Talify Standard Terms and Conditions

In conjunction with your engagement of Kiosite, LLC ("Kiosite") and Talify, its product, you ("User") agree to the terms and conditions described below ("Agreement") as of the date Talify is first utilized ("Effective Date"). By accessing our website, User signifies that User has read, understands and agrees to be bound by this Agreement, whether or not User is a registered member of Talify.

1. Eligibility. By using Talify, User represents and warrants that User is 18 years of age or older, and that User agrees to abide by this Agreement, or if User is under 18 years of age, User acknowledges that User has received the consent of User's parents or guardians to this agreement.

2. User Conduct. User understands that except for advertising programs offered by us, Talify is available for User's personal, non-commercial use only. User represents, warrants and agrees that no materials of any kind submitted through User's account or otherwise posted, transmitted, or shared by User on or through Talify will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.

   In addition, User agrees not to use Talify to:

   • harvest or collect e-mail addresses or other contact information of other Talify users by electronic or other means;

   • use Talify in any unlawful manner or in any other manner that could damage, disable, overburden or impair Talify;

   • use automated scripts to collect information from or otherwise interact with Talify;

   • upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;

   • register for more than one user account, register for a user account on behalf of an individual other than User, or register for a user account on behalf of any group or entity;

   • impersonate any person or entity, or falsely state or otherwise misrepresent User, User's age or User's affiliation with any person or entity;

   • upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

   • upload, post, transmit, share, store or otherwise make publicly available on Talify any private information of any third party, including, addresses, phone numbers, e-mail addresses, Social Security numbers and credit card numbers;

   • solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;

   • upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

   • intimidate or harass another;

   • upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;

   • use or attempt to use another's account, service or system without authorization from Kiosite, or create a false identity on Talify;

   • upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Kiosite, is objectionable or which restricts or inhibits any other person from using or enjoying Talify, or which may expose Kiosite or its users to any harm or liability of any type.

   
   

   Without limiting any of the foregoing, Kiosite reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing Talify in order to protect the integrity of Talify.

3. License. Subject to the terms and conditions set forth herein, Kiosite hereby grants to User a non-exclusive, non- transferable right to access Talify's server (the "Talify Server") to retrieve, view, and edit User's information (the "User Information") and for purposes of the Agreement, the User Information shall include the Third Party Information (as defined herein) solely for User's internal employment related purposes. This right is effective until it is terminated in accordance with the terms of the Agreement. User may not license, sub-license or otherwise assign to any third party, directly or indirectly, any rights granted to it by Kiosite or Talify pursuant to the Agreement. User may not copy, modify, reverse engineer, decompile, disassemble or create derivative or competing works from or with Talify. User will return all Talify related materials to Kiosite upon termination of the Agreement and will immediately remove any link from User's computer network to the Talify Server. User shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of the User Information, and Kiosite shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Information. If the relationship is terminated (other than by reason of User's breach), Kiosite will make available to User a file containing the User Information within 30 days of termination if User so request at the time of termination. If User breaches the relationship, Kiosite reserves the right to withhold, remove or discard User Information without notice, and upon Kiosite's termination of the relationship as a result of such breach, User's right to access or use the User Information shall immediately cease, and Kiosite shall have no obligation to maintain or forward any of the User Information to User.

4. Privacy Policy. User agrees to be bound by and comply with Kiosite's Privacy Statement attached hereto as Exhibit A. This exhibit may be updated from time to time and made available by Kiosite for review.

5. Termination. Kiosite may terminate the relationship (and all licenses or rights granted hereunder) immediately for any reason. The termination of the relationship will in no way relieve User of User's obligation to pay Kiosite any sums payable hereunder and if, upon termination, User remains liable for any monetary obligation created under the Agreement, including the payment of fees, Kiosite may accelerate and declare all of User's obligations created under the Agreement to be immediately due and payable.

6. Limited Purpose; Non-Disclosure and Non-Use. User expressly acknowledges that User will use Talify only for the purposes for which it is designed. User expressly acknowledges that User will not use Talify or disclose any information from Talify for any purposes other than which it is intended.

