Talivest Member Terms of Use

PLEASE READ THESE MEMBER TERMS OF USE CAREFULLY

1. INTRODUCTION  

1.1 Contract

Please read these Member Terms of Use (the “Terms”) carefully as they form a legally binding contract between you and Talivest Ireland Limited. These Terms govern your access and use of our Community Platform and Services, as defined below.

You agree that by clicking “Join Now”, “Join Talivest”, “Sign Up” or similar, registering, accessing or using our Services (described below) you are agreeing to enter into a legally binding contract with Talivest (even if you are using our Services on behalf of a company). If you do not agree to these Terms, do not click “Join Now”, “Accept” (or similar) and do not access, register or otherwise use any of our Services.

Your use of our Services is also subject to our Privacy Statement, Cookie Policy and Code of Conduct, which are incorporated by reference to these Terms:

• Our Privacy Statement, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our Services, you consent to such processing and you warrant that all data provided by you is accurate.
• Our Cookie Statement, which sets out information about the cookies on our Website and Services.
• Our Code of Conduct which sets out information about what we expect you to do and questions & answers.

1.2 Who we are

We are Talivest Ireland Limited, an Irish company with a registered address at 3 Castle Street Dublin (referred to as “we” or “us” or “Talivest” in these Terms). Our company registration number is 548250.

We are a company that has developed an online Engagement Insights Platform, available at talivest.com (the “Engagement” Platform”), that allows companies to evaluate engagement levels and optimise workforce decision making.

1.3 The relationship between you (“Member”), the Subscriber and Us

An organization or other third party that we refer to in these Terms as “Subscriber” has invited you to join and/or participate to use our Engagement Platform curated by that same Subscriber.

The Subscriber has separately agreed to purchase our Services under the terms of an enterprise-level agreement with us (the “Enterprise-Level Agreement”). Under the terms of the Enterprise Level Agreement, we agree to allow the Subscriber to set up and configure their own Engagement Platform so that you and others could join (each invitee granted access to the Services, including you, is a “Member”). The Enterprise-Level Agreement contains our commitment to deliver the Services to the Subscriber, who may then invite Member’s to join its Engagement Platform(s).

If the Subscriber has signed up to our Services under the terms of a freemium/trial account, we agree to allow the Subscriber to set up and gain access to the online Engagement Platform so that they can evaluate engagement levels and optimise workforce decisions. (The Enterprise-Level Agreement contains our commitment to deliver the Services to the Subscriber, who may then invite Member’s onto the platform for survey reasons.)

When a Member (including, you) submits content or information to the Services, such as messages or files (“Subscriber Data”), you acknowledge and agree that the Subscriber Data is owned by the Subscriber (your former employer) and that the Enterprise-Level Agreement provides the Subscriber with many choices and control over that Subscriber Data. For example, the Subscriber may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign Community Platforms, and that these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Subscriber Data.

By entering into the Enterprise-Level Agreement and by the Subscriber inviting you the Member to join the Community Platform run by, the Subscriber has assumed responsibility for the following:

a) To inform you and any Member’s of any relevant Subscriber policies and practices and any settings that may impact the processing of Subscriber Data;

b) To obtain any rights, permissions or consents from you that are necessary for the lawful use of Subscriber Data and the operation of the Services;

c) To ensure that the transfer and processing of Subscriber Data under the Enterprise-Level Agreement is lawful;

d) To respond to and resolve any dispute with you relating to or based on Subscriber Data, the Services or Subscriber’s failure to fulfill these obligations.;

e) To ensure that you has access to the Subscriber Data; and

f) To ensure that you may request that their Data is removed from the Talivest site.

1.4 Our services

Our company provides a tool that allows companies to build an Engagement Platform of current and/or former employees, as well as an Insights Engagement tool that captures employee engagement levels. For the purposes of these Terms, the service you connect to via the Website and the content we provide to you through it are the “Services“.
Registered users of our Services are “Members”.

1.5 Your privacy

We only use any personal data we collect through your use of the Website and the Services of the Community Platform in the ways set out in our privacy statement.

Please be aware that internet transmissions are never completely private or secure and that  any message or information you send using the Website or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

1.6 Members and Invited Members

When you register and join the Services of the Community Platform, you become a Member. If you have chosen not to register for our Services, you may access certain features as an invited member of a Subscriber “Invited Member”.

The Invited Member will be issued a unique code from the Community Platform administrator the “Administrator” once the Administrator has approved the content and logistics with the Subscriber for the Invited Member access.

