Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the websites, applications, and services operated by Talivon, Inc.(“Talivon,” “we,” “us”) (collectively, the “Service”). By accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. What Talivon is

Talivon operates a technology platform that gives independent recruiting professionals and recruiting businesses access to software, billing and payment technology, contract tooling, administrative resources, and related services they use to run their own independent recruiting businesses. Talivon is a technology and infrastructure provider. We are not a recruiting or staffing firm, we do not provide recruiting or placement services to clients, we do not employ recruiters, and we do not direct or control any recruiter’s work.

2. Accounts and eligibility

You must be at least 18 years old and able to form a binding contract to use the Service. You agree to provide accurate, current information and to keep your account credentials secure. You are responsible for all activity under your account.

3. Recruiters — controlling agreement

If you participate on the Service as a recruiter, your business relationship with Talivon (including the platform fee, payment processing, independent-contractor status, and revenue share) is governed by the Talivon Platform Participation and Services Agreement you accept during onboarding. To the extent these Terms conflict with that agreement with respect to that relationship, that agreement controls.

4. Acceptable use

You agree not to:

• use the Service for any unlawful purpose or in violation of any applicable law;
• infringe intellectual-property or privacy rights, or misuse candidate, client, or other personal information accessed through the Service;
• scrape, reverse-engineer, resell, or attempt to gain unauthorized access to the Service or its underlying systems;
• interfere with the integrity or performance of the Service, or circumvent the platform fee on transactions originated through or within the Service;
• upload malware or transmit content that is fraudulent, harassing, or deceptive.

5. Your content and data

You retain ownership of the content and data you submit to the Service, including your business information and the client and candidate information you bring to or process on the Service. You grant Talivon a non-exclusive license to host, process, and display that content solely to operate and improve the Service. You are responsible for your content and for handling client and candidate personal information lawfully, including providing any required notices and honoring any required rights. Our handling of personal information is described in our Privacy Policy.

6. Client and candidate relationships

Recruiters — not Talivon — are the contracting parties with their clients and candidates and are solely responsible for those agreements and for any placement guarantees, refunds, replacements, fee disputes, and employment-related matters. Talivon is not a party to any agreement between a recruiter and a client or candidate.

7. Fees and payments

Platform fees and payment processing are described in the recruiter’s Platform Participation and Services Agreement. Client payments are processed through our third-party payment processor (currently Stripe). You are responsible for completing any identity-verification and tax-reporting steps required by the processor.

8. Third-party services

The Service integrates third-party providers (for example, payment processing, electronic signature, recruiting software, email, and hosting). Your use of those features may be subject to the third party’s own terms, and Talivon is not responsible for third-party services.

9. Intellectual property

Talivon owns the Service, including its software, systems, designs, content, trademarks, and branding. We grant you a limited, revocable, non-exclusive license to use the Service while your account is active. Nothing in these Terms transfers our intellectual property to you.

10. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. Talivon does not warrant uninterrupted or error-free operation and does not guarantee any level of revenue, placements, clients, leads, profitability, or business success.

11. Limitation of liability

To the fullest extent permitted by law, Talivon will not be liable for any indirect, incidental, consequential, special, punitive, or lost-profit damages. Talivon’s total liability arising out of or relating to the Service will not exceed the amounts you paid to Talivon in the twelve (12) months preceding the event giving rise to the claim.

12. Indemnification

You will defend, indemnify, and hold harmless Talivon and its officers, directors, employees, and agents from claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising from your use of the Service, your business activities, your content, or your violation of these Terms or applicable law.

13. Suspension and termination

You may stop using the Service at any time. We may suspend or terminate access for violation of these Terms, fraud, nonpayment, or unlawful conduct. Provisions that by their nature should survive termination (including Sections 5, 9, 10, 11, 12, and 14) survive.

14. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties will first attempt to resolve any dispute through good-faith negotiation and, if unresolved, through binding arbitration; the prevailing party may recover reasonable attorneys’ fees and costs. You and Talivon waive any right to a jury trial.

15. Changes to these Terms

We may update these Terms from time to time. Material changes will be reflected by updating the “Last updated” date above, and your continued use of the Service after changes take effect constitutes acceptance.

16. Contact

Questions about these Terms: legal@talivon.com.