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Talivest - the easiest way to develop employee relationships that last

Terms & Conditions


PLEASE READ CAREFULLY BEFORE USING TALIVEST:

This END USER LICENCE AGREEMENT (the “EULA” or the “Licence”) is a legal agreement between you (the “Licensee” or “you”) and Talivest LIMITED, a limited company, whose operational place of business is at the IGNITE 100 LIMITED SUITE 20 ADAMSON HOUSE 65 WESTGATE ROAD NEWCASTLE UPON TYNE ENGLAND ENGLAND NE1 1SG., Companies House number 8755012 (“the Company”, “Licensor”, “Talivest”, “our” or “we”) for your licensed use of and access to www.Talivest.com (the “Website”), and the multi-Solution smartphone and tablet software application (the “Mobile Application”) (together the Website and the Mobile Application are hereafter described as the “Talivest Solution”) and your access to the alumni development and monitoring services provided by Talivest and as described on the Website from time to time (the “Services”) in accordance with the terms of this Agreement. BY REGISTERING FOR, UPLOADING TO AND/OR DOWNLOADING DATA AND INFORMATION FROM THE Talivest SOLUTION AND YOUR SUBSEQUENT CONTINUED USE OF THE Talivest SOLUTION AND THE SERVICES, YOU CONSENT TO BE BOUND BY THIS LICENCE. BY CLICKING ON THE “ACCEPT” BUTTON ON REGISTRATION, AND AT ANY OTHER TIME ON LOGGING IN TO THE WEBSITE AND/OR THE APPLICATION AND THROUGH YOUR CONTINUED USE OF THE SERVICES, YOU AGREE TO BE BOUND TO THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT REGISTER FOR THE Talivest SOLUTION, OR USE ANY OF THE SERVICES. BY CLICKING THE “ACCEPT” BUTTON YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THE TERMS OF THIS LICENCE AGREEMENT, THAT YOU ALSO CONSENT TO USE ELECTRONIC SIGNATURES AND ACKNOWLEDGE YOUR CLICK OF THE “ACCEPT” BUTTON AS AN ELECTRONIC SIGNATURE SUFFICIENT TO BIND YOU TO THE TERMS OF THIS LICENCE AGREEMENT.

