1. Contractual Relationship

1.1. Terms

You agree to these terms and conditions (the "Terms") by accessing any website, application and technology platform (collectively, the "Platform") operated by or on behalf of TalentNations L.L.C-FZ. If you do not agree with the Terms, you must not use the Platform. TalentNations L.L.C-FZ is a company established under the Meydan – Free Zone regulations, UAE and our registered office is at Business Center 1, M Floor, The Meydan Hotel, Nad Al Sheba, Dubai, UAE ("TalentNations").

These Terms of service constitute a legally binding agreement (the "Agreement") between you and TalentNations.

This Agreement governs your use of the Platform.

Please read this Agreement carefully before accessing or using the Platform. If you do not agree to be bound by the terms and conditions of this agreement, you may not use or access the Platform.

Your access and use of the Platform constitutes your agreement to be bound by this Agreement, which establishes a contractual relationship between you and TalentNations. If you are using the Platform or related services on behalf of a company or other entity, then “Client” (as described below) or “you” means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Client is an entity, this Agreement is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement.

TalentNations may immediately terminate this Agreement with respect to you, or generally cease offering or deny access to the Platform or any portion thereof, at any time for any reason without notice. Supplemental terms are in addition to, and shall be deemed a part of, this Agreement for the purposes of the applicable services. Supplemental terms shall prevail over this Agreement in the event of a conflict with respect to the applicable services.

TalentNations may amend this Agreement from time to time. Amendments will be effective upon TalentNations posting of an updated Agreement at this location or the amended policies or supplemental terms on the applicable service. In addition TalentNations will notify each registered user of the Platform about such amendments by posting a revised version on the Platform and, optionally, by electronic mail. Your continued access or use of the Platform after such posting constitutes your consent to be bound by this Agreement, as amended. Our collection and use of personal information in connection with the Platform is as provided in TalentNations Privacy Policy located at https://talentnations.com/privacy-policy.

1.2. Account registration

By registering for a user account on the Platform ("Account") or by using the Platform, you represent that you:

(a) are doing business under your own name as an individual entrepreneur or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity);

(b) will use the Platform for business purposes only;

(c) will comply with any licensing, registration or other requirements with respect to your business, or the business for which you are acting; and

(d) are either a legal entity or an individual who is at least 18 years old (or the age of majority in your country if the age of majority is over 18), and that you can form legally binding contracts.

1.3. Account verification

When you register for an Account and periodically thereafter, your Account will be subject to verification, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on the Platform. You authorize TalentNations, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your business, email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes providing official governmental or legal documents, and cooperating with other reasonable requests we make to verify your identity. During verification some Account features may be temporarily limited but will be restored if verification is successfully completed

2. The Platform

The Platform provides a digital platform where legal entities ("Clients") who seek IT-specialists, IT-solutions and IT-services can be matched with legal entities or individual entrepreneurs ("Contractors") who can provide such services ("Services"). Each Client shall create a Client account that enables access to the Platform. Any decision by a Client to make use of or accept Services is a decision made in such Client’s sole discretion. Each Service provided by Contractors to a Client shall constitute an agreement between such persons (the "Service Agreement"). The Service Agreement must be concluded exclusively on the Platform. TalentNations is not responsible for any other independent contracts (not concluded on the platform) between Contractor and Client unless TalentNations is a Contractor.

TalentNations can be a Contractor as well. In this case, TalentNations may render Services on its own or with third-party subcontractors.

Materials posted on the Platform are not intended to amount to advice on which reliance should be placed. We are not responsible for the accuracy or informational correctness of material posted by our Clients and Contractors. Also, we disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to the Platform, or by anyone who may be informed of any of its contents.

We aim to update the Platform regularly and may change the content at any time. If the need arises, we may suspend access to the Platform and the Services or close them indefinitely. Any of the material on the Platform or the Services may be out of date at any given time, and we are under no obligation to update such material.

You acknowledge that, unless TalentNations is a Contractor and reaches a Service Agreement with a Client, neither TalentNations nor its affiliates provide Services and that all such Services are provided by independent third-party contractors who are not employed by TalentNations or any of its affiliates.

Where the Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. TalentNations makes no representations about the suitability of the information and services contained on the Platform for any purpose.

We cannot accept any liability for any reliance placed by you on any statement or representation in any Platform whether made by us or third party.

