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Terms and Conditions

Introduction  

 These iTalentUp terms and conditions (henceforth, the “Terms”) describe the terms regarding your use of the Services and are an integral part of the agreement between you (henceforth, “You” or “Customer”) and iTalentUp (henceforth, “iTalentUp”, “we”, or “our”). You or iTalentUp could also be referred to individually as a “Party” and together as “Parties” in these Terms.   

These Terms constitute a legally binding contract between You and iTalentUp. If you do not agree to these Terms, do not register for an iTalentUp account, or purchase or use the Services. When using or accessing the Services, or when registering for an iTalentUp account, You agree to be bound by these Terms. If you use the Services on behalf of an entity, you agree to these Terms for that entity and represent and declare to iTalentUp that you have the authority to bind that entity to these Terms.  

In these Terms, we refer collectively to these Terms, the applicable Data Processing Agreement and Service Level Agreement («SLA«), other instructions and policies («Documentation«) available on our website («Website«), and applicable order documents («Order Form«), which are defined below as the «Agreement.»  

1. Definitions

The following capitalized terms in this Agreement shall have the meanings as described below:

  • “Candidate”. This refers to the final recipient of the platform who receives a link to evaluate their knowledge through its use.

  • “License”. This refers to the granting to the Licensee access to and use of the Services offered by iTalentUp solely for their own internal business purposes.

  • “Licensee”. This refers to the party that temporarily receives the rights to use the Software license, according to the agreed Terms. Depending on the use of the platform, licensees may be Customers.

  • “Software” or “Platform”. This refers to those iTalentUp products, services and/or Software (in the form of object code) made available to the Licensee by iTalentUp in relation to the present Agreement.

  • “Test Database”. This refers to the MeasureUp Catalog® database, which includes more than 40,000 questions prepared by expert professionals. Its content is specifically protected by copyright and may be used by the Licensee for the sole purpose of evaluating the knowledge of End Users. The questions included in the catalog are up to date and follow the standards of all official certifications of Microsoft, Cisco, Comptia and VMware, among others. 

2. Granting access and use 

  1. Subject to the Terms of the Agreement, iTalentUp hereby grants you, and You accept, a limited, personal, non-exclusive, non-sublicensable, non-transferable, non-assignable license to access and use the Services solely for Your own internal business purposes.

  2. Access to and use of the Services is provided to those individuals who perform the tests provided as part of the Services as authorized by Customer, pursuant to the rights granted in accordance with the Agreement, as specified in the Order Form («Candidate(s)»).

3. The Services

  1. The «Services» include all products and services provided by us that (a) have been ordered by the Customer.

  2. iTalentUp will provide the Services in accordance with (a) the terms of the Agreement, (b) applicable laws, and (c) the Information Security Measures. 

4. Your Account

  1. To use our Services, it is required to create an account. To create an account, You (i) must be legally authorized to represent the company or business that contracts our Services; and (ii) you must review and accept these Terms on the Customer’s behalf. To create an account, you must provide your email address and create a password.

  2. You are responsible for safeguarding the password you use to access the Service and for any activities or actions carried out through your password. You agree not to disclose your password to any third party.

  3. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You are responsible for preventing unauthorized access to or the use of the Services through your account and shall notify iTalentUp immediately about such unauthorized access or use. iTalentUp is not responsible for any loss or damage arising from unauthorized use of your account. 

5. Rights and responsibilities of the user

  1. By using the Services, You agree to use them only in accordance with these Terms.

  2. You will be solely responsible for all use of the Services on your account, including all applications, web domains, devices and communication channels owned or controlled by You or owned by third parties or controlled by third parties and made available by You to Candidates who access, use, interact with or rely on the Services (each one,  a «Client Application»).

