TERMS TALENT ACQUISITION LEADERSHIP KEYNOTES, INC. ("TALK"), OPERATES THE WEBSITE AT WWW.TALKTALENT.COM (THE "SITE") AND PROVIDES THE SERVICE AND FUNCTIONALITY MADE AVAILABLE ON OR THROUGH THE SITE ("SERVICE"). TALK’S SITE AND SERVICE IS PROVIDED TO VARIOUS USERS ("USERS"), WHICH MAY INCLUDE WITHOUT LIMITATION: NON-REGISTERED INDIVIDUALS BROWSING PUBLIC PORTIONS OF THE SITE, REGISTERED MEMBERS AND BOARD MEMBERS THAT HAVE CREATED ACCOUNTS ON THE SITE, AS WELL AS A SPECIFIC CLASS OF USER INCLUDING VENDORS, VENDOR REPRESENTATIVES, RECRUITING AGENCIES, RECRUITING AGENCY REPRESENTATIVES, AND INDIVIDUAL RECRUITERS ("VENDORS"). BY ACCESSING THE SITE, ALL USERS AGREE TO BE BOUND BY THESE TERMS. TALK IS A WHOLLY-OWNED SUBSIDIARY OF RECRUITIFI. USERS AND VENDORS ACCESSING THE WEBSITE AND SERVICES AT WWW.RECRUITIFI.COM ("PARTNER SITE") ADDITIONALLY AGREE TO BE BOUND BY THE TERMS OF THE RECRUITIFI FOUND HERE: WWW.RECRUITIFI.COM/TERMS ("PARTNER SITE TERMS"). Users may not use the Service, or accept these Terms, if (a) Users are not of legal age to form a binding contract with TALK; or (b) Users are prohibited by law or a contract or agreement they have with another company or entity from receiving or using the Service. If Users are entering into these Terms on behalf of a company or other legal entity, Users represent that Users have the authority to bind such entity to these Terms. Based on the kind of User you are, certain additional terms will apply ("Additional Terms"). Such Additional Terms are incorporated by reference herein as applicable. If there is any conflict between these Terms and the Additional Terms, the Additional Terms take precedence in relation to the Service. These Terms, and any applicable Additional Terms, are referred to herein as the "Terms." TALK may change elements of its Service from time to time at its sole discretion. Should TALK make substantial changes to these Terms, TALK will notify Users by sending an email to the last email address Users provide to us or by posting notice of the change on the Site. Any material changes to these Terms will be effective immediately for any and all subsequent activities on the Site (defined in the Additional Terms). TALK may require User to provide consent to the updated Terms in a specified manner before further use of the Service is permitted. Otherwise, Users’ continued use of the Site or the Service constitutes Users’ acceptance of the changes. Please regularly check the Site to view the then-current Terms. If Users object to the revision, Users’ sole and exclusive remedy will be to cease use of the Service. 1 LICENSE GRANT AND RESTRICTIONS. 1.1 License Grant. Subject to the terms and conditions of these Terms, TALK grants Users a non-exclusive, non-transferable license to use the Service solely for Users’ business purposes for the duration of the Term as defined below. 1.2 Limitations. Users agree that Users will not: (a) permit any third party to access and/or use the Service; (b) rent, lease, loan, or sell access to the Service to any third party; (c) interfere with, disrupt, alter, translate, or modify the Service or any part thereof, or create an undue burden on the Service or the networks or services connected to the Service, including any external websites that are linked to via the Service; (d) reverse engineer or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service; (e) without TALK's express written permission, introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Service; (f) perform or publish any performance or benchmark tests or analyses relating to the Service or the use thereof; or (g) cover or obscure any page or part of the Service via HTML/CSS, scripting, or any other means, if any. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Users regarding the Service or any part thereof. In addition, Users agree not to use, or encourage or permit others to use, the Site or Service to (w) stalk and/or harass another; (x) harm minors in any way; (y) impersonate any person or entity, or falsely state or otherwise misrepresent Users’ affiliation with a person or entity; or (z) engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise). 1.3 Usernames and Passwords. Except as set forth in section 1.5, TALK will provide Users with a unique username and password to enable access to the Service pursuant to these Terms. Users will: (a) provide true, accurate, current and complete information as prompted by TALK’s registration form (including a valid email address) when registering on the Service and creating an "Account"; (b) be responsible for the confidentiality and use of Users’ username and password; (c) not share, transfer or resell Users’ Account or use of or access to the Service to any third party; and (d) keep all information in Users’ Account true, accurate, current and complete. Users agree not to create an Account using a false identity or information, or on behalf of someone other than the User. Users agree that Users will not have more than one Account at any given time. Users agree not to create an Account or use the Service if Users have been previously removed by TALK, or if Users have been previously banned from the Service. TALK reserves the right to terminate any username and password, which TALK determines, in its sole discretion, may have been used by an unauthorized third party. Only Members and Vendors can create an Account. Notwithstanding anything to the contrary herein, Users acknowledge and agree that Users will have no ownership or other property interest in Users’ Account, and Users further acknowledge and agree that all rights in and to Users’ Account, other than Users’ Content as defined below, are and will forever be owned by and inure to the benefit of TALK. 1.4 Accounts. Different Account types will allow