The Platform may include information and materials uploaded by other users of the Platform, including bulletin boards and chat rooms, etc. This information and these materials have not been verified or approved by us. The views expressed by other users on or via our Platform do not represent our views or values.

3. The Service Agreement

As provided in Section 2 above, if a Client and a Contractor decide to enter into a Service Agreement, the agreement is a contractual relationship directly between the Client and the Contractor; unless TalentNations is a Contractor, TalentNations is not responsible for and is not a party to any Service Agreement and under no circumstances will any such contract create an employment or any service relationship between TalentNations and any Client.

If a Client chooses TalentNations to be a Contractor, TalentNations may render the Services on its own or reach a service agreement with other Contractors to be subcontractors. In latter case, the Client authorizes TalentNations to reach a service agreement with subcontractors to render all or some Services. Under such agreement, such Contractor undertakes to render the designated Services, and TalentNations undertakes to pay the Contractor for the Services. The Contractor and TalentNations set out any terms and conditions in the service agreement between them.

With respect to any Service Agreements, Client and Contractors may enter into any agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.), provided that those agreements do not conflict with, narrow, or expand TalentNations’ rights and obligations under these Terms.

4. License

Subject to your compliance with this Agreement, TalentNations grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferrable and worldwide license to:

(i) access and use the Platform on your personal device solely in connection with your use of the Platform; and

(ii) access and use any content, information and related materials that may be made available through the Platform.

Any rights not expressly granted herein are reserved by TalentNations and TalentNations licensors.

5. Third Party Services and Content

The Platform may be made available or accessed in connection with third-party services and content (including advertising). TalentNations does not endorse such third-party services and content and you agree that, in no event, will TalentNations be responsible or liable for any products or services of such third-party providers.

When Services are provided by a Contractor, you agree and understand that you are doing so subject to the relevant Contractor’s terms and conditions and at your own risk. Unless a Contractor is TalentNations, you agree that TalentNations will not be liable for:

(i) any act or omission of a Contractor and/or

(ii) any damage or loss that arises in connection with the Contractor’s service, the non-performance or partial performance of the Service Agreement by the Contractor.

Such disputes should be resolved entirely between the two parties of the Service Agreement: the Contractor and the Client. However, in the event of a contractual dispute between you and the Contractors, TalentNations may request further information on the status of the dispute and facilitate its resolution.

6. Platform Ownership

The Platform and all rights therein are and shall remain TalentNations' property or the property of TalentNations licensors. Neither this Agreement nor your use of the Platform convey or grant to you any rights:

(i) in or related to the Platform except for the limited license granted above; or

(ii) to use or reference in any manner TalentNations company names, logos, product and service names, trademarks or services marks or those of TalentNations licensors.

All text, graphics, user interfaces, visual interfaces, photographs, sounds, music, artwork and computer code (collectively, the "Materials"), including but not limited to the design, structure, selection, coordination, expression, and arrangement of such Materials, contained on the Platform is owned, controlled or licensed by or to TalentNations, and is protected by copyright, patent and trademark laws, and various other intellectual property rights and competition laws.

Except as expressly provided in these Terms, no part of the website and no content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way without TalentNations express prior written consent.

7. Use of the Platform

In order to use most aspects of the Platform, you must register for and maintain an active personal user account (the "Account"). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Platform, including your ability to request access to your personal information or to opt in or out of marketing preferences, or TalentNations termination of this Agreement with you.

You agree to always maintain the security and secrecy of your Account username and password. You agree and understand that you are responsible for all activity that occurs under your Account, even as a result of loss, damage or theft of the device through which you access the Platform.

Unless otherwise permitted by TalentNations in writing, you may only possess one Account.

8. Charges and Payments

Payment processing services on the Platform are provided by a third-party payment processor.

9. Fraudulent Activity

You agree to notify TalentNations immediately upon becoming aware of any fraudulent activity perpetrated through your Client Account. Notifications may be made via the Platform or by email at hello@talentnations.com and inform@talentnations.com. You are solely responsible for informing your financial institution or payment services provider of any fraud related to a payment card saved in your Client Account.

You agree that TalentNations is not responsible for the unauthorized use of your Client Account. TalentNations reserves the right (in its sole and absolute discretion) to suspend or void any transaction, where we suspect that the transaction is related to fraudulent, unlawful, illegal, suspicious or criminal activity or that you are otherwise in violation of this Agreement.