1.7 Changes to these Terms

We may modify these Terms, our Privacy Statement and our Cookie Policy at our discretion. When we make changes to these Terms, we will amend the revision date at the top of this page. We encourage you to periodically review these Terms for changes.

1.8 Freemium

Talivest may offer you certain features or a limited version of the Service on a cost-free basis (“Freemium”). Unless earlier terminated as described in these Terms of Service, you can use the Freemium Services until the current Service offering expires and will not be extended by us or you upgrade to a paid account.

Paid Accounts

You can terminate your Freemium account and upgrade to a paid services account or add paid functionality to your account, according to our current Service offerings (turning your account into a “Paid Account”).

The fees for our paid services are based on an individual contract or the pricing plan, which is available by contacting [email protected] or part of an individual service offering contract provided by us.

All invoices shall be due no longer than 10 days after receipt.
If you upgrade to a paid account or add paid services to your account, you have to pay the fees according to your individual contract or the pricing plan. Each period, will be renewed automatically until termination. We will inform you at the beginning of the termination period about the automatic renewal and the possibility to terminate the agreement.
You can terminate your paid account at any time with a 4 weeks prior written notice before the end of the regular billing cycle. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund unless you are terminating the Subscription for any of the following reasons: We have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; or a refund is required by law.
We are entitled to terminate this agreement or suspend all accounts under that account plan in case you fail to make timely payment, or you violate these Terms of Service.
We may change the fees charged for the Services at any time. For Services billed on an advanced basis, the change will become effective only at the next following billing cycle of your Subscription.

We will inform you with prior written notice of any change in fees to give you the opportunity to terminate your Subscription before the change becomes effective.
All advertised prices shall be net, exclusive of value-added-tax. You’re responsible for all applicable taxes and we’ll charge tax when required to do so.

2. OBLIGATIONS

2.1 Service eligibility for the Member

The Services are not for use by anyone under the age of 18.

To use the Services, you agree that:

1. you are, at the time of registration and at any point thereafter, a member of our “Community Network” (as described below);
2. you will only have one Talivest account, which must be in your real name;
3. you are not already restricted by Talivest from using the Services; and
4. you will, at all times, comply with the Talivest Code of Conduct.

Our “Community Platform” is an online platform that allows you to build a private community to engage with your current and former employees.

2.2 Your account and registering as a Member

Members are account holders. To register for an account, you will be asked to confirm and fill out your details on the Profile Form on our Website and submit it back to the Administrator. You will be asked to provide certain information about yourself, including your full legal name, a valid personal e-mail address, a geographical address, alumni or university history, employment history and any other information requested to complete the registration process. You must provide the information necessary for the registration completely and truthfully.

At the time of registration you will be asked to choose a strong password. You are obligated to keep the password confidential and to under no circumstances make it known to third parties. For security reasons, you will be required to validate your account through an email validation process.

You must keep your account secure. You must notify us immediately of any breach of security or unauthorized use of your account. You are solely responsible and liable for the activity that occurs in connection with your account. If you wish to delete your account you may send us an email request at [email protected].

You are personally responsible for updating the personal information held by your account in case of any changes. All changes can be made online after logging in under “My Account”.

If you are having difficulty accessing your account, please email us at [email protected].

2.3 Subscribers

Our Services accommodate one type of account holder: these are entities or subsidiaries of wholly owned Companies.

Among other things, Subscribers are entitled to different levels of access to the various features available through our Services. 

3. RIGHTS AND LIMITS

3.1 Your License to Talivest

As between you and Talivest, each individual Member owns the content and information that you submit or post to the Community Platform and you are only granting Talivest and our affiliates the following non-exclusive license: A worldwide, transferable and sub licensable right to use, copy, modify, distribute, publish, and process, information and content that you provide through our Services, without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways:

a. You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied, re-shared it or stored it and (b) for the reasonable time it takes to remove from backup and other systems.

b. We will not include your content in promoting the Services for the products and services of third parties to others without your separate consent (including sponsored content).

c. We will get your consent if we want to give third parties the right to publish your posts beyond the Service. However, other Members may have access and share your content and information, consistent with your choices.

d. While we may edit and make formatting changes to your content (such as translating it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression.

e. Because you own your content and information and we only have non-exclusive rights to it, you may choose to make it available to others.

You agree that we may access, store and use any information that you provide in accordance with the Terms of the Privacy Statement and your choices (including settings).

You agree to only provide content or information that does not violate the law nor anyone’s rights (including intellectual property rights). You also agree that your profile information will be truthful. Talivest may be required by law to remove certain information or content in certain countries.

