Terms of Service
TalentSpring™ Terms of Service
Effective Date: December 2019
These Terms of Service (“Terms of Service” or “Terms”) (and/or, if applicable your written agreement with us) govern your access and use of the TalentSpring Learning Management and Knowledge Base, including but not limited to related software, technology, and content (“TalentSpring” or “LMS”). You must agree to be bound by these Terms in order to use the LMS, please review them carefully.
By using the gotalentspring.com web site (“Service”), you are agreeing to be bound by the following terms and conditions (“Terms of Service”). The Terms of Service together with the Subscription Invoice, accessed and selected, by visiting the internet accessible learning management solution service, under the name TalentSpring, constitute the Agreement between ArcSource Group, Inc. (“We”, “Supplier,” “ArcSource,” or “TalentSpring”), and “You” (the “Customer”) ordering the “Services”. ArcSource means the ArcSource entity, which is a party to this Agreement, being ArcSource Group, Inc., a US based company, having its registered office at 6751 Columbia Gateway Dr., STE 300 Columbia, MD 21046 USA. “Services” means Supplier’s hosted internet accessible learning management solution service, under the name TalentSpring, made available to You on a subscription term basis under the Agreement at a website address provided to You (“Portal”). An Authorized User means any Customer employee, contractor, agent or any other individual authorized by Customer to access and use the Services, via Customer’s purchased subscriptions, for the purpose specified herein. You are responsible for Authorized Users’ compliance with this Agreement.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its Users and affiliates, if applicable. You acknowledge that these Terms are a legally binding contract between you and ArcSource and govern your use of the LMS. As TalentSpring evolves, or to comply with any legal obligations, we may make changes to these Terms. If we make a material change, we will try to give you reasonable notice either by emailing the Account Holder or by posting a notice on our Site. You can review the most current version of these Terms by visiting the Site at any time. The revised terms will become effective on the date set forth in the notice, or at the beginning of the document, and your use of the TalentSpring platform after this date will constitute your acceptance of the revised terms.
ArcSource reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at Terms of Service.
When you set up your account with TalentSpring, you will identify the Account Holder and provide an email address for primary contact. You may have as many active Users under your Account as you have subscribed for and will be billed according to your subscription type and terms. Contact your account representative if you need more active users added to your subscription. We are dedicated to supporting the growth of legal businesses and expect that you will abide by the restrictions imposed herein, however, if you do not respect our Terms of Service or Acceptable Use Policy, ArcSource reserves the right to deactivate and delete a User or account and terminate these Terms at any time for any reason, or no reason, with or without notice. ArcSource may, in its sole discretion, delete a User or account for prolonged inactivity, without any obligation to maintain or return Your Data. Account Holders are responsible for maintaining the confidentiality of logins, passwords and account details, and for all activities that occur under that login or account, including the activities of all Users, regardless of whether such activity is authorized. You will promptly notify ArcSource of any unauthorized use of, or access to, the LMS.
Violation of any of the terms below will result in the termination of your Account. While ArcSource prohibits such conduct and Content on the Service, you understand and agree that ArcSource cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.
ArcSource may choose to modify or discontinue certain offerings, including portions of the LMS as we update our offerings and add more features. We may stop, suspend, or modify the LMS at any time without prior notice to you, but we will do our best to inform you in advance. ArcSource will provide you with access to the latest supported version of the LMS and will provide you with updates to the latest version, at which point ArcSource will no longer provide support for an earlier version of the LMS. The development, release, and timing of any future features or functionality described for our products and services remains at ArcSource’s sole discretion and may be altered or withdrawn at any time without notice.
Any software made available by or on behalf of ArcSource in connection with the LMS, including TalentSpring’s mobile and desktop applications (“Software”) contains proprietary and confidential information that is protected by the applicable intellectual property and other laws. Except as expressly set forth herein, these Terms do not grant you any intellectual property rights in the Software, the LMS and any suggestions, ideas, enhancements, feedback, recommendations, or any other information provided by you or any third party shall belong exclusively to ArcSource. These Terms do not grant you any rights to use the TalentSpring trademarks, logos, domain names, or any other brand features without ArcSource’s prior written consent. You authorize ArcSource to use your name, logo, and/or trademark in connection with certain promotional materials that ArcSource may disseminate to the public (“Promotional Materials”). Promotional Materials may include, but are not limited to, informal announcements and appropriate professional social media relating to the Parties’ commercial relationship, display of your logo and press release on gotalentspring.com, case studies, use of your logo at trade shows or similar events, and interviews on TalentSpring promotional videos. The use of Promotional Materials may be used on or in some or all of the following non-exhaustive list: media interviews, proposals, pitches, sales documentation and whitepapers; websites, social media, videos, webinars, blogs, and TalentSpring YouTube. All such Promotional Materials may be developed, disseminated, and used without your prior review.