1.. ACCESS TO THE SERVICES 1.1. Your Account: The Company is offering access to and use of the Talivest Solution and the Services solely for use by the person or entity in whose name an account is registered and not for the use or benefit of any third party. The Company may change, suspend or discontinue any part of the Talivest Solution and/or the Services at any time, including the availability of any feature, database, or content. 1.2 Account Limitation: The Company may also impose limits on certain features of the Talivest Solution and the Services or restrict your access to parts or all of the Services without notice or liability. For as long as the Company continues to offer the Talivest Solution and the Services, we shall provide and seek to update, improve and expand. Therefore, Talivest reserves the right, at its discretion, to modify this EULA at any time by posting a notice on the Web Application or the Mobile Application, or by sending you a notice via e-mail, and you consent to receipt of such notice. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Talivest Solution and the Services following such notification constitutes your acceptance of the terms and conditions of this EULA as modified. Any new features that materially augment or enhance the Talivest Solution and/or the Services currently available, including the release of new tools and resources, shall be subject to this Agreement (as updated). You can review the most current version of the EULA at any time at: www.Talivest.com/eula . 1.3 Account Availability: The Company will use reasonable efforts to ensure that the Talivest Solution and the Services are available twenty-four hours a day, seven days a week. However, access to the Website, the Application and Services shall be as they may exist and be available on any given day and the Company has no other obligation, except as expressly stated in this EULA. There will be occasions when the Website, the Application and the Services will be unavailable or interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by Talivest to minimize such disruption where it is within Talivest’s reasonable control. YOU AGREE THAT Talivest WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE SERVICE OR OTHER CONTENT. The Company retains the right to create limits on use and storage with respect to the Talivest Solution and the Services determined at its sole discretion at any time with or without notice. 1.4 Content and Data Back-up: The Company further reserves the right to withhold, remove and or discard any User Generated Content made created or made available by you as part of your account, with or without notice if deemed by the Company to be contrary to this Agreement. For the avoidance of doubt, the Company has no obligation to store, maintain or provide you with a copy of any User Generated Content that you upload when using the Talivest Solution or the Services. 1.5 Eligibility: To be eligible to use the Website, the Application and the Services, you must meet the following criteria and represent and warrant that you: 1.5.1 are not currently restricted from use of the Website, the Application and the Services, or not otherwise prohibited from having a Talivest account; 1.5.2 will only maintain one End User Account at any given time (unless explicitly consented to by Talivest); 1.5.3 will not violate any rights of Talivest, including intellectual property rights such as copyright, patent, design or trademark rights; 1.5.4 agree to provide at your cost all equipment, software, and internet access necessary to use the Website, the Application and the Services; and 1.5.5 understand and agree that use of the Website, the Application and the Services may entail the application of certain incidental usage charges (“Incidental Charges”) during the installation and use of the Service. These Incidental Charges may, among others, be levied by your mobile network operator or your internet service provider. You are advised to consult your mobile data or internet data plan to identify the Incidental Charges which may be incurred prior to the installation and operation of these Services. 1.5.6 are a current student, staff member or affiliate of the Talivest approved Alumni Network (the “Alumni Network”) or Educational Institution (the “Educational Institution”) as outlined on the Website; 1.5.7 have been invited to join and create an End User Account by a lecturer or administrator of that same Alumni Network or Educational Institution; and (if applicable) 1.5.8 have been verified by peer to peer systems. 1.6 Suitability: You certify to Talivest that you are legally permitted to use the Talivest Solution and the Services, and take full responsibility for the selection and use of the Talivest Solution and the Services. 1.7 Prohibition by law: This Agreement is void where prohibited by law, and the right to use the Talivest Solution and Services are revoked in such jurisdictions. Talivest makes no claim that the Services may be lawfully used or that User Generated Content, including videos, photographs, location data and comments may be uploaded or downloaded in any jurisdiction save the jurisdiction specified by this EULA. Access to your User Generated Content or content provided by the Alumni Network or Educational Institution made available via the Website and/or the Application may not be legally permitted by certain persons or in certain countries. If you use the Service from outside Ireland, you do so at your own risk and you are responsible for compliance with the laws of that jurisdiction. Furthermore, if you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with a detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so. 1.8. Privacy: Please note that privacy is very important to us. You should not enter and should also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature, by avoiding inputting them in fields that would present in a public manner or as identifying information. Please see our Privacy Policy which governs the manner in which your personal information is used and displayed by Talivest.

2. REGISTRATION 2.1 Registration Process: You will be required create an account (the “End User Account”) by providing your own full legal name, a valid e-mail address, a geographical address, alumni or university history and any other information requested in order to complete the registration process. You will also be required to generate a password as set out below. You may also log in through other social media platforms as identified on the Website. 2.2 Information: If you choose to create an End-User Account, you agree to provide only accurate and complete registration information and you will keep that information up-to-date if it changes. We will retain this information in accordance with the terms of our Privacy Policy. 2.3 Registering: When you register, you will be required to generate a unique log -in credential (a password). Your password will be subject to certain limitations as regards availability, at the sole discretion of Talivest. We reserve the right to forfeiture of your password at any time. The password supplied by you will be required to fulfil a password security strength test. The combination of your email address and password permits us to verify you as the permitted and authorised user of the particular End-User Account, as well as providing access to the secure parts of the Talivest Solution and the Services. Access to the secure aspects of the Talivest Solution and the Services is not permitted for any other person or entity using your email and password and you are responsible for preventing such unauthorized use. Upon successful completion of the registration process, you will be afforded primary access to your End-User Account. You will be required to validate your End User Account through a validation process by email. 2.4 Feature/Service Differentiation: Depending on your End-User Account, whether you are a student End-User or an Enterprise Level End-User, you will be permitted differing levels of access to the different features and technology available through the Talivest Solution and the Services. These differing features are set out in greater detail on the Talivest Solution and may be reviewed at: www.Talivest.com. 2.5 Access Denial: Access to the Services may be denied in the following circumstances: 2.5.1 Individuals whose access to the Website, the Application or use of the Services has previously been terminated by Talivest may not register for another account, nor may you designate another individual to use your account on your behalf. Talivest expressly reserves the right not to grant access to anyone they may choose, to the Services, the Website, the Application or to create an End-User Account for any reason. 2.5.2 End Users who fail to enter their password on 3 consecutive attempts shall have their access to the site denied. An End-User is encouraged to follow the prompts provided in the event of this issue arising. 2.6 Authentication: 2.6.1 General: The Website and Application rely on email addresses and passwords to know whether the person accessing the Talivest Solution and utilising the Services are authorized to do so. If someone accesses the Talivest Solution and or the Services using an email address and/or password that you have provided us with, we will rely on that email address and password and will assume that access has been made by you. You are recommended to change your password regularly to prevent unauthorised use. You are solely responsible for any and all access to the Talivest Solution, your End-User Account and/or use of the Services by persons using your email address and password. Please notify us immediately if you believe or become aware that your End-User Account is being used without your authorization. 2.7: Access Indemnity: You indemnify us and hold us harmless for all damages and Losses related to your failure to comply with the provisions of this Section 2, including, without limitation, your failure to secure your End-User Account from third party access.