  3. You must not:

    1. Duplicate any part of the Services, or any documentation;

    2. Modify, translate, decompile, reverse engineer, disassemble, adapt the Services, or attempt to derive the source code of the software offered through the Services;

    3. Use the Services, or permit the transfer, transmission, export or re-export of the Services or any portion thereof in violation of any applicable law, regulation or rule;

    4. Develop any software or services that are derived from the Services and that are materially similar in function or compete with the Services;

    5. Evade, hack, or breach any security or protection device used by the Services or access or use the Services, with or without automated means (such as extraction, tracking or spidering);

    6. Remove, modify or obscure any identification or trademarks or notices of intellectual or industrial property rights or restrictive of the Services or any component thereof;

    7. Input, upload, transmit, or otherwise supply to or by means of the Services any information or materials that are unlawful or harmful, including distributing or posting information that violates applicable laws, is contrary to public order or morality, or that contains, transmits or activates any software, hardware or other technology,  device or media, including any virus, worm, malware or other malicious computer code;

    8. Attempt to access the email accounts of other users or restricted areas derived from the Services and, where appropriate, extract information; or
      help or assist any third party to do any of the foregoing.

  4. You will not rent, (re)sell, (sub)license, assign, distribute, publish, transfer or otherwise make available any Services to third parties (except Job Seekers), unless explicitly permitted under the Agreement.

  5. If You or any of the Job Seekers or any other person authorized to use the Services through Your account violates or threatens to violate the foregoing restrictions, iTalentUp has the right to intervene, without prior consultation with You, to terminate the breach or prevent any imminent danger, for example, by disabling the account of the relevant Candidates or their access to the Services. You will be responsible for any damage caused by the use of the Services through your account in violation of these restrictions. iTalentUp always has the right to report crimes it discovers, directly related to your violation of the restrictions, and it will have no liability for any damages that may result from such reports.

6. Account suspension 

We shall have the right to limit and/or suspend access to your account and the Services with immediate effect and without notice if, in our reasonable determination:  

  1. The use of the Services by You or the Candidates is for any illegal, unauthorized or fraudulent purpose;

  2. You or the Candidates materially breach any provision of the Agreement;

  3. Your use of the Services adversely threatens the security, availability or integrity of the Services or our ability to provide services to other customers;

  4. You are in breach of your payment obligations under the Agreement. If we suspend your account or use of the Services because of your actions or omissions pursuant to this Article 6 or 7 ), iTalentUp has no liability for damage or loss (including any loss of data or profits), or any other consequences you may incur as a result. You will remain responsible for the Fees (as defined below) during any suspension. 

7. Fee and Payment and Consumption Terms

  1. Payment Method. The payment of the contracted Services will be made by credit card, PayPal or bank transfer.

  2. Subscription.

    1. At the time of acceptance of the Agreement, You will make the full payment of the total price of the subscription to access iTalentUp obtaining the status of partner/authorized, unless otherwise agreed in writing by the Parties (the «Fees»).

    2. The Services are billed in advance on a recurring and periodic basis («Billing Cycle»). Billing Cycles are established annually.

    3. No payment obligation is cancellable, and Fees and Taxes, once paid, are non-refundable. By using a credit card, transfer or PayPal, You declare and guarantee that You are authorized to use that credit card, transfer process or PayPal account, that any and all Fees may be billed to that credit card, transfer process or PayPal account, and that payment of such Fees will not be rejected.

  3. Expenses and taxes. You must provide iTalentUp with accurate and complete billing information including full name, address, state, zip/post code, country, telephone number, and a valid VAT or tax registration number and notify us of any changes to such information. By submitting payment information, You automatically authorize iTalentUp to charge all Fees incurred through Your account to any such selected payment instruments.

    1. All amounts payable by the Parties under this Agreement do not include any taxes, levies, duties, assessments and/or similar governmental charges assessed by any jurisdiction, based on gross sales, sale, delivery, possession or use of the Services, or performance of this Agreement, and are not subject to increases, offsets or reductions due to costs, expenses, taxes, duties, levies or liabilities incurred by a Party or imposed on a Party in their execution. However, each Party shall be responsible for the payment of its own taxes and withholding taxes on income.

