Terms & Conditions

These Terms of Use (“Terms”) are a legal contract between you and OutboundView, LLC d/b/a TalentView (“us” or “our” or “we” or “TalentView”) and govern your use of all the text, data, information, software, graphics, course materials, photographs and more (all of which are referred to as “Materials”) that we and our affiliates may make available to you through this website and/or any services (“Services”) we may provide through any of our websites (the website and Services are referred to collectively in these Terms as the “Site”).

READ THESE TERMS CAREFULLY BEFORE BROWSING THIS WEBSITE OR USING ANY SERVICES. USING THIS SITE IN ANY WAY INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THIS SITE IF YOU DO NOT ACCEPT THESE TERMS.

CHANGES

We may alter the Materials and Services we offer and/or we may choose to modify, suspend or discontinue this any part of the Site at any time and without notifying you. We may also change, update, add or remove provisions (collectively, “modifications”) of these Terms from time to time. Because everyone benefits from clarity, we promise to inform you of any modifications to these Terms by posting them on this website and, if you have registered for an account with us (as described more fully below), by describing the modifications to these Terms in an email that we will send to the address that you provided during registration. To be sure we properly reach your email inbox, we just ask that you let us know if your preferred email address changes at any time after your registration.

If you object to any such modifications, your sole recourse shall be to cease using the Site. Continued use of any part of the Site following notice of any such modifications indicates you acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly- designated legal notices or terms located on particular pages of this Site or associated with specific Services. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are design atedas being superseded. If you are a TalentView client who has entered into a separate services agreement with us (a “Client”), that Master Service Agreement supplements these Terms and, in the event of a conflict with these Terms, supersedes them.

GENERAL USE.

We invite you to use this Website for individual, internal business purposes (“Permitted Purposes”). By using this Website, you agree that you are at least 18 years of age., or if you are under 18 years of age (a “Minor”), that you are using the Website with the consent of your parent or legal guardian and you have received your parent’s or legal guardian’s permission to use the Website and agree to these Terms. If you are a parent or legal guardian of a Minor, you agree to bind the Minor to these Terms and to fully indemnify and hold us harmless if the Minor breaches any of these Terms.

In these Terms we are granting you a limited, personal, non-exclusive, revocable and non-transferable license to use the Materials; your right to use the Materials is conditioned on your compliance with these Terms (including the payment of any applicable fees). You have no other rights in this this Site or any part thereof and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of this website, Materials or Services in any manner. If you make copies of any part of the Site while engaging in Permitted Purposes then we ask that you be sure to keep on the copies all of our copyright and other proprietary notices as they appear on the Site. You may only use such copies in connection with your use of the Site.

Unfortunately, if you breach any of these Terms the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof).

USING THIS WEBSITE AND THE WEBSITE’S SERVICES.

We appreciate you visiting our website. You need not register with us to simply visit and view the website and not use any Services on the Site. However, in order to access certain password-restricted areas of the Site and to use certain Services and access certain Materials offered on and through this Site, you must successfully register an account with us. If you register for the Services on behalf of an organization, you may grant access to the Services to certain authorized users, subject to the limits of any plan for which you enroll. We may require that each authorized user have unique Login Information. When registering for an Account and accessing the Services, you represent or warrant that the information you enter for your organization is correct. You acknowledge and agree that (i) the organizational account owner is responsible for all activity under authorized user accounts and (ii) organizational administrators may have access to all activity/data under all authorized users’ accounts.

You are responsible for complying with these Terms when you access the Site or the Services. It is your job to obtain and maintain all equipment and services needed for access to and use of the Site as well as paying related charges, including internet and/or data charges. It is also your responsibility to maintain the confidentiality of your password(s), including any password of a third-party site that we may allow you to use to access this Site. Should you believe any of your passwords or the security for the Site has been breached in any way, you must immediately notify us.

SUBSCRIPTIONS AND PAYMENTS.

When you sign up for a subscription to use a Service (“Subscription”), we will charge your credit card or invoice for your first fee on the date that we process the order for your Subscription. Subscriptions and the rights and privileges provided to you as a subscriber are personal and non-transferable. All sales and payments of Subscription fees will be in US Dollars. All Subscription fees are non-refundable under any circumstances.