3.2 Intellectual Property Rights

All intellectual property rights in the Website and the Services throughout the world belong to us and our licensors and the rights in the Website and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Website or the Services other than the right to use them in accordance with these Terms.

3.3 Other Content

We are not responsible for other websites you link to

The Service may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

We are not responsible for content uploaded by other users

The Services permit the submission, sharing and publishing of content by you and other users.

You understand and acknowledge that when accessing and using the Services you will be exposed to such content from a variety of sources, and that we are not responsible for the accuracy, completeness, currency, usefulness, safety, or intellectual property rights of, or relating to, such content.

You also understand that you may be exposed to content generated by others that is inaccurate, out-of-date, offensive, indecent, or objectionable.

We are not responsible for any legal claims or remedies you may have against us or any of our affiliates, in respect of any content generated by other users.

Complaints regarding content uploaded by others

Where you wish to alert us to content which is objectionable please email us at [email protected].

3.4 Service Availability

We may change or discontinue any of our Services. We don’t promise to store or keep showing any information and content that you’ve posted.

Talivest is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Statement.

3.5 Limits

Talivest reserves the right to limit your use of the Services, including your ability to contact other Members. Talivest reserves the right to restrict, suspend, or terminate your account if Talivest, in its sole discretion, believes that you may be in breach of these Terms or law or are misusing the Services by violating our Code of Conduct.

4. DISCLAIMER AND LIMIT OF LIABILITY

4.1 No Warranty

To the extent allowed under law, Talivest and its affiliates (and those that Talivest works with to provide the services) (a) disclaim all implied warranties and representations (e.g. warranties of merchantability, fitness for a particular purpose, accuracy of data, and non-infringement); (b) do not guarantee that the services will function without interruption or errors, and (c) provide the service (including content and information) on an “as is” and “as available” basis.

4.2 Exclusion of Liability

To the extent permitted under law, Talivest and its affiliates (and those that Talivest works with to provide the services) shall not be liable to you or others for any indirect, incidental, special, consequential or punitive damages, or any loss of data, opportunities, reputation, profits or revenues, related to the services (e.g. offensive or defamatory statements, down time or loss, use of, or changes to, your information or content).

In no event shall the liability of Talivest and its affiliates (and those that Talivest works with to provide the services) exceed, in the aggregate for all claims, an amount equal to the yearly standard, premium or elite fee that the subscriber paid for a service (as the case may be), if any, or (b) EUR €1000.

This limitation of liability is part of the basis of the agreement between you and talivest and shall apply to all claims of liability (e.g. warranty, tort, negligence, contract, law).

5. TERMINATION

All Parties have the right to terminate these Terms

All Parties may terminate these Terms at any time with notice to the other.

The Member may terminate these Terms through the Administrator or through [email protected].

On termination, you lose the right to access or use the Services. The following shall survive termination:

• Members rights to further re-share content and information you shared through the Service to the extent copied or re-shared prior to termination;
• Sections 4 and 6 of these Terms.

Talivest may end your rights to use the Services if you breach these Terms

We may also end your rights to use the Services at any time if you breach these Terms in a serious way. If what you have done can be remedied we will afford you a reasonable opportunity to do so.

If we end your rights to use the Website and Services:

• You must stop all activities authorised by these Terms, including your use of any Services.

6. GENERAL

Talivest may transfer these Terms to someone else

We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.

You need our consent to transfer your rights to someone else

You may only transfer your rights or your obligations under these Terms to another person if we previously agree in writing to the transfer of such rights.

If a court finds part of these Terms illegal, the rest will continue in force

Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

Even if we delay in enforcing these Terms, we can still enforce it later

Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

Which laws apply to this contract and where you may bring legal proceedings

These Terms is governed by Irish law and you can bring legal proceedings in respect of or related to the Terms, the Website and/or the Services in the Irish courts.

7. SUPPORT

Support for the Website and Services and how to tell us about problems

Support. If you want to learn more about the Service or have any problems using them please take a look at our support resources at [email protected]

Contacting us (including with complaints). If you think the Website or the Services are faulty or mis-described or wish to contact us for any other reason please contact us through our website or email our Subscriber service team at [email protected].

How we will communicate with you. You agree that we will provide notices to you in the following ways: (1) a notice within the Service, or (2) a message sent to the contact information you provided us (e.g., email, mobile number, physical address). You agree to keep your contact information up to date.

Please review your settings in “My Account” to control and limit the messages you receive from us.

Current version of these Terms dated 23/May/2018.