    2. iTalentUp is entitled to invoice you if for any reason the relevant tax authorities determine that you are not exempt from any tax and iTalentUp is obliged to pay such taxes. Any applicable penalties or interest that may be imposed will be added to such invoices. The Fees shall in no event be reduced by any taxes and/or fees of any nature owed by You in connection with Your purchase of the Services.

    3. If you disagree with any invoice for Fees, you must notify us in writing within ten (10) days of the date of the respective invoice. Failure to comply with this will result in acceptance of the invoice and the loss of your right to dispute the invoice. All uncontested fees must be paid according to schedule.

    4. All amounts payable to iTalentUp under the Agreement shall be paid by You in full without any compensation, recovery, counterclaim, deduction, debit or withholding for any reason.

    5. We are entitled to increase the Fees annually for any year of the contract after the first Term with effect from the Renewal Period (as defined in paragraph 13.2). If you do not agree with any changes to the Fees, you have the right to terminate the Agreement before such changes take effect. Your continued use of the Service following the modification of the Fees constitutes your acceptance and agreement to pay the modified Fees.

  4. Consumption of candidates and tests with access. You have twelve (12) months from your application to consume the candidates and tests associated with your fee. After this period, and if you revoke the automatic renewal, the number of tests and number of candidates will expire.

  5. Exclusivity. This Agreements grants no terms of exclusivity and iTalentUp, through its own means or through collaborators, may distribute the Software in the same territory and scope as you.

  6. Use. Once the link to the test is created, it will remain active for one year, unless a new link is generated for that same selection process, or until the selection process is closed or the plan expires. 

8. Intellectual property and data

During the term of this Agreement and in the use of the Software by End Users, You may use the names iTalentUp and MeasureUp to advertise the availability of iTalentUp’s Services through the services provided by you, so long as prior written authorization is obtained from iTalentUp.
Likewise, You grant iTalentUp the right to use your brands and logos, for advertising and promotional purposes, allowing it to publish them on its website, press releases or other written communications.

The Parties undertake to defend and protect the rights to the trademarks, logos and, in the case of You, the Platform, which will include, among others, the following acts:

  1. a. maintenance of the registration of trademarks, as well as all others that may be created as a result of the development of the Software.
  2. b. its use in all documents and communications.
  3. c. Defense against interference or damage from third parties.

ITalentUp reserves the right to issue instructions that will be binding on You, including the cessation of use of the trademark when deemed necessary by the Supplier. The assignment, delegation, transfer of the use of the trademarks, as well as any other right not expressly provided for in this Agreement, is strictly prohibited, except for companies of your group that expressly assume the conditions set forth herein and with the prior consent of iTalentUp. 

You will extend the obligations and assume all responsibility in relation to all your employees, managers, collaborators and dependents. You will immediately cease in the use of the trademarks and remove them from all documentation and information to third parties where they appear, with all references, electronic or printed in the event of termination of the Agreement. 

9. Declarations, guarantees and Disclaimers 

  1. Each Party shall at all times comply with all applicable laws, rules and regulations in the execution of the Agreement.

  2. Each Party declares and guarantees that it has been duly authorized to enter into the Agreement and is entitled to perform its obligations and provide the licenses hereunder.

  3. The Customer declares and guarantees that it has obtained all necessary permissions or consent to provide its Data to iTalentUp for its use and disclosure according to the Agreement.

  4. The Client declares and guarantees it will:

    1. use the Services only for lawful purposes and in a manner consistent with these Terms;
      not use the Services to screen Candidates for any work that is illegal, unsafe, offensive, discriminatory, or inappropriate; and
      not use the Services to solicit information from candidates that could be used to discriminate against them.