Except as otherwise specifically agreed by ArcSource in writing, you shall not: (i) license, sublicence, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or allow access or use by any third party so that it may commercially exploit the LMS, or allow access or use by any third party so that it may commercially exploit the LMS, in any way; (ii) modify or make derivative works based upon the LMS; (iii) create Internet links or frame or mirror the LMS on any other server or wireless or Internet-based device; (iv) reverse-engineer or access the LMS in order to (a) design or build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics; or (c) copy ideas, features, functions or graphics of the LMS, (v) interfere with or disrupt the integrity or performance of the LMS or the data contained therein; or (vi) attempt to gain unauthorized access to the LMS or its related systems or networks. If you are interested in reselling TalentSpring, or incorporating it into your offering, please contact us at email@example.com and we will get back to you.
“Your Data” means any data and content you upload, post or otherwise make available on the TalentSpring platform. You retain all intellectual property rights in Your Data and you, not ArcSource, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership or right to use Your Data. ArcSource shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store Your Data. ArcSource reserves the right to withhold, remove, and/or discard Your Data without notice for any breach of these Terms including, without limitation, as a result of Account Holder’s nonpayment. You grant ArcSource permission to use Your Data for the purposes of operating and providing the LMS and any associated services to you. Subject to applicable Data Protection Laws, ArcSource shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the LMS and related systems and technologies (including, without limitation, information concerning Your Data and data derived therefrom), and ArcSource will be free to (i) use such information and data to improve and enhance the LMS and for other development, diagnostic, and corrective purposes in connection with the LMS, and (ii) disclose such data solely in aggregate or anonymized form in connection with ArcSource and its business.
ArcSource shall comply with all Data Protection Laws when collecting and/or processing Your Data and/or any End User information (including Personal Data). ArcSource shall take commercially reasonable steps to implement and maintain a comprehensive information security program, with appropriate administrative, technical, and physical safeguards and security controls, policies and procedures and capabilities intended to reasonably: (i) ensure the confidentiality, privacy and security of any Personal Data residing on any of Ed’s systems; (ii) protect against any anticipated threats or hazards to the security or integrity thereof, or any violation of any applicable privacy laws or regulations; and (iii) detect and prevent any security breach or unauthorized access to, use, or disclosure of such Personal Data in its possession of which it becomes aware.
Account Holders will be responsible for selecting a payment plan and providing accurate credit card or other payment instrument information and will promptly update ArcSource with any changes in such payment information. Account Holders agree to pay ArcSource in accordance with the pricing set forth on the Sales Order Form, MSA, or SOW, and you authorize ArcSource, or its third- party payment processors to bill your payment instrument in advance on a periodic basis in accordance with such terms. You are responsible for the payment of any and all taxes assessed to you. If you dispute any charges, you must inform ArcSource as soon as reasonably practicable, but within sixty (60) days of the date of the invoice from ArcSource. All amounts paid are non- refundable and we reserve the right to revise our prices in the future. If we increase our prices, we will give you prior notice of the change. Your continued use of the LMS after the change goes into effect constitutes your acceptance of the revised amount.
Accounts and Account Information
- You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
- You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
- Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as your plan allows.
- You are responsible for maintaining the security of your account and password. TalentSpring cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have accounts under your account).
- You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
Payment, Refunds, Upgrading and Downgrading Terms
- Allowable payment methods are defined on the Subscription Invoice.
- The Service is billed in advance on a monthly or annual basis. There will be no refunds or credits for partial months of service or upgrade/downgrade refunds. Regarding annual subscriptions, cancellation is allowed only within the first 30 days of the subscription with the respective refund being the paid amount pertaining to the residual unused months of the annual subscription, discounted by a cancellation fee of 10% to compensate for our payment providers’ fees and administration overhead. In order to treat everyone equally, no exceptions will be made.
- All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
- For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle.
- Downgrading your Service may cause the loss of Content, features, or capacity of your Account. ArcSource does not accept any liability for such loss.
Cancellation and Termination
- You are solely responsible for properly canceling your account.
- If you cancel the Service before the end of your current paid up month, your cancellation will take effect by the end of your current paid month and you will not be charged again.
- ArcSource, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service at any time and without prior notice in case of (a) fraudulent, criminal, grossly negligent, willful, or otherwise intentional misconduct, or violation of any law or regulation, in connection with the performance of your obligations hereunder and/or (b) demonstrated usage negatively impacting the performance of the Service and/or (c) breach of the herein Service terms and conditions. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all content in your Account or any other similar action deemed appropriate.
Modifications to the Service and Prices
- Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days’ notice from us. Such notice may be provided at any time by posting the changes to the Service itself.
- ArcSource shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
Content and Personal Data
- You own all content (including Personal Data) inputted by You and Authorized Users for the purpose of using the Services (“Content”) and You are solely responsible for the legality, reliability, integrity, accuracy and quality of the Content. ArcSource may suspend or terminate use of Services and this Agreement immediately upon receipt of any notice, which alleges that You and/or Authorized User has used Services for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc. You hereby acknowledge and agree that Our performance of this Agreement requires that We process, transmit and store Personal Data under your documented instructions.