individual Users different permissions to access certain portions of the Site. TALK reserves the right to change these permissions without notice. While some Users may browse portions of the Site without registering for an Account, they are still considered Users and are bound by these terms. Upon registering for an Account, the approval of each User’s Account, as well as the type of Account provided and the level of access to permissions on the site, is at the sole discretion of TALK. At any time, and for any reason, TALK may suspend or terminate individual Accounts or the entire service as outlined in Section 7. Some Account types will come with adjoining Accounts on TALK’s Partner Site, and may require the User to access the Partner Site to update their basic Account information such as their name and email address, as well as add Content to their profile. All interactions with the Partner Site will be governed by the Partner Site Terms as well as the TALK Terms. Users may be offered opportunities to perform recruiting services for compensation monetary or otherwise ("Recruiting Opportunities") through the Partner Site, but are under no obligation to act on these Recruiting Opportunities. Should the User engage with the Recruiting Opportunities presented through the Partner Site, the engagement will be governed by the Partner Site Terms. Recruiting Opportunities offered through the Partner Site, must be engaged through the Partner Site, and all communications, documentation, payments, and all other exchanges must be transacted through the Partner Site. Should Recruiting Opportunities be offered directly through the Site from one User to another User, the Users may engage off-platform through the methods of their choosing. TALK and RecruitiFi assume no responsibility or liability for any engagements that happen off platform. This is a separate business transaction between parties outside of this agreement, and it is understood that the Users will establish their own terms of engagement, including but not limited to contracts, communication methods, methods of payment, and payment schedules. 1.5 TALK IP. The Service and any of the TALK's proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, technologies, designs and other tangible or intangible technical material or information made available to Users by TALK in providing the Service and as well as any intellectual property rights therein (the "TALK Technology") is the exclusive property of TALK or its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Users regarding the Service or the TALK Technology, or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the TALK Technology. All rights not expressly granted to Users are reserved to TALK. Ownership of all work product, developments, inventions, technology or materials provided by TALK under these Terms will be solely owned by TALK. TALK, in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Users to TALK in connection with the Service (all such comments and suggestions, collectively, "Feedback"). Users hereby grant TALK a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into TALK products and services. 2 TALK’S ROLE. USERS ACKNOWLEDGE AND AGREE THAT TALK MERELY PROVIDES A TECHNOLOGY PLATFORM AND IS NOT RESPONSIBLE FOR USERS DECISIONS OR ACTIONS. EACH USER MAKES AND SOLELY CONTROLS ALL DECISIONS WITH RESPECT TO THE EVENTS, FORUM AND OTHER ACTIVITY THAT THEY CONDUCT ON THE SITE AND OFF THE SITE AT TALK EVENTS. 3 FEES. Certain features of TALK’s Service may require the payment of fees. Where applicable, Users agree to provide TALK with complete and accurate billing and contact information. This information includes Users’ legal company name, street address, email address and name and telephone number of an authorized billing contact, and the User’s bank name, and bank account and ABA numbers. Users agree to immediately update this information upon any change to it. If the contact information Users have provided is false or fraudulent, TALK may terminate Users’ access to the Service in addition to any other legal remedies. 4 CONTENT AND CONDUCT. 4.1 Content. Users acknowledge that all content, information, data, text, files, images, videos, recordings, surveys, polls, reviews, or any other materials created at a TALK event or created on or uploaded to the TALK platform ("Content") is the sole responsibility of the party from whom such Content originated. This means that Users, and not TALK, are entirely responsible for all Content the Users provide or make available through the Service. Except as set forth in any Additional Terms, Users may not distribute or sell, rent, lease, license or otherwise make any Content available to others. Users acknowledge that TALK has no obligation to pre-screen Content, although TALK reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, Users hereby provide Users’ irrevocable consent to such monitoring. In the event that TALK pre-screens, refuses or removes any Content, Users acknowledge that TALK will do so for TALK's benefit, not Users’. Without limiting the foregoing, TALK will have the right to remove any Content in its sole discretion, including Content that violates the Terms, applicable law, or is otherwise objectionable. Users should keep and maintain Users’ own copy of all Content that is provided to the Service and TALK as TALK is not obligated to and back up or return any Content that is posted on the Service. 