3. AGE AND RESPONSIBILITY 3.1 Age: Any individual making use of the Talivest Solution or the Services, must be over 18 years of age to register or utilise them. Anyone utilising the Talivest Solution or the Services under the age of 18 may register and utilise the Talivest Solution or the Services in conjunction with and under the supervision of a parent or guardian. 3.2 Responsibility: 3.2.1 By using and registering for the Talivest Solution and the Services, you understand that you are financially responsible for the applicable costs (if any) of using the services as detailed in this Agreement. In the event that you are under 18 years of age, such responsibility rests with your parent or guardian. You should seek the permission of such parent or guardian in advance in respect of the applicable costs of the Services. 3.2.2 You agree to notify us immediately of any unauthorised use of your log-on information or any other breach of security. 3.2.3 Furthermore, all individuals using the Website, the Application and Services confirm they are over the age of 13, as the Services are not intended for persons under 13. Use of the Services by an individual under 13 years of age is prohibited and we ask that you please not use the Services. 3.2.4 You are solely responsible for your interaction with other users of the Services, whether online or offline. You agree that Talivest is not responsible or liable for the conduct of any use, including your own conduct. Talivest reserves the right, but has no obligation, to monitor or become involved in any disputes between you and other users. You shall exercise common sense and your best judgment when interacting with others, including when you post or submit User Generated Content or any personal or sensitive personal information. 3.2.5 You agree that Talivest is not responsible for, and does not endorse, User Generated Content posted within the Talivest Solution or the Services. Talivest does not have any obligation to pre-screen, monitor, edit, or remove any User Generated Content. Talivest does reserve the right, at its discretion to monitor, edit, remove or moderate any such User Generated Content following notification from other users and or third parties. If your Content violates this EULA, you bear legal responsibility for that User Generated Content as well as possible grounds for termination of this EULA by Talivest.

4. LICENCE FOCUS

4.1 General: The Company provides you with access to the Services through the Talivest Solution, for your own personal non-commercial use only. 4.2 Content: The core Services which are being provided through the Talivest Solution are more particularly outlined on the Website and the Application. Any videos, pictures, text documents or data which you upload to the site are considered to be “User Generated Content” and the placing or uploading of such User Generated Content is governed strictly by the terms of this EULA. 4.3 Licence: Talivest hereby grants to you a limited, personal, non-commercial, nonexclusive, non-transferable, revocable, non-assignable, non-sub-licensable licence and right to access the Talivest Solution and the Services though a generally available web browser, mobile device operating system or through the Mobile Application in consideration of your strict and continued compliance with the following conditions: 4.3.1 your agreement, as evidenced by your acceptance of this EULA and your continued use of the Talivest Solution and the Services, to abide by the terms of this Licence; 4.3.2 your continuing compliance with the terms of this EULA and the Privacy Policy posted on the Website (which is hereby incorporated by this reference); and 4.3.3 not to use scraping, spidering, crawling or other technology or software of a malicious nature to access or make available to third parties information or data secured by the Talivest Solution, whether such data or information relates to Talivest, the Talivest Solution, the Services or User Generated Content created by you or third party users without the express written consent of Talivest or its users. 4.4 Use: Any use of the Talivest Solution, its software and/or Services or any part thereof in a manner contrary to the scope and purpose of this Licence is strictly prohibited and a violation of this Agreement, terminable in accordance with Section 13. 4.5 Intellectual Property: Talivest reserves all Intellectual Property rights in and to the Talivest Solution and the Services and any such Intellectual Property shall at all times be and for all purposes remain vested in Talivest and/or its licensors, including all copies made of the Website and the Mobile Application in accordance with Section 11. Risk in your use of the Talivest Solution and the Services shall pass to you as soon as you register. 4.6 Reciprocal Licence: Talivest does not claim ownership of any User Generated Content that you post or upload to or through the Services. Instead you hereby grant to Talivest an unlimited, non- exclusive, worldwide, perpetual, transferrable, assignable, sub-licensable, fully paid up and royalty free right to use, copy, prepare derivative works from, improve, distribute, publish, remove, retain, add to, process, analyse and commercialise, in any way now known or in the future discovered, any content, including photographs, data or information provided or submitted by you, whether directly or indirectly to Talivest, including, but not limited to, any User Generated Content, without the need for any further consent, notice and/or compensation to you or to any third parties, subject at all times to Talivest’s compliance with the Data Protection provisions of this Agreement (as set out in the Privacy Policy). Any information you submit to us is at your own risk of Loss as noted in this Agreement.