- You hereby also acknowledge and agree that We process data related to Your employees or representatives that is collected and used by Us, as well as connection data created through the use and operation of the Services, in order to administer or manage Our delivery of Services, or Your account, for Our business purposes. Such Data may include Personal Data and information about the contractual commitments between Us and You, whether collected at the time of the initial registration or thereafter in connection with the delivery, management or administration of Services, including billing and collecting of payments. You hereby acknowledge and agree that We also process Personal Data that We collect, when You submit a request for support services or other troubleshooting, including information about the Service, Your Portal and other details related to the support incident, such as authentication information, information about the condition of the Services, and error-tracking files. We process such Personal Data in order to respond to the request and solve the problem eventually reported.
- We shall process the aforementioned Personal Data for Our own business purposes for as long as it is necessary in relation to the purposes stated above, namely for the duration of Agreement and until collection of the payments, unless processing is necessary for compliance with a legal obligation by mandatory statutory law or for the establishment, exercise or defense of legal claims.
- You hereby acknowledge and agree that We shall process Your name and email address to communicate with You for the presentation and promotion of the Services or of new services. You may at any time, free of charge, unsubscribe from such electronic communication, easily by clicking the button “unsubscribe” contained in the electronic communication.
Copyright and Content Ownership
- We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours.
- ArcSource does not pre-screen Content, but ArcSource and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.
- Inappropriate content is considered the posting, uploading, sharing, submitting, or otherwise providing content that: a) Infringes ArcSource’s, TalentSpring’s, or a third party’s intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right b) You don’t have the right to submit c) Is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic (including child pornography, which we will remove and report to law enforcement, including the National Center for Missing and Exploited Children), indecent, harassing, hateful; encourages illegal or tortious conduct or that is otherwise inappropriate. d) Attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition e) Contains viruses, bots, worms, scripting exploits, or other similar materials f) Is intended to be inflammatory g) Could otherwise cause damage to TalentSpring or any third party
- Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
- Technical support is only provided to paying account holders and is only available via our online ticketing portal.
- You understand that ArcSource uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
- You must not modify, adapt, or hack the Service or modify another website so as to falsely imply that it is associated with the Service.
- You agree not to perform misrepresentation of yourself or to disguise the origin of any content (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with TalentSpring or any third party).
- You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by ArcSource.
- You agree not to violate the privacy of others, including publishing or posting other people’s private and confidential information without their express permission, or collecting or gathering other people’s personal information (including account names or information) from ArcSource.
- We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
- We retain the right to contact you from time-to-time via email. You can remove yourself easily from the newsletter lists. You can also request to be removed from all communication emails by contacting our support at firstname.lastname@example.org.
- Verbal, physical, written, or other abuse (including threats of abuse or retribution) of any TalentSpring customer, employee, member, or officer will result in immediate account termination.
- ArcSource won’t allow: (a) Compromising the integrity of our systems. This could include probing, scanning, or testing the vulnerability of any system or network that hosts our services. (b) Tampering with, reverse-engineering, or hacking our services, circumventing any security or authentication measures, or attempting to gain unauthorized access to the services, related systems, networks, or data. (c) Modifying, disabling, or compromising the integrity or performance of the services or related systems, network or data. (d) Deciphering any transmissions to or from the servers running the services. (e) Overwhelming or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.).
- You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.
- You must not transmit any worms or viruses or any code of a destructive nature.
- You must not use meta-tags or any other “hidden text” including TalentSpring’s or our suppliers’ product names or trademarks.
- You must not access or search any part of TalentSpring by any means other than our publicly supported interfaces.
- ArcSource does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, secure, or error-free, and (iii) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations.
- You expressly understand and agree that ArcSource shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
- The failure of ArcSource to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and ArcSource and govern your use of the Service, superseding any prior agreements between you and ArcSource (including, but not limited to, any prior versions of the Terms of Service).
- ArcSource (in its sole discretion) determines that a user has violated these Terms of Service.
- Questions about the Terms of Service should be sent to: email@example.com.
In the event that the LMS is unavailable for any reason, ArcSource shall use reasonable efforts to provide you with advance notice. You acknowledge that certain events are beyond ArcSource’s control and accordingly, you bear sole responsibility for adequate security, protection, and back up of Your Data. ArcSource shall have no liability to you for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction, or loss of any of Your Data at any time.
TALENTSPRING AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND ARCSOURCE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT ARCSOURCE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE LMS, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM THROUGH THE LMS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL TALENTSPRING OR ARCSOURCE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, ARCSOURCE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You shall defend, indemnify, and hold ArcSource harmless from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these Terms, any of Your Data, or your (and your Users’) use or misuse of the LMS. ArcSource shall provide notice to you of any such claim, suit or demand. ArcSource reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting ArcSource’s defense of such matters.
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of ArcSource to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such a right or provision.
These Terms constitute the entire and exclusive agreement between ArcSource and you with respect to the LMS and any other terms, other than pursuant to a Subscription Invoice, Sales Order Form, MSA, or SOW, signed by both parties, shall have no effect.
No agency, partnership, joint venture or employment relationship is created as a result of these Terms and you do not have any authority of any kind to bind ArcSource or TalentSpring in any respect whatsoever. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.