4.2 Events. Users acknowledge that TALK facilitates gatherings in which Users may directly interact with other Users in person and virtually over the internet (“Events”). The Users are entirely responsible for their interactions with other Users at Events. TALK is not responsible for the statements and actions of Users, presenters, or venue personnel at Events. Users who attend any Event should have the expectation that photographs, recordings both audio and video, written transcriptions of audio, digital representations of resources presented, shared, or mentioned by Users, and other representations of the User’s interactions at the Event will be considered Content. TALK is not responsible for personal death, disability, injury, or the loss or damage of any personal property that occurs in relation to an Event. There is a zero tolerance policy at Events for illegal activity including, but not limited to drug use, assault, harassment, and any action that infringes upon the rights of other Users, venue personnel, TALK employees, or other individuals at the venue. Food consumed, and the legal consumption of alcohol are done so at the User’s own risk. 4.3 Content Guidelines. Users expressly agree not to post, link, upload to, transmit, distribute, store, create, or otherwise publish through this Site any of the following: 1.​ Any message, data, information, text, music, sound, photos, graphics, screenshots, video, code, or any other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or otherwise objectionable; 2.​ Content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national, or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission (SEC) or any rules of a securities exchange such as the New York Stock Exchange (NYSE), the American Stock Exchange, or the NASDAQ; 3.​ Content that may infringe or misappropriate any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party; 4.​ Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including TALK or RecruitiFi; 5.​ Unsolicited promotions, political campaigning, advertising, contests, raffles, or solicitations; 6.​ Private information of any third party, including, without limitation, surname (family name), addresses, phone numbers, email addresses, Social Security numbers, financial information, and credit card numbers; 7.​ Viruses, corrupted data, or other harmful, disruptive, or destructive files; 8.​ Content or links to content that, in the sole judgment of TALK, (i) violates the previous subsections herein, (ii) is objectionable, (iii) restricts or inhibits any other person from using or enjoying the Interactive Areas or this Site, or (iv) may expose G2 Crowd or its affiliates or its or their users and/or sublicensees to any harm or liability of any type. Any Content found to be in violation of the foregoing, violates these Terms and may result in, among other actions, termination of your rights to use this site. If the User feels that any other User Content violates these Content Guidelines, you may bring this to our attention at support@talktalent.com. 4.4 Content License. Users grant TALK a non-exclusive, worldwide, royalty-free and fully paid license to use Content. All rights in and to the Content not expressly granted to TALK in these Terms are reserved by Users. Users will procure all rights and privileges to obtain and transfer all Content to TALK under these Terms. The provision of such data will be in compliance with all applicable laws and regulations, specifically all privacy laws and regulations including, but not limited to GDPR. Users represent and warrant that Content will not: (i) contain any viruses, worms or other malicious computer programming codes able to damage the Service; or (ii) otherwise violate the rights of a third party. TALK has no way to review or monitor, and does not approve, endorse or make any representations or warranties with respect to the use of Content. Users provide Content at Users’ own risk. TALK requires all Users to enter into these Terms; however, despite such contractual obligations, TALK cannot and does not control how other Users use Content once viewed on or through the Service. Users acknowledge such potential unauthorized use of Content as a condition of using the Service. Users agree to notify TALK if Users become aware of any such unauthorized use at support@talktalent.com. 4.5 Vendor Listings, Content, and IP Vendors may have a basic listing that was generated by TALK based on publicly available information (“Listing”) for the purposes of allowing Users to write reviews and fully evaluate a market segment. Vendors may create an account on the Site, which may allow them to control their Listing to add additional information. Vendor retains all right, title, and interest in and to the Content it submits to update or modify its Listing, as well as to its logos, trademarks, and screenshots (“Vendor IP”). Vendor certifies that they have the authority to grant to TALK the Content License set forth in Section 4.3 on behalf of their company, including, but not limited to granting Content License to use Vendor IP in the ordinary course of the business of the Service, and to advertise, market, promote, and publicize Vendor and its products on our Site and our Partner Site. Vendors may at their own discretion delete their account and any additional Content that they have added beyond the basic Listing. The basic Listings may not be deleted by Vendors. Vendors acknowledge that content posted about them by Users in reviews and other Content areas are the sole opinion of the User who posted the content. TALK merely provides a platform for this User-generated Content. TALK is under no obligation to remove User Content that may reflect poorly on the Vendor. 4.6 User Interactions. Users are solely responsible for Users’ interactions with other Users of the Service and any other parties with whom Users interact through the Services; provided, however, that TALK reserves the right, but has no obligation, to intercede in such disputes. Users agree that TALK will not be responsible for any liability incurred as the result of such interactions. TALK will have final determination as to the outcome of any dispute related to the Service. Users will indemnify TALK from a claim by any third party (including any User) related to Users’ breach of these Terms. 