5. WARRANTY & DISCLAIMER

5.1 ANY INFORMATION OR CONTENT CONTAINED IN THE Talivest SOLUTION OR PROVIDED VIA THE SERVICES IS GENERATED BY END USERS. Talivest DOES NOT CONTROL OR VET DATA STORED OR USER GENERATED CONTENT FOR ACCURACY. 5.2 WE PROVIDE THE Talivest SOLUTION AND THE SERVICES AND ALL INFORMATION ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS SAVE AS SET OUT IN THIS AGREEMENT. 5.3 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED WITH THE Talivest SOLUTION, THE SERVICES, OR DO NOT AGREE WITH THE TERMS OF THIS EULA, YOU MAY CLOSE YOUR Talivest ACCOUNT AND TERMINATE THIS EULA IN ACCORDANCE WITH SECTION 13 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. 5.4 Talivest IS NOT RESPONSIBLE AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES OR COMMUNICATION (SUCH AS EMAILS, FORUM POSTINGS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) UPLOADED TO THE Talivest SERVICES. THE TRANSMISSION OF ANY SUCH MESSAGES OR COMMUNICATION SHALL BE ENTIRELY THE RESPONSIBILITY OF THE MOBILE NETWORK OPERATOR OR BROADBAND INTERNET PROVIDER. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR PERSONAL USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE, THE APPLICATION OR ANY USER MANUALS, MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US. 5.5 Talivest DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS; THEREFORE, Talivest DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION. 5.6 Talivest DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN OPERATION. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. Talivest DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONALITY. FURTHERMORE, Talivest DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE Talivest SOLUTION DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