If we are aware or have reason to believe that your Client Account is being used in an unauthorized, unlawful, improper or fraudulent manner or for criminal activities (or has been so used previously), or you do not comply with applicable laws and regulations or any of the conditions relating to the use of the services including this Agreement, TalentNations may at its sole discretion take certain actions against you, including but not limited to:

(i) suspending or terminating your right to use the Client Account, certain products, the Platform (or certain parts of it),

(ii) blocking or clawing back any available balance in your Client Account;

(iii) legal action against you (including claim for the cost of the action), and/or (iv) disclosure of such information to law enforcement authorities as we feel is necessary.

10. Communications.

By becoming a Client, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or pre-recorded messages may be generated by automatic telephone dialling systems (where allowed by and in compliance with local law). Communications from TalentNations, its affiliated companies and/or Contractors, may include but are not limited to: operational communications concerning your Account or use of the Platform or Services, updates concerning new and existing features on the Platform. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

TalentNations shall not be liable for the processing of a Client data carried out by Contractors for the performance of the Service Agreement.

11. Restricted Activities.

With respect to your use of the Platform and your participation in the Services, you agree that you will not:

(i) impersonate any person or entity

(ii) stalk, threaten, or otherwise harass any person

(iii) violate any law, statute, rule, permit, ordinance or regulation

(iv) interfere with or disrupt Platform or the servers or networks connected to the Platform

(v) post information or interact on the Platform or with respect to Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal

(vi) use the Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy

(vii) post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information

(viii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Platform

(ix) "frame" or "mirror" any part of the Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose

(x) modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Platform or any software used on or for the Platform

(xi) rent, lease, lend, sell, redistribute, license or sublicense the Platform or access to any portion of the Platform

(xii) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Platform or its contents

(xiii) link directly or indirectly to any other web sites

(xiv) transfer or sell your Account, password and/or identification to any other party

(xv) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation

(xvi) cause any third party to engage in the restricted activities above. In the event that you undertake in any of the above while participating in Services, a Contractor shall be permitted to refuse to provide you Services or, if such Services have commenced, a Contractor shall be permitted to refuse to continue to provide you Services.

You must not:

(i) seek to gain access to restricted areas of any network;

(ii) attempt to compromise the integrity of the Platform content or information without proper authorization;

(iii) perform actions that may deny others access to our Platform, or may otherwise negatively affect Platform availability;

(iv) access or try to access data that you know or ought to know is confidential.

For your information restricted activities in this section would not only contravene the Terms but could in some circumstances also amount to a criminal offense under the laws of the UAE. If TalentNations has evidence of examples of misuse of the Platform it reserves the right to inform and cooperate with the relevant law enforcement authorities, or to carry out a more detailed investigation in accordance with its procedures.

12. Disclaimers.

The Platform and services are provided "as is" and "as available". TalentNations disclaims all representations and warranties, express, implied or statutory, not expressly set out in this Agreement, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In addition, unless TalentNations is a Contractor, TalentNations makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Platform, Services or any other services requested through the use of the Platform, or that the Platform will be uninterrupted or error-free. TalentNations and its affiliates do not guarantee the quality, suitability or safety. You agree that the entire risk arising out of your use of the Platform and Services, and any service requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law.

TalentNations and its affiliates are not responsible for the conduct, whether online or offline, of any Client, Contractors or any other third-party. You are encouraged to use a reasonable degree of sensibility and caution when interacting with other Clients, Contractors or any other third-party.

By using the Platform and participating in the Services, you agree to accept such risks and agree that TalentNations is not responsible for the acts or omissions of Clients, Contractors or any other third-party.

By using the Platform, you agree that TalentNations may declare in various forms (marketing brochures, website information etc.) that it co-operates, collaborates and deals with you.

TalentNations and its affiliates expressly disclaim any liability arising from the unauthorized use of your Account. Should you suspect that any unauthorized party may be using your Account or you suspect any other breach of security, you agree to notify us immediately.