4.7 Aggregate Data. Users hereby grant to TALK a right to use Content to create anonymized aggregated data, industry reports and/or statistics ("Aggregate Data") to be used for TALK's business purposes and industry reporting and education; provided, however, that such Aggregate Data will not: (a) personally identify Users, any other User or any other individual; or (b) otherwise enable a third party to determine which portion of the Aggregate Data is attributable to Users. As between the parties, TALK will own all right, title and interest in and to the Aggregate Data. 4.8 User Responsibility. Users will engage in all undertakings related to these Terms in a professional manner in accordance with industry standards. Without limiting the foregoing, Users will comply at all times with all applicable laws and regulations of any jurisdiction where Users act in performance of these Terms, including: (a) laws on background checks; (b) data protection laws; and (c) U.S. and foreign anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA). Users, Users’ agents, or anyone acting on Users’ behalf may NOT offer, promise or provide any item of value, pay bribes, or make improper payments to public officials directly or indirectly in order to: obtain new business, retain existing business, and/or secure any improper advantage. Any accepted local practices to the contrary are inapplicable. 4.9 Data Security. TALK shall maintain reasonable administrative, physical, electronic and managerial procedures appropriate to TALK’s size and structure and that are designed to appropriately protect the confidentiality, integrity, and availability of information that TALK accesses or that TALK collects, receives from, or maintains on behalf of its clients. Such shall include, but are not limited to, (a) access controls, including password change controls, to ensure access to information resources is granted on a need to know and least privileged basis to prevent unauthorized access or disclosure of information, (b) device and software management controls to guard against viruses and other malicious or unauthorized software, (c) industry standard encryption safeguards as appropriate and where required by law, (d) logging procedures to proactively record user and system activity for routine review, and (e) facility access and protection controls to limit physical access to information resources and guard against environmental hazards (e.g., water or fire damage). TALK shall continuously review such procedures and technology to ensure they remain consistent with industry standards. TALK shall notify Users immediately upon any breach of the security of data in the custody of TALK or any of its third-party service providers of which it becomes aware. 4.10 Partner Site Content Users with Accounts that have access to the Partner Site recognize that Content created on the Partner Site may appear on both the Site and the Partner Site. All Content created on the Partner Site by the User or referencing the User is subject to the same terms noted in this Section 4 related to Content and Conduct. 5 DISCLAIMER. 5.1 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS," AND TALK MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SERVICE (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO USERS BY TALK. TALK DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. a.​ EXCEPT AS EXPRESSLY PROVIDED HEREIN TALK MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE WILL MEET USERS’ REQUIREMENTS; (2) USERS’ USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. b.​ ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT USERS’ OWN RISK, AND USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USERS’ PROPERTY OR PERSON, INCLUDING USERS’ COMPUTER SYSTEM AND ANY DEVICE USERS USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. c.​ USERS ARE SOLELY RESPONSIBLE FOR ALL OF USERS’ COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE. USERS UNDERSTAND THAT TALK DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICE. 5.2 Internet Delays. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TALK IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. 6 LIMITATION OF LIABILITY. 6.1 Types of Damages. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, EXCEPT FOR THE INDEMNITIES PROVIDED IN SECTION 15, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, USE OR GOODWILL, PERSONAL DAMAGE OR INJURY OR PROPERTY DAMAGE RESULTING FROM OR IN CONNECTION WITH TALK'S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE SERVICE OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF TALK HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT WILL TALK BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. 6.2 Amount of Damages. EXCEPT FOR THE INDEMNITIES PROVIDED IN SECTION 15 AND SECTION 22, THE MAXIMUM LIABILITY OF ANY PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED DOLLARS ($100.00); AND (B) THE FEES EXCHANGED BETWEEN THE TWO PARTIES, LESS ANY FEES THAT HAVE BEEN PAID OR ARE OWED TO OTHER USERS, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THE PARTY’S LIABILITY. 6.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this section will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and these Terms entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties. 6.4 Additional Rights. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Users. 7 TERMINATION. 7.1 Term. These Terms will continue to apply until terminated by either Users or TALK as set forth below (the "Term"). 