Welcome to the talonfi.com website. This website (the “Site”) is owned and operated by Talon HC, Inc., a Delaware corporation, and/or its affiliates (“Talon” or “we”). The terms and conditions below govern your use of this Site. Please read these terms and conditions carefully before using this website, and check them periodically for changes. If you do not agree to the terms you must not use the Site or any services available on the Site.

EACH AND ANY USE OF THIS SITE OR THE INFORMATION AND SERVICES AVAILABLE ON THIS SITE FROM TIME TO TIME (INCLUDING WITHOUT LIMITATION ANY PROGRAMS, TOOLS, COMPONENTS, UPGRADES, UPDATES AND ALL RELATED APPLICATIONS AND REPORTS) (THE “SERVICES”) IS SUBJECT TO, AND CONDITIONED UPON, ASSENT TO AND COMPLIANCE WITH, ALL OF THE TERMS AND CONDITIONS BELOW (THE “AGREEMENT”).  BY USING THIS SITE OR THE SERVICES YOU SIGNIFY YOUR CONSENT TO BE BOUND BY THE AGREEMENT AND THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT.  THE AGREEMENT IS BETWEEN TALON AND YOU, AN INDIVIDUAL ACTING ON ITS OWN BEHALF OR ON BEHALF OF A LEGAL ENTITY THAT WILL BE USING THE SERVICE.

1. The Services

The Site is intended to provide information about us, our products and services.  In providing the Services, we obtain and rely on certain information from third parties and third party software and applications. We cannot guarantee the accuracy or completeness of such data.

2. Permission to Use the Services

You may access and use the Site and the Services only for internal business use, and as long as you comply with all provisions of this Agreement.

You acknowledge that we may, in our sole discretion and at any time(s), add, remove, edit or otherwise change any part of the Site or the Services without notice, and discontinue, establish or change limits concerning use of the Site or the Services without notice. You may reject changes by discontinuing use of the Site and Services. Your continued use of the Site or Services will constitute your acceptance of and agreement to such changes.

3. Intellectual Property
   
   

The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Talon or its licensors. 

Talon shall not be obligated to indemnify or defend You with respect to any third party claim arising out of or relating to the Application. To the extent Talon is required to provide indemnification by applicable law, Talon shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the Application or your use of it infringes any third party intellectual property rights.

4. License Restrictions
   
   

You agree that your use of the Application will comply with all applicable local, state, national, and international laws, regulations, and conventions. Talon reserves the right to remove content or terminate accounts that violate any applicable laws or regulations.

You agree not to, and You will not permit others to:

• License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.

• Copy or use the Application for any purpose other than as permitted herein.

• Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.
  
  

• Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or licensors that appear on the Application.

5. Registration and Client Content

Some functions of these Services require registration, and as part of the process you will be requested to provide certain information (“Client Content”). You agree to (i) provide true, accurate, current and complete Client Content as prompted by the registration process; (ii) maintain and promptly update the Client Content to keep it accurate, current and complete; and (iii) maintain the security of any confidential Client Content and any other security or access information used by you to access the Site or Service.

We assume that any communications and other activities through use of your Client Content were sent or authorized by you, and you are fully responsible for all activities that occur in connection with your Client Content.

You agree that we may for any reason, in our sole discretion and without notice or liability to you or any third party, immediately suspend or terminate your account and refuse any and all current or future access to and use of the Site or Services (or any portion thereof). Grounds for such termination may include, but are not limited to, extended periods of inactivity, loss, theft or unauthorized use of your Client Content, or if we have reasonable grounds to suspect any of the Client Content that you provided is inaccurate, not current or incomplete.

6. Your Suggestions

Any feedback, comments, ideas, improvements or suggestions provided by You to Talon with respect to the Application (“Suggestions”) shall remain the sole and exclusive property of Talon. Talon shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to You.

7. Privacy Policy

Certain information about you or collected on your behalf is subject to our Privacy Policy By accessing the Site you consent to the collection and use of information as described in our Privacy Policy, as may be amended by us from time to time.

8. Disclaimer of all Warranties

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE, ITS CONTENTS AND THE SERVICES, IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING CONSEQUENCES.

THIS SITE, ITS CONTENTS AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SITE, ITS CONTENTS AND THE SERVICES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THIS SITE, ITS CONTENTS AND THE SERVICES WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR, BUG OR VIRUS FREE; NOR DO WE WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THIS SITE, ITS CONTENTS AND THE SERVICES IN TERMS OF THEIR CORRECTNESS, COMPLETENESS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE.

9. Limitation of Liability
   
   

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (I) ARISING OUT OF THE USE OR THE INABILITY TO USE THIS SITE OR THE SERVICES, (II) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, (III) RESULTING FROM ANY INACCURACIES OR ERRORS OF INFORMATION RECEIVED AS A RESULT OF USING THIS SITE OR THE SERVICE, OR (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THIS SITE OR THE SERVICES; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REPUTATION, GOODWILL, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

10. Indemnification

YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, ALLEGED CLAIMS, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED), AND INCLUDING REASONABLE ATTORNEY’S FEES RELATED IN ANY WAY TO: (I) YOUR BREACH OF ANY TERM OR CONDITION OF THIS AGREEMENT, (II) YOUR USE OF, RELIANCE ON OR ACCESS TO THIS SITE, ITS CONTENTS OR THE SERVICES; (III) YOUR SUBMISSIONS; (IV) YOUR USE OF, RELIANCE ON OR ACCESS TO ANY THIRD PARTY SOFTWARE, APPLICATIONS OR DATA RESULTING FROM YOUR USE OF THE SITE OR THE SERVICES. WE WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION. YOU SHALL COOPERATE FULLY IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU.

11. Amendments
    
    

We may change the terms of this Agreement or the Services at any time and in our sole discretion. If we make any material changes to this Agreement, we will post a notice of these changes on our Site. If you do not agree to the new or different terms, you should not use the Site or the Services.

12. Governing Law

Your use of the Site may be subject to local, state, national, and international laws. By visiting or using the Site and any part thereof, you expressly agree that this Agreement will be governed by Delaware law without regard to its choice of law or conflicts of law principles. You expressly consent to the exclusive jurisdiction and venue in the courts in San Francisco, California.

13. Miscellaneous
    
    

This Agreement and our rules and policies in this Site, as updated from time to time, comprise the entire agreement between you and us, states our entire liability and your exclusive remedy with respect to the Site and Services, and supersede all prior agreements pertaining to this Agreement’s and such rules’ and policies’ subject matter. If any provisions of this Agreement are held to be contrary to law, then such provisions shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. Any failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The section titles in this Agreement are solely used for the convenience and have no legal or contractual significance. This Agreement may be assigned by us without restriction.