Any content you upload to the Platform will be considered non-confidential and non-proprietary. You grant us all your license rights in your content, including (but not limited to) the right to use, store and copy that content, to publish it in a form we deem fit, and to publish any personal details provided in conjunction with the content and to distribute and make it available to third parties at our discretion.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you constitutes a violation of their IP rights, or of their right to privacy, or is in violation of the laws of the UAE.

13. Limitation of liability.

TalentNations, its affiliates and partners shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, or property damage related to, in connection with, or otherwise resulting from any use of the Platform or Services (unless TalentNations is a Contractor), even if TalentNations has been advised of the possibility of such damages. TalentNations and its affiliates and its partners shall not be liable for any damages, liability or losses arising out of:

(i) your use of or reliance on the Platform or the Services or your inability to access or use the Platform or the Services; or

(ii) any transaction or relationship between you and any Contractors or other third party provider, even if TalentNations or its affiliates or its partners have been advised of the possibility of such damages.

TalentNations and its affiliates and its partners shall not be liable for delay or failure in performance resulting from causes beyond our reasonable control. You acknowledge that specialists providing services may not be professionally licensed or permitted.

The Platform may be used by you to request and schedule the services with Contractors, but you agree that TalentNations, its affiliates, and other partners have no responsibility or liability to you related to any Service provided to you by Contractors other than as expressly set forth in this agreement. The limitations and disclaimer in this section 13 do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law.

Save as aforesaid and to the extent permitted by UAE law, TalentNations shall not be liable for (whether direct or indirect) any loss of profit, loss of opportunity, loss of business, indirect, incidental, special, or consequential loss arising out of or in any way connected with the use of any information and services on the Platform or otherwise arising out of the use of the Platform and all warranties, terms, and conditions with regard to such information and services, whether express or implied arising under law or otherwise are hereby excluded. TalentNations cannot be responsible for the security or privacy of the Platform and any information provided to the Platform by you.

You must bear the risk associated with the use of the Platform. TalentNations will not be responsible for any errors or omissions or for the results obtained from the use of such information or for any technical problems you may experience with the Platform.

14. Indemnity.

You agree to indemnify and hold TalentNations, its Affiliates, and other partners and their officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with:

(i) your use of the Platform and the Services (unless TalentNations is a Contractor) or services or goods obtained through your use of the Platform;

(ii) your breach or violation of this Agreement or

(iii) your violation of the rights of any third party, including Contractors.

15. Dispute Resolution. Arbitration Process and Rules.

You agree that any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to the Dubai International Arbitration Centre and finally resolved by arbitration under the DIAC Arbitration Rules in force on the date of the submission of the request for arbitration (the "Rules"), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators, to be appointed in accordance with the Rules, shall be one. The legal seat of the arbitration shall be Dubai, UAE and the language of the arbitration shall be English unless you do not speak English, in which case the arbitration shall be conducted in both English and your native language.

16. Choice of Law.

This Agreement is governed by and construed in accordance with the regulations of Meydan – Free Zone and the federal laws of the UAE.

17. Termination.

We may end your rights to use the Platform if you break the Terms.

If we end your rights to use the Platform:

(i) you must stop all activities authorized by these terms, including your use of the Platform;

(ii) you must delete or remove the Platform from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this.

We may implement measures to restrict or limit your ability to access or use the Platform or any of its components.

18. Claims of Copyright Infringement.

Claims of copyright infringement should be sent to TalentNations at deal@talentnations.com.

19. Notice.

TalentNations may give notice by means of a general notice on the Platform, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to TalentNations by written communication to TalentNations email address at hello@talentnations.com.

20. Linking.

You may link to our home page, provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation or have a detrimental effect on the performance or functioning of the Platform.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

Our website and (or) Platform must not be framed on any other site, nor may you create a link to any part of our website and (or) Platform other than the home page.

We reserve the right to withdraw linking permission without notice.

If you wish to link to or make any use of the content on our website and (or) Platform other than that set out above, please contact us on email address at deal@talentnations.com.

21. General.

You may not assign or transfer your rights under this Agreement in whole or in part without TalentNations prior written approval. You give your approval to TalentNations for it to assign or transfer its rights and obligations under this Agreement in whole or in part, including to:

(i) a subsidiary or affiliate;

(ii) an acquirer of TalentNations equity, business or assets; or

(iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, TalentNations or any Contractors as a result of the contract between you and TalentNations or use of the Platform.

If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.

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

Terms and conditions