  5. iTalentUp guarantees that the Services will substantially conform in all material respects to the applicable Documentation and that the Services will not contain or transmit any (a) viruses, trojans, worms, backdoors, or other software or hardware devices whose effect is to enable unauthorized access to, or disable, delete, or otherwise damage any computer, system, or software; or (b) time bomb, dead man’s switch, or other software or hardware device designed to disable a computer program automatically over time or under the positive control of any person. Furthermore, iTalentUp guarantees that: (a) it has and will maintain all necessary licenses, consents, and permissions for compliance with its obligations under the Agreement; and (b) it will cooperate with the Customer on all matters related to the Services. iTalentUp will provide immediate written notice of any non-conformity. As the sole and exclusive remedy of the Customer and iTalentUp’s entire liability for any breach of our guarantees, iTalentUp, at its sole discretion, will (a) make all reasonable efforts to remedy, provide a solution for, or correct the defect, or if iTalentUp cannot do so, (b) refund the Fees paid for such allegedly defective Services for the period starting from the receipt of the default notice until the remainder of the time period during which the material failure affected the Services.

  6. The Customer expressly acknowledges and agrees that, to the maximum extent permitted by applicable law, the Services are provided «as is» with all faults and without guarantee of any kind, and iTalentUp hereby disclaims all guarantees and conditions with respect to the Services, whether expressed, implied or statutory, including, but not limited to, implied guarantees and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose or accuracy.
    Use of software. ITalentUp is the owner of all rights to use and exploit the Platform, the Services and the Test Database, including its commercialization, and therefore is the only entity legally authorized to facilitate access and perform the necessary actions for its operation. 

iTalentUp guarantees the maintenance of the Software, as well as the updating and execution of the modifications necessary for the correct provision of the Services offered through it.
The Parties guarantee that, in relation to the Platform, (i) no legitimate rights relating to the intellectual or industrial property of third parties are infringed, (ii) have the necessary licenses and authorizations for the commercialization and / or use of the Services in the territory in which they carry out their activity and (iii) comply with the applicable regulations for the commercialization of the Platform, mainly with regard to export and import, intellectual and industrial property and data protection. 

10. Indemnity

Any Claim of Infringement resulting from or arising out of (a) your use of the Services in violation of the Agreement; (b) combining the Services with other applications, products or services where the Services themselves would not be infringing; or (c) the Beta Products and Free Plan Products, which shall not give rise to any liability or liability on our part. 

The Customer  shall defend, indemnify and hold harmless iTalentUp against all damages, fines, costs, expenses, taxes and other liabilities (including reasonable lawyers’ fees) incurred or awarded against iTalentUp, our affiliates, officers, directors and staff in connection with any claim by an unauthorized third party alleging or arising out of (a) breach of its obligations under the Agreement; (b) failure to obtain any licenses or other appropriate permits, regulatory certifications or approvals associated with the technology or data provided by the Customer, including Customer Data; (c) breach of its obligations in violation of any applicable law, including data privacy laws; (d) infringement or misappropriation of the intellectual property rights of third parties; and breach of confidentiality. 

In the obligation to provide indemnification under the Agreement, the party seeking indemnification shall be contingent upon (i) providing the indemnifying party with written notice of any claim for which compensation is sought, (ii) permitting the indemnifying party to control the defense and settlement of such claim, provided that the indemnifying party agrees not to enter into any settlement or compromise of any claim or action in a manner that admits fault or imposes restrictions or obligations on an indemnified party without that party’s prior written consent which shall not be unreasonably withheld,  and (iii) cooperating fully with the indemnifying party in connection with such defense and settlement.

This Section 10 (Indemnification) sets forth the indemnifying Party’s sole liability and the indemnified Party’s exclusive remedy against the other Party for any third-party claims. 

11. Limitation of liability

  1. To the fullest extent permitted by applicable law, the aggregate cumulative liability of each Party to the other or to any third party for any direct loss, damages, costs or expenses, whether in strict liability, negligence, contract or otherwise related to this Agreement, shall be limited to the fees paid or payable by the Client to iTalentUp during the twelve-month period preceding the occurrence of the initial event giving rise to to a claim.