7. No Other License. Except as expressly set forth in the Agreement, no rights or licenses, express or implied, are granted to User by the Agreement. Kiosite retains any and all rights to the use and ownership of the intellectual property it may possess including, but not limited to, the intellectual property related to Talify. Talify includes copyrighted materials owned or licensed by Kiosite and subject to protection under United States and International copyright law. User acknowledges that Kiosite owns or has licensed and retains all copyrights and other proprietary rights in and to all of Talify, and User agrees that User will not at any time during assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any copyright, trademark, trade name, copyright, logo, or other item of intellectual property belonging to or licensed to Kiosite (including, without limitation, any act, or assistance to any act, which may infringe or lead to the infringement of any proprietary right in Talify or of Kiosite). User agrees to use reasonable efforts to protect Kiosite's proprietary and intellectual property rights and to cooperate without charge in Kiosite's efforts to protect its proprietary and intellectual property rights. User agrees to promptly notify Kiosite of any known or suspected breach of Kiosite's proprietary rights.

8. Use of Information; Compliance with Law. User represents that User is a job-seeker or employer with the legitimate need for the User Information. User further represents and warrants that all User Information, whether electronically transmitted, printed, written or oral, that is made available in connection with the Agreement to User, are and shall be for User's exclusive use, and that User is the end user of the User Information. User will request User Information only in connection with User's employment related activities. User activities relating to the User Information, including its use or disclosure, and all requests or retrieval of User Information by User, will be conducted in accordance with all applicable federal, state and local laws. Upon receipt, User shall treat all User Information and any other documentation in strict confidence and shall not reveal or make such information accessible in any manner whatsoever to any third party except as otherwise required by law. Such information shall be maintained in confidential files to which access is restricted. Only those employees who need such information to perform their job duties shall have access to the same.

9. Third Party Services. User acknowledges and understands that Kiosite utilizes the services or products of other third parties (the "Third Party Information") in connection with Talify, and that although User may gain access to the Third Party Information by way of the Kiosite Server, all requests for the Third Party Information and reports related thereto may be transmitted directly between User and the third party providing the Third Party Information utilizing the Kiosite Server and Kiosite's related technical resources and platform. User acknowledges and agrees that Kiosite does not make any representations or warranties relating to the completeness or accuracy of the Third Party Information. User agrees to cooperate with such third parties in connection with obtaining the Third Party Information, including, but not limited to, executing documentation that may be reasonably requested by such third party.

10. Indemnification. User shall indemnify, hold harmless, and, upon Kiosite's request, defend Kiosite against any claims, liabilities, and expenses, including but not limited to court costs and attorneys' fees, arising from (i) any claim alleging that use of the User Information infringes the rights of, or has caused harm to, a third party; (ii) User's acts or omissions, User's employees, and agents in connection with the Agreement; or (iii) the conduct of User's business, including, but not limited to, User's employment-related activities.

11. No Warranty. THE USER INFORMATION RECEIVED BY USER IN CONNECTION WITH THE AGREEMENT AND TALIFY PROVIDED IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT ARE WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USER SHALL BE FULLY RESPONSIBLE FOR THE USE OF THE USER INFORMATION AND RESULTS OBTAINED WITH THE USE OF TALIFY IN USER'S BUSINESS. TALIFY MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. KIOSITE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

12. Limitation of Liability. Kiosite does not make any representation as to the completeness or accuracy of the User Information or any other information disclosed pursuant to the Agreement, nor does Kiosite assume any responsibility or liability for the conclusions that User may derive from such information or User's use of User Information or Talify. KIOSITE SHALL HAVE NO LIABILITY UNDER THE AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR OTHER INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, EVEN IF KIOSITE HAS KNOWLEDGE OF THE LIKELIHOOD OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE HEREIN, ANY LIABILITY WHATSOEVER OF KIOSITE TO USER HEREUNDER SHALL BE LIMTED TO THE AMOUNTS PAID BY USER TO KIOSITE UNDER THE AGREEMENT DURING THE 30-DAY PERIOD IMMEDIATELY PRECEEDING ANY ALLEGED LIABILITY.

13. Remedies. Kiosite and User agree that any violation of their respective obligations described in Sections 6, 7 and 8 of the Agreement (collectively, the "Nondisclosure and Non-Use Obligations") will cause the non-breaching or threatened party to suffer immediate irreparable injury for which monetary damages are an inadequate remedy. Accordingly, the parties agree that in the event the other breaches or threatens to breach any of their respective Nondisclosure and Non-Use Obligations of the Agreement, the non-breaching or threatened party shall be entitled, in addition to all other remedies it may have at law or in equity, to a temporary restraining order and preliminary and permanent injunctions, an order of specific performance or other appropriate relief to restrain any such breach, without having to show or prove any actual damage.

14. Assignment. In the case of a merger, sale, or change in control of all or part of its business, Kiosite may assign or transfer its rights and obligations under the Agreement to its successor-in-interest without the prior written consent of User. Otherwise, neither party may assign or transfer its rights or obligations under the Agreement without the prior written consent of the other.