7.2 Termination by User. If Users want to terminate Users’ agreement with TALK anytime by emailing TALK at support@talktalent.com. 7.3 Termination by TALK. TALK may at any time terminate these Terms and Users’ access to the Service by notifying Users in writing at any time if (a) Users are not a fit for TALK or acting in a manner not appropriate for TALK as solely determined by TALK; (b) TALK is required to do so by law (for example, where the provision of the Site or Service to Users is, or becomes, unlawful); (c) the provision of the Service to Users by TALK is no longer commercially viable; or (d) TALK has elected to discontinue the Site or the Service (or any part thereof). 7.4 Effect of Termination. Termination of Users’ account includes: (a) removal of access to all offerings within the Service; (b) deletion of Users’ password and all related information; and (c) barring of further use of the Service. Upon expiration or termination, Users will promptly discontinue use of the Site and the Service. Should the User terminate the Agreement or should TALK terminate the Agreement for causes described in 7.3 (a) or 7.3 (b) above, Users will not be refunded any payments already made to TALK. Should TALK terminate the agreement for causes described in 7.3 (c) or 7.3 (d), any payments made by Users will be refunded to Users on a prorated basis. The sections titled TALK IP, Content and Conduct, Disclaimer, Limitation of Liability, Termination, Miscellaneous, and Indemnification and Hold Harmless of these Terms will survive any termination or expiration of the Terms as well as any other terms that by their nature ought reasonably to survive termination or expiration. 8 MISCELLANEOUS. 8.1 Governing Law; Venue. These Terms, and any claim, dispute or controversy of whatever nature relating thereto, will be governed by the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding arising from these Terms must be brought in the state or federal courts located in New York City. Users and TALK each irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding. The laws of the jurisdiction where Users are located may be different from New York law. The parties will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Service hereunder. 8.2 Electronic Communication. The communications between Users and TALK use electronic means, whether Users visit the Site or send TALK e-mails, or whether TALK posts notices on the Service or communicates with Users via e-mail. For contractual purposes, Users (1) consent to receive communications from TALK in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that TALK provides to Users electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Users’ statutory rights. 8.3 No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer these Terms, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. These Terms will be binding upon the parties and their respective successors and permitted assigns. 8.4 Miscellaneous. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersede and merge all prior discussions between the parties with respect to such subject matters. Except as otherwise expressly specified in these Terms, the rights and remedies provided to each party are cumulative and in addition to any other rights and remedies available to such party at law or in equity. Users agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from TALK, or any products utilizing such data, in violation of the United States export laws or regulations. All waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of these Terms is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. The headings of Sections of these Terms are for convenience and are not to be used in interpreting these Terms. As used herein, the word "including" means "including but not limited to." All notices required or permitted hereunder will be by email to support@talktalent.com. Any delay in the performance of any duties or obligations of either party will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. Users’ relationship to TALK is that of an independent contractor, and neither party is an agent or partner of the other. Users will not have, and will not represent to any third party that it has any authority to act on behalf of TALK. 8.5 Information Security. TALK has implemented security safeguards designed to protect the personal information that Users provide in accordance with industry standards. TALK’s payment process is certified to PCI Service Provider Level 1. Access to Users’ data on TALK’s Service is password-protected, and data such as credit card and banking information is protected by SSL encryption when it is exchanged between Users’ web browser and the Services. TALK also offers secure https access to the TALK website. To protect any data Users store on TALK’s servers, TALK also regularly monitors TALK’s system for possible vulnerabilities and attacks, and TALK uses a tier-one secured-access data center. TALK does not rent or sell personal information that Users have posted on TALK’s Services, and TALK does not share Users’ information with third parties except where it’s necessary to perform the Services described herein. However, since the Internet is not a 100% secure environment, TALK cannot ensure or warrant the security of any information that Users transmit to us. There is no guarantee that information may not be accessed, disclosed, altered, or destroyed by breach of any of TALK’s physical, technical, or managerial safeguards. It is Users’ responsibility to protect the security of Users’ login information as described in Section 1.3 above. 9 USER NAME; LOGO. TALK may use the User’s company name, logo, or other marks for the purposes of providing the services described herein. TALK acknowledges that all rights, titles, or interest in the Marks shall remain the property of the User.