  2. Neither Party shall be liable to the other for any consequential damages and indirect damages, including, but not limited to, losses, loss of sales or profits, consequential damages, incidental, special, punitive and/or contingent damages (whether in contract, tort (including negligence, strict liability, warranty or otherwise), even if such party knew or should have known of the possibility of such damages.

  3. iTalentUp shall not be liable for the Beta Products and Free Plan Products or for any damage, destruction or loss of data or documents (including Customer Data) resulting from the use of the Services.

  4. The limitations of liability do not explicitly apply to: (a) Customer’s breach of Section 5 (User Rights and Responsibilities); (b) Customer’s breach of Section 7 (Tariff Terms and Payment and Consumption); or (c) obligations under Section 10 (Indemnification).

  5. Waiver. In no case shall iTalentUp be liable for damages arising from acts or omissions of You or the End User (loss of profits or data, damage to records or any other indirect or special damage or loss), arising or resulting from the use or non-use of the Software by them, even if iTalentUp has been advised of the possibility of such damages.

  6. Limit. In any event, and whatever the circumstances, the total liability of iTalentUp for loss or damage or any other cause may never exceed the total amount of the license received by You, which is the basis of such liability. 

12. Confidentiality

  1. In connection with this Agreement, each Party may have access to or be exposed to information of the other Party that is not generally known to the public that should be treated as confidential, including Customer Data (collectively, «Confidential Information»).

  2. Confidential Information may not be shared with third parties unless such disclosure is to personnel of the receiving Party, including authorized employees, agents and subcontractors, on a «need to know» basis in connection with this Agreement, provided that such personnel have agreed in writing to treat such Confidential Information in terms at least as restrictive as those herein. Each Party agrees to take such precautions as may be necessary to maintain the confidentiality of the other Party’s Confidential Information using at least the same degree of care that such Party employs with respect to its own Confidential Information of a similar nature, but in no event less than a reasonable standard of care to maintain confidentiality.

  3. The foregoing shall not apply to information that: (a) was known to the receiving party prior to its receipt by the disclosing party, or is or becomes public knowledge through no fault of the receiving party; or (b) is legitimately received by the receiving party from a third party without a duty of confidentiality. If a court or government agency requires a receiving party to disclose Confidential Information, the receiving party shall provide reasonable advance notice to the disclosing party prior to making such disclosure to allow the disclosing party to see an appropriate protective order or other such remedy.

  4. General clause. The Parties undertake to give confidentiality to the information exchanged, facilitated or created in the course of the commercial relationship established, undertaking not to disclose it, either by themselves or through their employees or collaborators to third parties, understood as persons or entities, public or private, that are not part of this Agreement.

  5. Confidential information. Confidential Information means any information relating to financial, commercial, technical and/or industrial aspects provided between the Parties for the use of the Software, as well as its copies and/or reproductions and those prepared «ad hoc» for this purpose (hereinafter the «Confidential Information»).
    In particular, and without limitation, Confidential Information shall mean any data subject to copyright, patents, techniques, models, inventions, know-how, processes, algorithms, programs, research, design details, financial information, list of Licensees, investors, employees, commercial or contractual relationships, business opportunities or internal business plans, as well as any information disclosed about Third Parties; any information which, as a whole, or because of the configuration or structuring of its components, is not generally known to experts in the areas of work concerned; one that is not easily accessible and that is subject to reasonable protections, depending on the circumstances of the case, in order to maintain its confidentiality.