6. USER UNDERTAKINGS 6.1 Undertaking: Except as expressly set out in this Licence or as permitted by any local law, you undertake not to: 6.1.1. use the Services for any unlawful or illegal purpose; 6.1.2 act dishonestly or fraudulently by engaging in objectionable conduct, or by posting inappropriate, inaccurate, or objectionable content to or through the Talivest Solution; 6.1.3. publish inaccurate information in the designated fields on registration for the service (e.g. do not include a link or an email address in your name field) 6.1.4. make any temporary or permanent reproduction by any means and in any form, in whole or in part, of the Talivest Solution, the software and or content contained in either or both; 6.1.5. make any translation, adaptation, arrangement or any other alteration of the permanent aspects of the Talivest Solution or any of the software contained in either or both; 6.1.6. make any form of distribution to the public of the content of the Talivest Solution, the software, in whole or in part, or of copies thereof; 6.1.7. make any form of distribution to the public of the User Generated Content or any other content posted on the Talivest Solution save as in accordance with the terms of this EULA; 6.1.8 remove or alter any copyright, meta-tags or other proprietary notice from the Talivest Solution, the Software, the Content and in particular photographs; 6.1.9. disseminate, sell, give away, hire, lease, offer or expose for sale or distribute the content of the Talivest Solution, the User Generated Content or another associated data, information, product or content wholly or partially derived from any of the foregoing; 6.1.10. create an End-User Account for anyone other than a natural person; 6.1.11. harass, abuse or harm another person, including sending unwelcomed communications to others using the Services; 6.1.12. use or attempt to use another End Users account without authorization from Talivest or that End User or create a false identity on the Website and/or the Application; 6.1.13. Upload, post, email, transmit or otherwise make available or initiate any content that: a) falsely states, impersonates or otherwise misrepresents your identity to Talivest, including but not limited to the use of a pseudonym; b) is unlawful, libellous, abusive, obscene, discriminatory or otherwise objectionable; c) adds to a content field such content that is not intended for such field (i.e. submitting a telephone number in the “Name” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by Talivest); d) includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships. e) infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights; and/or f) includes any unsolicited or unauthorised communication, advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (i) using Talivest to send messages to people who have not expressly consented to the receipt of such contact through the privacy controls on the system; (ii) sending messages to distribution lists, newsgroup aliases, or group aliases. 6.1.14. imply or state, directly or indirectly, that you are affiliated with or endorsed by Talivest unless you have entered into a written agreement with Talivest; 6.1.15. reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used in the Talivest Solution or to provide the Services, or any part thereof; 6.1.16. use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Talivest Solution; 6.1.17. infringe or use the Talivest brand, logos and/or trademarks, including, without limitation, using the word “Talivest” in any business name, email, or URL or including Talivest’s trademarks and logos except as expressly permitted by Talivest; 6.1.18 use bots or other automated methods to access the Talivest Solution, add or download contacts, send or redirect messages, or perform other activities through the Talivest Solution, unless explicitly permitted by Talivest; 6.1.19. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Talivest Solution; 6.1.20. Attempt to or actually access the Talivest Solution by any means other than through the interfaces provided by Talivest. This prohibition includes accessing or attempting to access Talivest using any third-party service, including software-as- a-service solutions that aggregate access to multiple services, including Talivest and proxy services; 6.1.21. Deep-link to the Talivest Solution for any purpose, (i.e. including a link to Talivest other than the home page) unless expressly authorized in writing by Talivest or for the purpose of authorised promotion; 6.1.22. Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Talivest’s infrastructure, including, but not limited to, sending unsolicited communications to other Users or Talivest personnel, attempting to gain unauthorised access to Talivest, or transmitting or activating computer viruses through or on the Talivest Solution. 6.2. Compliance Indemnity: You hereby agree to indemnify and hold Talivest and its licensors harmless from and against any liabilities, damages, judgments, costs and expenses (including reasonable legal fees and indirect and consequential loss) (“Losses”) arising out of your registration for the Website, any downloading, installation and use of the Application software, or use of the Services in a manner inconsistent with this Licence. 6.3 Warranty: You represent and warrant that: 6.3.1 you own the User Generated Content posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in this EULA. 6.3.2 the posting and use of User Generated Content on or through the Services does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights and that you have received express written permission of all individuals engaged in the process of generating the User Generated Content; 6.3.3 you agree to pay for all royalties, fees, and any other monies owed by reason of content you post on or through the Service; and 6.3.4. you have the legal right and capacity to enter into this EULA in your jurisdiction.

7. TALIVEST’S UNDERTAKINGS

7.1 Talivest Indemnity: We shall indemnify you against any claim that your use of or access to the Website, the Application or Services infringes the copyright of any third party provided: 7.1.1 such claim relates to the technology and software underlying the Talivest Solution and or the Services; 7.1.2 we are immediately notified of any such claim; 7.1.2 you do not make any admissions of liability; 7.1.3 we are given immediate and complete control of such claim, including the right to conduct the defence of any claim and to make any settlements as appropriate; and 7.1.4 the claim does not arise on foot of any of the circumstances set out in Section 5 above. 7.2 Remedies: We shall have the right at our discretion, to replace, modify or change the software incorporated in the Services to make any such software non-infringing. The maximum aggregate liability of Talivest shall be equal to that which is set out in section 10 of this Agreement. This states the entire liability of Talivest to you in respect of the infringement of the intellectual property rights of any third parties. 7.3. Disclosure of End User Information: 7.3.1. You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide to us, if required to do so by law or we, in good faith believe that such access, preservation or disclosure is reasonably necessary in our opinion to: (a) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (d) respond to customer service inquiries; or (e) protect the rights, property, or personal safety of Talivest employees, our users or the public. 7.3.2. Disclosures of user information to third parties other than those required to provide customer support, to administer this EULA, or to comply with legal requirements are addressed in the Privacy Policy.

