Company emphasizes that the Customer retains full responsibility and discretion over all recruitment decisions, including but not limited to, decisions relating to the hiring, screening, or engagement of any candidate, as well as all decisions concerning its employees that are informed by AI training or survey results, including training, performance, and other employment-related decisions. The Customer acknowledges and agrees that it is their responsibility to review, verify, and validate all AI Results before taking any action based on such results.

7.4 No Liability: The Company shall not be held liable or responsible for any decision, action, or inaction taken by the customer or any third party based on the AI Results. Further, the Company shall not be responsible or liable for any errors, inaccuracies, misinterpretations, or omissions in the AI Results, or for any consequences or damages arising from the use of the AI features.

7.5 Continuous Improvement: the Company constantly strives to improve its Services, including its AI features. This may mean that the functionality, algorithms, or accuracy of the AI features may change over time.

By using the AI features, the Customer acknowledges and agrees to this Disclaimer in its entirety and accepts all risks and responsibilities associated with the use of such AI features.

8. Warranty and disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. Limitation of liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification

10.1 Each Party (“Indemnifying Party”) will indemnify, defend and hold the other party (“Indemnified Party”) harmless from any third-party claim, action, suit or proceeding made or brought against the Indemnified Party (i) arising out of or related to the Indemnifying Party’s breach of any term of this Agreement; or (ii) arising from the Indemnifying Party’s gross negligence or intentional misconduct.

10.2 Company will indemnify, defend, and hold Customer harmless from any third-party claim, action, suit or proceeding made or brought against Customer alleging that Customer’suse of the Applications and Services in accordance with this Agreement infringes such third party’s intellectual property rights (an “Infringement Claim”). In the event of an Infringement Claim, Company may, at its sole option and expense: (A) procure for Customer the right to continue use of the Applications and Services or infringing part thereof; or (B) modify or amend the Applications and Services or infringing part thereof, or replace the Applications and Services or infringing part thereof with other software having substantially the same or better capabilities; or, (C) if neither of the foregoing is commercially practicable, terminate this Agreement and repay to Customer a pro rata portion, if any, of any pre-paid Fees. Company will have no liability for an Infringement Claim if the actual or alleged infringement results from (1) Customer’s breach of this Agreement or any agreement with the third party; (2) Customer’s modification, alteration or addition made to the Applications and Services or any use thereof, including any combination thereof with software or other materials not provided by Company; (3) Customer’s failure to use any necessary corrections or modifications made available by Company, so long as such corrections or modifications were made available a reasonable time prior to the Infringement Claim; or (4) use of the Services in a manner or in connection with a product or data not contemplated by this Agreement. Company also disclaims any liability for settlements entered into by Customer or costs incurred by Customer in relation to an Infringement Claim that are not pre-approved by Company in writing. THIS SECTION STATES THE ENTIRE LIABILITY OF COMPANY WITH RESPECT TO ANY INFRINGEMENT CLAIM.

10.3 Customer will indemnify, defend and hold Company harmless from any third-party claim, action, suit or proceeding made or brought against Company alleging that Company’s use of the Data in accordance with this Agreement infringes such third-party’s intellectual property rights.

11. Miscellaneous

11.1 If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

11.2 Neither Party may assign the Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign the Agreement to a parent, affiliate, subsidiary or successor to its business, if any, resulting from a merger, acquisition, reorganization or other change in control.

11.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

11.4 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

11.5 This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.