15. Notice. Any notice given hereunder shall be sent in writing to the other party's business address set forth above or to such other party and address as such party shall most recently have designated in writing. Notices directed to Kiosite shall be sent "Attention: General Counsel."

16. Choice of Law; Venue. The Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Missouri applicable to agreements to be performed wholly within such state. Should Kiosite prevail in any action or proceeding to enforce the Agreement or any provision hereof, or for a declaration of rights hereunder, it shall be entitled to receive from the other party all costs and expenses, including reasonable attorneys' fees, in connection with such action or proceeding. In connection with any litigation commenced by the parties under the Agreement, each party hereby irrevocably consents and submits to the jurisdiction of the Circuit Court of St. Louis County, Missouri or the United States District Court for the Eastern District of Missouri, and consents that venue for such litigation shall be in the State of Missouri, and each party specifically waives any objection based on venue with respect to any such litigation.

17. Severability. If the Agreement is found unenforceable as to any specific section or claim, the Agreement shall be viewed as a series of separate contracts each intended to protect the remaining interests covered herein.

18. Entire Agreement; Counterparts; Successors. The Agreement, together with all exhibits, attachments or addenda hereto which are incorporated herein by this reference, supersedes any and all other agreements, either oral or written, between the parties with respect to the matters stated herein, and the Agreement contains all of the covenants and agreements between the parties with respect thereto. The Agreement may be amended or modified only in writing. The Agreement may be executed or agreed in several identical counterparts (including electronically), each of which when delivered shall be an original, but all of which together shall constitute a single instrument. The Agreement shall inure to the benefit of and shall be binding upon the assigns of and successors in interest to the parties.

Exhibit A

Privacy, Security and Service

Kiosite seeks to offer its users the very best service and support. To that end, we want to ensure that our users are aware of our commitment to the privacy, security and service necessary to successfully deliver Talify. From time to time, there may be a need to update this privacy, security and service statement ("Statement"). Kiosite will provide notice of the effective date of any such change and make such changes available for review.

Collected Information

In the course of the use of Talify, User may provide sensitive personal information as required, such as social security numbers, credit card numbers, and employment history. Kiosite uses this information to setup and facilitate Talify. Sensitive personal information will never be shared with any unrelated third parties, nor made available to any competitor or unregistered employee of a user. All financial and billing information is held strictly private, and any credit card or payment processors are held to the same standards in protecting such information.

Individual records may be accessed for the purpose of technical support or suspected violations of any agreement, or as required by law. User is solely responsible for the confidentiality and integrity of User's registered users and passwords.

User authorizes Kiosite to use User information to any purposes for which Talify is intended or may be intended in the future. Kiosite will use reasonable best efforts not to disclose any information about users that User has not authorized. Notwithstanding the forgoing, Kiosite may track, collect and use non-identifying data and aggregate information in order to provide third party services and other Kiosite Products and Services.

User is responsible for all activity occurring under its user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of Talify, including those related to data privacy, international communications and the transmission of technical or personal data. User shall: (i) notify Kiosite immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Kiosite immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by User; and (iii) not impersonate another Talify user or provide false identity information to gain access to or use Talify.

Session Information

In order to make the experience more user friendly, it is necessary to track individual sessions when User utilizes Talify. However, such information is not personally identifiable and is used solely for the purpose of identifying an individual session and consistency through the given application.

Security

Talify has security measures in place to help protect against the loss, misuse or alteration of data it hosts. When using an appropriate Internet browser, Secure Socket Layer (SSL) technology may provide both data encryption and authentication in order to help ensure data integrity. Kiosite also has measures in place such as redundant connectivity, 24 hour network monitoring, physical security and firewalls in place to further help prevent unauthorized access and continued accuracy of data collected and stored.

Third-Parties

Kiosite may link User to other, third party sites or provide User with an opportunity to enter into correspondence with, purchase goods or services from, or participate in promotions of advertisers or sponsors showing their goods or services through or in connection with Talify. Those sites are not under the direct control of Kiosite and are subject to the policies and statements that may be listed. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between User and the applicable third party, and Kiosite is not responsible for the use or privacy of such sites. Kiosite and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between User and any such third party. Kiosite provides these links to User only as a matter of convenience, and in no event shall Kiosite or its licensors be responsible for any content, products, or other materials on or available from such sites. Kiosite provides Talify to User pursuant to the terms and conditions of the Agreement. User recognizes, however, that certain third party providers of ancillary software, hardware or services may require User's agreement to additional or different licenses or other terms prior to User's use of or access to such software, hardware or services.