8 THIRD PARTY SITES

8.1 Links: Talivest does not endorse any third party websites/applications/platforms that can be accessed via the Talivest Solution, nor does the fact that we provide a link to such third party websites/applications/platforms mean that we are affiliated with those websites, their owners or sponsors. We only provide these links for the convenience of users of the Solution, and the inclusion of any link, interface or protocol does not imply endorsement by Talivest of the website/application /platformor any association with its operators. 8.2 Your use of third party websites/applications that can be accessed via the Website is subject to the terms and conditions of use of those websites/applications (if any).We are not responsible or liable for the accuracy of any information, data, opinions, or statements made on or through third party websites/applications or the security of any link or communication with those websites/applications. Your access and use of any such third party websites/applications through the Solution is at your own risk. We are entitled to terminate a link to a third party website/application at any time. Talivest is not responsible for webcasting or any other form of transmission received from any linked site. 8.3 Responsibility: Talivest also does not screen, audit, or endorse third party applications (“Third Party Applications”). Accordingly, if you decide to access Third Party Sites or use Third Party Applications, you do so at your own risk and agree that your use of any application is on an “as-is” basis without any warranty as to the application, and that this EULA does not apply to your use of any Third Party Site or applications.

9 LOCATION BASED SERVICES

9.1 Consent: In accordance with the best practices and guidelines for location based services; Talivest are required to explain the location based aspect of the Services to you and seek your express consent and agreement to the terms applicable to that aspect of the Service. 9.2 Service: The location based services form an integral part of the operational aspect of the Services. In order for the location based aspect of the Services to operate correctly and fully, Talivest need to be permitted to communicate with your personal computer, mobile device and/or tablet (each of which is a ”Device”). By doing so, Talivest will attempt to identify your location. This requires the collection, use and sharing, among other things of precise coordinate data, including real time geographic location of your Device with Talivest partners, licensors and licensees, in accordance with the terms as set out in our Privacy Policy. This information is retained for the duration of this EULA and for a reasonable period following termination, in order to facilitate the efficacy of the Services. This information is accessible by you and us in accordance with this EULA and the Privacy Policy. 9.3 Agreement: You expressly agree, by ticking the box on registration and by your subsequent continued use of the Services, that you authorise Talivest, to collect and use your location data as a part of the Services. Where applicable, you may at any time through the End-User privacy settings, disconnect your Device and the Web Application from the location based aspect of the Services. Instructions of such opt out will be detailed on the Talivest Solution and in the security settings section of your Device. Please note, in doing so, we may not be able locate your Device and provide the full location based support of the Services.

9. LIMITATION OF LIABILITY.

9.1 Precedence: This Section prevails over all other provisions of this EULA and sets out the entire liability of Talivest in respect of: 9.1.1 the performance, non-performance, purported performance or delay in performance by Talivest of its obligations under this EULA; and 9.1.2 otherwise in relation to this Agreement or the entering into or performance of this EULA. 9.2 Losses not excluded: Nothing in this EULA shall exclude or limit the liability of Talivest specifically; 9.2.1 under the tort of deceit; 9.2.2 for death or personal injury caused by any breach of duty; 9.2.3 any breach of an obligation implied by Section 12 of the Sale of Goods Act 1893 (if any); or 9.2.4 any other liability to the extent that under applicable law it cannot be excluded or limited. 9.3 No Implied Terms: The terms of this EULA are in lieu of all other conditions, warranties and other terms concerning the supply or purported supply of, or failure to supply or delay in supplying, any services (except for those arising under Section 12 of the Sale of Goods Act 1893, if any) which might but for this Clause have effect between Talivest and you or would otherwise be implied or incorporated into this EULA or any collateral contract, whether by statue, common law, or otherwise (including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or as to the use of reasonable skill and care), all of which are hereby excluded. 9.4 Non-Contractual Liability: Subject to 11.2, Talivest does not accept, and excludes all liability for breach of any obligation or duty to take reasonable care or exercise reasonable skill other than any such obligation or duty arising under this EULA. 9.5 Indirect Loss: Subject to 11.2, Talivest shall not be liable in contract, tort or otherwise howsoever for any of the following losses or damage, (whether or not such damage was foreseen, foreseeable, known or otherwise): 9.5.1 revenue, actual or anticipated profits, contracts, use of money, anticipated savings, business, opportunity, goodwill, reputation, damage or corruption of data; or 9.5.2 any indirect or consequential loss howsoever caused (including, for the avoidance of doubt, whether such loss or damage is of a type specified in 11.5.1). 9.6 Breach of Warranty: For the avoidance of doubt, Talivest shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the following circumstances: 9.6.1. any use of the Services by you other than in accordance with the terms of this Agreement or use of the Services for a purpose for which they were not designed; 9.6.2. any temporary or permanent reproduction by any means and in any form, in whole or in part, of the Talivest Solution; 9.6.3. any reverse assembly, reverse compilation, reverse engineering or adaptation of the whole or part of the Talivest Solution; 9.6.4. any alteration, modification, adjustment, translation, adaptation or enhancement made by you to the Website or the Application or any combination, connection, operation or use of the Talivest Solution with any other equipment, software or documentation; 9.6.5 any dissemination, sale, hire, lease offer or exposure for sale or distribution of the Talivest Solution; 9.6.6 any item of third party hardware or software, even if forming part of the software or if the Licensor has recommended such third party hardware or software; 9.6.7 any breach by you of your obligations under this Agreement or of the Licensor’s intellectual property rights; or 9.6.8 any act, omission, negligence, fraud or default of or by you.