The fee that we will charge you for your Subscription will be the price posted on the Site or provided directly to you on the date that you subscribe. We reserve the right to change prices for Subscriptions at any time, and do not provide price protection or refunds in the event of promotions or price decreases. If you are a current subscriber we will provide 30 days’ to the email address we have on record for you if we change our Subscription fees,.

You agree to pay all applicable fees related to your use of our websites and/or the Services, all of which are described fully on the Site or as otherwise communicated by us. We may suspend or terminate your account and/or access to the Services if your payment is late and/or your offered payment method (e.g., credit card) cannot be processed. By providing a payment method, you expressly authorize us and/or our third party payment processor to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on your particular membership and utilized services. You agree that we may invoice you any unpaid fees.

IMPORTANT NOTICE: UNLESS YOU CANCEL PRIOR TO THE EXPIRATION OF YOUR CURRENT SUBSCRIPTION, WE WILL AUTOMATICALLY RENEW YOUR SUBSCRIPTION ON EACH QUARTERLY OR ANNUAL ANNIVERSARY OF THE DATE THAT WE CHARGED YOUR CREDIT CARD OR SIGNED A CONTRACT FOR THE FIRST SUBSCRIPTION FEE AND, WE WILL CHARGE YOUR CREDIT CARD OR INVOICE WITH THE APPLICABLE RENEWAL SUBSCRIPTION FEE AND ANY TAXES THAT MAY BE IMPOSED ON SUCH FEE

PAYMENT. SUBSCRIPTIONS MUST BE CANCELLED AT LEAST 30 DAYS PRIOR TO THE ANNIVERSARY DATE.

You may cancel your membership by logging into your account and clicking the “Cancel Subscription” button or by contacting us; provided that any Subscription fees charged prior to the effective date of cancellation will not be refunded, in whole or in part.

ELECTRONIC COMMUNICATIONS.

By using the Site or any part of the Site, you consent to receiving electronic communications from us. These electronic communications may include notices about transactional information and other information concerning or related to the Materials and/or Services provided on or through the Site. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

PRIVACY POLICY.

We respect the information that you provide to us, and want to be sure you fully understand exactly how we use that information. Please review our Privacy Policy for more information at talentview.co.

LINKS TO THIRD-PARTY SITES.

We sometimes provide links from the Site to third-party websites. If you use these links, you may leave our Site. We are not obligated to review any third-party websites linked to from this Site, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third- party websites linked to from this Site, you do this entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites. Certain areas of the Site may allow you to interact and/or conduct transactions with one or more third-party websites.

SUBMISSIONS.

You are responsible for the information, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on or through the website and through the Services (“Content”). You agree that you are solely responsible for all of your Content, including for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any User Submission that you make.

As between you and TalentView, you retain all right, title and interest in any and all User Content and personally identifiable information that you upload or submit to the Services. You hereby grant TalentView a non-exclusive, perpetual, royalty-free, worldwide license (including the right to sublicense through multiple tiers) to access, use, reproduce, distribute, store, transmit, modify, adapt, reformat, publicly display, publicly perform and create derivative works of your User Content as required for the purpose of providing the Services to you or for our own business purposes. Unless otherwise explicitly stated herein or in the TalentView Privacy Policy, you agree that any Content provided by you in connection with this Site is provided to us on a non-proprietary and non-confidential basis. TalentView agrees to use

any personally identifiable information contained in any of your Content only in accordance with TalentView’s Privacy Policy.

By submitting any Content, you are promising us that:

• You own all rights in such Content (including, without limitation, all rights to the reproduction and display of the Content) or, alternatively, you have acquired all necessary rights in the Content to enable you to grant to us the rights in your Content as described in these Terms;
• You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your Content;
• Your Content does not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
• You voluntarily agree to waive all “moral rights” that you may have in your Content;
• Any information contained in your Content is not known by you to be false, inaccurate, or misleading;
• Your Content does not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
• Your Content is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another’s privacy;
• You were not and will not be compensated or granted any consideration by any third party for submitting your Content;
• Your Content does not incorporate materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than your own or that you otherwise have permission to upload and permit us to use);
• Your Content does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
• Your Content does not contain any information that you consider confidential or proprietary; and
• Your Content does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.