  6. Exceptions. The receiving Party has no obligation to preserve the confidentiality of any information that i) is previously known to the receiving Party, in each case, without any obligation to keep it confidential; ii) is independently developed or prepared by or on behalf of the recipient or lawfully received, without restriction, from a third party entitled to disclose it; (iii) is publicly available at or after that time becomes public domain; (iv) ceases to be confidential because it is disseminated on a mass basis without any limitation by its legitimate creator; v) is required to be disclosed under applicable law, a court order, or other governmental authority that legally requires the Confidential Information.
    If a Party is required by law or court order to disclose the Confidential Information, the Parties agree to provide the other Party with prompt written notice of such demand so that an adequate protective order or other relief may be sought prior to any disclosure.

  7. Guarantees and liability. The Parties guarantee and undertake to:

    1. Give the Confidential Information received the same degree of care as they would use to protect their own proprietary information. It must be safeguarded with the diligence of a prudent businessperson, and the Parties commit to using and handling it in accordance with the necessary actions.

    2. Use the Confidential Information within the organization by the person (s) who must carry out its study, assuming the express commitment to safeguard it with the diligence of a good businessperson.

    3. Take the necessary and appropriate precautions to maintain the confidentiality of the information provided, establishing the guidelines and instructions they deem appropriate. In this regard, they must inform and instruct their employees, collaborators or staff of your organization in this regard.

    4. Use the information provided in accordance with the purposes of the Agreement.

    5. The Parties are responsible for the actions taken by users of the Confidential Information and for the consequences that may arise from non-compliance or action contrary to the obligations established in this Agreement.

  8. Ownership of Confidential Information. All Confidential Information provided and / or exchanged, including copies thereof, is the exclusive property of the Party from which it comes, so its disclosure or transmission in whole or in part to third parties without the prior written consent of the owner party will imply a breach of this Agreement, without prejudice to the legal consequences,  even of a criminal nature, which may arise from it.

13. Term and Termination

  1. The Agreement, including these Terms, commences on the date of acceptance and will continue until all Services used by Customer on the Website, and entered into under these Terms, have expired or been terminated.

  2. The duration of the initial subscription is specified when the Services are activated through the Website. Unless otherwise stated on the Website, the Subscription will automatically renew for additional successive periods of the same duration as the Initial Term (each, a «Renewal Period», and together with the Initial Period, the «Term») unless cancelled by you or us. If you do not agree to the renewal, you have the right to terminate the Agreement through the Website or by contacting the contact help center until the last day of the Term. Your continued use of the Service constitutes your acceptance and agreement to the Renewal Term.

  3. The applicable fee for any Renewal Period will be determined using the then-current list price on the Website for such renewed Services, unless a different renewal price is specified on the Order Form.

  4. Either Party may terminate the Agreement and any Order Form (in whole or in part) by providing the other party with no less than ten (10) days’ written notice in the event that the other party materially breaches any provision of this Agreement. If the breaching Party fails to cure the material breach within fifteen (15) days of notice of non-compliance, the non-breaching Party may terminate this Agreement with effect at the end of the fifteen (15) day period, notwithstanding any other provision of this Agreement. With respect to a material violation of the Client, iTalentUp may, in addition to termination, suspend the provision of certain Services, close its accounts and/or prohibit the Client from creating new accounts.

  5. Termination of the Agreement. This Agreement, as well as the rights and obligations of the Parties to it, may be terminated:

    1. a. For the fulfillment of the validity of the Agreement having been written notification of the will to terminate the Agreement by any of the Parties.

    2. By either Party in the event of:

      1. The judicial declaration of insolvency or a similar insolvency procedure.

      2. The dissolution of the company or, in the case of a natural person, your death.

      3. Failure to comply with the contractual obligations arising from this Agreement, in the use of the Platform, in relation to intellectual, industrial property rights or personal data protection; when; if such non-compliance can be cured, the breaching Party fails to remedy it within fifteen (15) days after it is specifically requested in writing by the other Party.