10. INTEGRITY OF DATA

10.1 Not Bespoke: You acknowledge that the Talivest Solution, the Services and the software have not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Talivest Solution and the Services as described on the Website, meet your requirements. 10.2 Minor Errors: You acknowledge that the Talivest Solution and the Services may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this Licence. 10.3 Insurance: You agree that you are the best judge of the value and importance of the data held on your End-User Account and that you will be solely responsible for taking out any insurance policy or other financial cover for loss or damage which may arise from loss of data for any reason. 10.4 Implied Warranty: Except as expressly provided herein and to the extent permitted under applicable law, all conditions and warranties (express or implied, statutory or otherwise) are excluded by the Licensor including without limitation any warranties implied by the Sale of Goods Act, 1893 as amended by the Sale of Goods and Supply of Services Act 1980. Without prejudice to the generality of the foregoing, the Licensor does not warrant that the Talivest Solution will achieve any intended result or that the operation by you of the Talivest Solution will be uninterrupted or error free.

11 TERMINATION

11.1 Duration: This Licence is effective either until deactivated by you in accordance with the full process provided for on the Website or until terminated by Talivest. Your personal information will be retained in accordance with the terms of the Privacy Policy. 11.2 Immediate Termination: Talivest may terminate this Licence immediately if: 11.2.1 you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of notice requiring you to do so; 11.2.2 a petition for a bankruptcy order to be made against you has been presented to the court; 11.2.3. if Talivest believes, at its sole discretion, that you are not adhering to the terms and conditions of this EULA or the Privacy Policy or is instructed by another End User, the Alumni Network or the Educational Institution that this is the case; or 11.2.4 for just cause at the sole discretion of Talivest to include, but not limited to the abuse of any fair usage policy or for the breach of any matter outlined under Section 7 and Section 11.2. 11.3 User Termination: You may terminate at any time, subject to adherence to the account deactivation process outlined on the Website and any applicable terms in the EULA applicable at the time. 11.4 Upon termination for any reason: 11.4.1 all rights granted to you under this Licence shall cease; 11.4.2 you must cease all activities authorised by this Licence; 11.4.3 you must immediately pay to the Licensor any sums due to the Licensor under this Licence if applicable; and 11.4.4 All data stored and retained in the System will be deleted within a reasonable period in accordance with the Privacy Policy.

12 DATA PROTECTION

Talivest shall comply with the Data Protection requirements set out in the Privacy Policy.

13. INTELLECTUAL PROPERTY RIGHTS

13.1 Vesting: You acknowledge that all intellectual property rights, title and interest in the Website, the Application and the Services contained therein, throughout the world belong to Talivest, that rights in the these are licensed (not sold) to you, and that you have no rights in, or to, the Website, the Application and the Services other than the right to use them in accordance with the terms of this EULA. 13.2 Contributions: It is Talivest’s policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, Talivest does not accept unsolicited materials or ideas and takes no responsibility for any materials or ideas so transmitted. If, despite our policy, you provide us with ideas, suggestions, documents, improvements, comments, proposals or feedback in relation to the operation of the Website, the Application and or the Services (“Feedback”) in whatever manner or form facilitated by the Talivest Solution; any such communication with Talivest whether verbally, via postings on blogs, forums, questionnaires, email and the like (“Communication”), you acknowledge and agree that such Feedback and or Communication (together “Contributions”): 13.2.1. do not contain confidential or proprietary information; 13.2.2. does not create any express or implied obligation of confidentiality in respect of Talivest; 13.2.3. Talivest is free to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; 13.2.4. does not preclude Talivest from having something similar to the Contributions already under consideration or in development; 13.2.5. that you irrevocably waive and assign all right, title and interest in and to the Contributions to Talivest; 13.2.6. does not entitle you to any compensation, royalty or reimbursement of any kind from Talivest under any circumstances; and 13.2.7 you further agree to provide Talivest with such assistance as may be required in documenting, perfecting and maintaining Talivest’s rights in and to any such Contributions.