We may, but are not obligated to, pre-screen Content or monitor any area of this Site through which Content may be submitted. We are not required to host, display, or distribute any Content on or through this Site and may remove at any time or refuse any Content for any reason. You understand that when using the Site you will be exposed to Content from a variety of sources and that we are not responsible for the accuracy, usefulness, reliability or intellectual property rights of or relating to such Content. You further understand

and acknowledge that you may be exposed to Content that are inaccurate, offensive, defamatory, indecent or objectionable and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto. We are not responsible for any loss, theft, or damage of any kind to any Content. Further, you agree that we may freely disclose your User Submission to any third party absent any obligation of confidence on the part of the recipient.

UNAUTHORIZED ACTIVITIES.

To be clear, we authorize your use of this Site only for Permitted Purposes. Any other use of the Site beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of the Site. This is because, as between you and us, all rights in this Site remain our property.

Unauthorized use of this Site may result in violation of various United States and international copyright laws. Unless you have written permission from us stating otherwise, you are not authorized to use this Site in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):

• In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of this Site for any commercial purpose that competes with our Services in any way;
• In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
• To stalk, harass, or harm another individual;
• To impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
• To interfere with or disrupt any part of this Site or servers or networks connected to this Site;
• To use any data mining, robots, or similar data gathering or extraction methods in connection with this Site; or
• Attempt to gain unauthorized access to any portion of this Site or any other accounts, computer systems, or networks connected to this Site, whether through hacking, password mining, or any other means.

You agree to indemnify and defend us against any and all damages arising from your violation of these Terms. You alone are responsible for any violation of these Terms by you. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.

PROPRIETARY RIGHTS.

The Site includes registered and unregistered trademarks that belong to us. Other trademarks, names and logos on this Site are the property of their respective owners.

Unless otherwise specified in these Terms, all Materials, including the arrangement of them on this Site are our sole property, Copyright ©2021, TalentView. All rights not expressly granted herein are reserved by us. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification,

retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

DISCLAIMER OF WARRANTIES.

THIS SITE AND ALL MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THIS SITE, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

WE DO NOT WARRANT OR OTHERWISE GUARANTEE THAT THE MATERIALS, THE SITE OR THE SERVICES ARE ERROR-FREE. Without limiting the generality of the foregoing, we make no warranty that this Site will meet your requirements or that this Site will be uninterrupted, timely, secure, or error free, or that defects in this Site will be corrected. We make no warranty as to the results that may be obtained from the use of this Site or as to the accuracy or reliability of any information obtained through this Site. No advice or information, whether oral or written, obtained by you through this Site or from us or our subsidiaries/other affiliated companies shall create any warranty. We disclaim all equitable indemnities.

LIMITATION OF LIABILITY.

WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USE OF ANY MATERIALS PROVIDED TO YOU VIA THE SITE OR THE SERVICES IN EXCESS OF THE AMOUNT OF FEES PAID TO US BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

LOCAL LAWS; EXPORT CONTROL.

The Site is controlled and operated from the United States, and is not intended to subject us to the laws or jurisdiction of any state, country or territory other than that of the United States. We neither represent nor warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the availability of the Site, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time. Not all products or services described on the Site may be available in all states or territories.

FEEDBACK.

Any submissions by you to us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non- confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use,

without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

GENERAL.

Certain violations of these Terms, as determined by us, may require immediate termination of your access to this Site without prior notice to you. Tennessee state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Any disputesrelatingtotheseTermsorthisSitewillbeheardinthecourtslocatedinWilliamsonCounty,TN. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforced any of these Terms, we are not waiving our rights. These Terms are the entire agreement between you and us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements about this Site. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

CONTACT US.

If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at info@outboundview.com or 615-212-8619

Additional Disclaimers

All transactions between TalentView Clients and their prospective clients are solely the business and responsibility of the respective parties. TalentView makes no representations as to the accuracy of any information provided by the Services and the probability of success or failure of any business relationship achieved through the use of such Services.