      4. Rejection of the breach or failure to respond to this notice implies automatic dissolution of the Agreement.

      5. Failure to comply with any of the terms set forth in the Agreement.

      6. In case of negligence, fraud or bad faith of either Party.

    3. By you, in case of justified cause, in accordance with the above, If termination occurs without just cause on Your part, iTalentUp will be entitled to compensation for the amount corresponding to 20% of the contracted services and the keys generated and consumed thus far.

    4. By iTalentUp:

      1. In the event of a breach of Your contractual commitments to End Users.

      2. In the event of acts by You that damage the image of the Software, of iTalentUp or any brand or company of the Media Interactiva Group, including the assignment, reproduction or misuse by you of any of the questions of the MeasureUp Catalog, both for your own benefit and for the benefit of a third party.

      3. In the event of change of control by You without prior notice within fifteen (15) days to iTalentUp. Change of control is understood as situations in which more than 50% of the share capital is transferred.
        Once the Agreement has been terminated for any of the reasons indicated in the previous section, iTalentUp shall have the right to automatically block Your access to the Platform, as well as End Users, in the event that the Access Codes are active.

      4. You will immediately stop using any trademark, trade name or distinctive sign related to iTalentUp, as well as the use and distribution of the Platform, in addition you will communicate this circumstance to the End Users.

    5. In no event shall termination of the Agreement or Order Form relieve the Customer of any obligation to pay the Fees payable prior to the effective date of termination.

    6. The Parties may terminate this Agreement by written notice with immediate effect in the event that the other Party becomes insolvent, or generally unable to pay its debts as they fall due or make an assignment for the benefit of its creditors or seek discharge under any bankruptcy, insolvency or liquidation proceedings.

    7. In the event of expiration or termination of the Agreement: (a) iTalentUp will invoice the Customer for any accrued but unbilled amounts, and the Customer shall promptly pay any outstanding and unpaid amounts, including accrued but unbilled amounts due under the Agreement; (b) the Customer shall immediately cease all use of the Services and return any and all components thereof, including returning or destroying any and all copies of the Documentation, notes and other materials comprised of, or with respect to, the Services and any iTalentUp Data; (c) ITalentUp will suspend access to the Services and the Client will no longer have access to the iTalentUp Platform, including its historical evaluations; and iTalentUp will delete the Customer, all Customer Data, all Customer Confidential Information, and any other materials, equipment, or information owned by Customer within fifteen (15) days of the effective expiration or termination date, unless further storage is required as required by applicable law or as necessary to process or defend a legal claim, in which case such information will only be retained for as long as necessary to resolve the claim.

    8. The following paragraphs and subparagraphs shall survive the expiration or termination of this Agreement under Section 13 (Term and Termination): Section 7 (Tariff Terms and Payment and Consumption), Section 8 (Intellectual Property and Data), Section 12 (Confidentiality); Section 11.5 (Disclaimer), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 15 (Miscellaneous) as well as the Data Processing Agreement (Section 16).

14. Modifications

  1. iTalentUp has the right to modify these Terms from time to time. We will use reasonable endeavours to notify you of any material changes by posting an announcement on the Website or by email. To the extent permitted by applicable law, the new Terms will take effect immediately and your continued use of the Services after our posting or notification of the changes will constitute your acceptance of the updated Terms.

  2. If we are required by applicable law to provide additional notice, the changes will be effective automatically, with respect to Your use of the relevant Services, upon the expiration of such notice period (unless You terminate the Agreement during that period) or upon Your early acceptance of such changes. If you have the right, under applicable law, to terminate this Agreement upon receipt of such notice, you will not be charged an early termination fee when you exercise that right under applicable law, but any fees you have previously paid will not be refundable and any fees due will remain due and payable. 

15. Various

  1. Compliance with legal guarantees. Both Parties guarantee to comply with all applicable laws against corruption, money laundering, sanctions, export controls and other governmental international trade laws, regulations and orders of the European Union, the United Kingdom, the United States of America, the United Nations or any other relevant governmental authority, including obtaining all necessary licenses and/or governmental approvals. The Parties shall immediately notify each other in writing of any actual or potential violation of such applicable laws and regulations in connection with the use of the Services and the Parties shall take all appropriate measures to remedy or resolve such violations, including actions requested by the other Party.