14 NOTICES

14.1 Service messages: For the purposes of service messages and notices about the Services to you, Talivest may place a banner notice across the Talivest Solution to alert you to certain changes such as modifications to this EULA. Alternatively, notice may consist of an email from Talivest to an email address associated with your account, even if we have other contact information, or via a digital distribution Solution for mobile applications, applicable to your particular device. 14.2: General Communication: You also agree that Talivest may communicate with you through your account or through other means including email, mobile and telephone about your account or services associated with Talivest. Please review your settings to control what kind of messages you receive from us. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so, to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services. 14.3 Contacting Talivest: In addition Talivest may be contacted via our mail courier at: Western Gateway, Western Road, Cork, Ireland and [email protected] 14.4 End User to End User Communication: You agree to permit other End Users to communicate with you. You may alter your privacy settings to reduce or increase the number and type of End User that is permitted to contact you directly. This option can effected by way of your account settings at any time during your use of the Talivest Services. 14.5 Alumni Communication: You agree to permit the Educational Institution and or Alumni Network with whom you have connected to contact you and to view your profile. You may change these setting at any time during your use of the Talivest Services. However, you should note that if you do not permit the relevant Educational Institution and or Alumni Network to communicate with you, you will not be able to avail of the full Talivest Service offering.

15 AMENDMENTS TO THE LICENCE

15.1 Amendments: Talivest reserves the right, at our sole discretion, to amend, add or delete any of the terms and conditions of this Licence. Talivest will post notifications of any such changes to this Licence on the Website or in the Application, will provide a link to the revised version of this Licence, and may provide such other notice as the Licensor may elect in its sole discretion. If any future changes to this Licence are unacceptable to you or cause you to no longer be in compliance with this Licence, you may terminate this Licence in accordance with the terms herein. 15.2 Evidence of Acceptance: Your installation, download and/or use of any updated or modified software (if any) and/or your continued use of the Website, the Application or the Services following notice of changes to this Licence as described above means you accept any and all such changes. Talivest may change, modify, suspend, or discontinue any aspect of the Website, the Application and/or the Services at any time. 15.3 Limits: Talivest may also impose limits on certain features without notice or liability. You disclaim any right, title or interest, monetary or otherwise, in any feature or content contained in the Talivest Solution and/or the Services.

16 WAIVER

16.1 Strict Performance: If Talivest fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if Talivest fails to exercise any of the rights or remedies to which he is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

17 CONFIDENTIAL INFORMATION 17.1 Non-Confidential Relationship: You acknowledge and agree that your relationship with Talivest is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Generated Content does not place Talivest in a position that is any different from the position held by members of the general public, including with regard to your User Generated Content. None of your User Generated Content will be subject to any obligation of confidence on the part of Talivest, and Talivest will not be liable for any use or disclosure of any Content you provide, subject at all times to the terms of the Privacy Policy.

18 SEVERABILITY: Severance of Terms: If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

19 ENTIRE AGREEMENT: This EULA and any document expressly referred to in it represents the entire agreement between you and Talivest, in relation to the license hereunder and supersedes any prior agreement, representation, understanding or arrangement between us, whether oral or in writing. Both Parties hereunder acknowledge that, in entering into this EULA, neither Party has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.

20. LAW AND JURISDICTION 20.1 Jurisdiction: This EULA is governed by Irish law. Any dispute arising from, or related to, any term of this EULA shall be subject to the exclusive jurisdiction of the Irish courts. 20.2 LANGUAGE: Any dispute arising from, or related to, any term of this EULA arising between the Parties, shall be resolved or determined based on the English language version alone. These terms were originally written in English. In the event that these terms are translated into any other language, the translation shall be for review purposes only and have no legal effect. 21. RELATIONSHIP: Nothing in this Agreement shall create, evidence or imply any agency, partnership or joint venture between you and Talivest. Neither you nor Talivest shall act or describe itself as the agent of the other; nor shall either party represent that it has any authority to make commitments on behalf of the other. END USER LICENCE AGREEMENT VERSION DRAFT 1.2 LAST UPDATED 19.02.2014

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