  2. Class Actions. To the extent permitted by applicable law, neither the Customer nor iTalentUp will have the right to join or consolidate claims by or against other customers or to bring a claim as a class representative or as private general counsel.

  3. Terms of the U.S. Government. The Services, including any related software and technology, are provided solely in accordance with these Terms for U.S. Government End Use. If you (or any user of your Client Application) is a United States government agency, department, or other entity, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation, is restricted by these Terms. Any other use is prohibited and no rights other than those provided for in these Terms are conferred.

  4. Independent contractors. The Parties are independent contractors. Nothing in this Agreement shall be deemed to create a partnership, trust, collaboration, joint venture, or other similar legal entity or relationship between iTalentUp and the Client, or imposes a trust, partnership or fiduciary duty, obligation or liability on or with respect to such entities. Neither Party shall have any right, power or authority to act or create an obligation, express or implied, on behalf of another party, except as specified in the Agreement.

  5. Force majeure. Neither Party shall be liable to the other for failure to perform any of its obligations (other than payment obligations) under the Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, epidemics or pandemics, or the intervention of any governmental authority (a «Force Majeure»).

  6. Transferability and subcontracting. The Client may not assign or transfer all of its rights or obligations, or part of them, either directly or indirectly, without the prior written consent of iTalentUp and any attempt to do so shall be void, except in the case of a merger, acquisition or sale of the majority of the assets. iTalentUp is entitled to freely assign all or part of its rights and obligations under the Agreement or to make use of the services of third parties by subcontracting. Subject to the foregoing, the Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

  7. Integrity of the Agreement. The Agreement constitutes the entire agreement between You and Us with respect to the subject matter hereof and supersedes all prior understandings, communications or agreements, whether oral or written. The Customer’s general terms and conditions are not applicable and are expressly excluded.

  8. Divisibility. If any provision of the Agreement is determined to be void or unenforceable, that provision will be deleted or modified, but only to the extent necessary to comply with the law, and the remainder of the Agreement will remain in full force and effect and will not be terminated.

  9. Notifications. Any notice, request, demand or other communication provided under this Agreement shall be in writing and sent to the email addresses provided by each Party, or to such other address as a Party may designate by written notice to the other Party.

  10. Headings. Section headings in this Agreement are added for ease of reference only and shall not affect the meaning or interpretation of the Agreement.

  11. Advertising. You grant us the right to use your name, logo and a description of your use case to refer to you on our Website, our customer lists or our promotional or marketing material, in accordance with the guidelines on the standard use of your trademark that you have explicitly provided to us.

  12. Execution. This Agreement may be made in one or more copies, each of which shall be deemed to be an original, but all together shall be construed as one and the same instrument. Each Party agrees that this Agreement and any other documents delivered in connection herewith may be signed electronically, and that any electronic signature appearing in this Agreement, or in any of the other documents, is equivalent to handwritten signatures for the purposes of validity, enforceability and admissibility. 

16. Processing of personal data

  1. The obligations and rights related to the protection of personal data are regulated in the corresponding annex to the Agreement. 

17. Transfer of the Agreement

  1. Prohibition of assignment. You agree not to transfer the right to use the license to the Software, or to transfer in any way your contractual position, without the express authorization of iTalentUp.

  2. Subrogation in the Provider. ITalentUp may assign the contractual position it occupies in this Agreement, with all rights and obligations, to any company of the group to which it belongs, upon notice to the Licensee. 

18. Applicable Law

  1. The relationship between the Parties is expressly subject to Spanish law.

  2. The Parties agree that any litigation, discrepancy, question or claim that may arise between the Parties about the interpretation, fulfillment or execution of this Contract or its future effects, will be submitted to the Courts and Tribunals of the city of Seville.