Terms of Service (U.S. Customers)

1. Definitions

Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party (including, without limitation, Talantula Ltd., a company organized under the laws of Bulgaria).

Authorized User means Customer’s employees and contractors (and, for authorized Staffing Agencies as described in Section 2.1, bona fide clients’ users) who are permitted by Customer to use the Services and for whom access has been purchased.

Customer Data means any data, content, or materials that Customer or its Authorized Users submit to or process with the Services, including Candidate Data.

Candidate Data means Customer Data relating to identified or identifiable candidates or prospects (e.g., name, contact details, application materials, profiles, and activity history).

Documentation means user guides, policies, and technical materials describing the operation of the Services that Talantula provides or makes available.

Order means an online checkout, order form, or other mutually executed document that references this Agreement and specifies the Services package, term, and fees.

Services means Talantula’s hosted applicant tracking system / talent management software, APIs, websites, modules (including any AI Features), and related support provided under this Agreement.

Third-Party Services means products, data sources, models, platforms, or services not provided by Talantula that interoperate with or are used in connection with the Services (e.g., background screening, job boards, email, calendars, identity providers, LLM/model providers).

2. Access; Use Rights; Agency Use

2.1 Grant of Rights

Subject to this Agreement and the applicable Order, Talantula grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer’s internal business purposes in accordance with the Documentation and applicable usage limits. If Customer is a bona fide staffing/recruiting agency (a “Staffing Agency”) and that status is expressly identified in the Order, Customer may also use the Services to support recruitment for its business customers within the agreed usage limits.

2.2 Modifications; Availability

Talantula may improve or modify features from time to time provided that we do not materially reduce core functionality during a paid term. We use commercially reasonable efforts to provide 24x7 availability, subject to planned maintenance, emergency maintenance, and events beyond our control (see Section 17).

2.3 Account Administration

Customer is responsible for designating administrators, managing Authorized Users, and maintaining the confidentiality of credentials. Customer remains responsible for all activities occurring under its accounts.

2.4 Usage Parameters; Headcount/Seat Tiers

Where an Order specifies a headcount range, seats, messages/credits, prospect limits, or other metrics, Customer represents the accuracy of such selections and must promptly update the Order if its usage materially exceeds those limits. Talantula may (i) invoice at the applicable tier effective the next billing cycle for monthly terms or pro rata for the remainder of the then-current annual term upon 30 days’ notice, or (ii) require a new Order aligned to actual usage.

2.5 Prohibited Uses

Customer will not: (a) copy, modify, or create derivative works of the Services; (b) reverse engineer or attempt to discover source code; (c) rent, lease, sell, sublicense, or provide the Services to third parties except as expressly permitted for Staffing Agencies; (d) circumvent or disable security or usage controls; (e) access the Services to build a competing product; (f) use the Services in violation of applicable law (including anti-spam, anti-discrimination, employment, and privacy laws) or to collect or process prohibited data (e.g., sensitive protected class data) without a lawful basis; (g) perform or disclose benchmarking without our written consent; (h) introduce malware or interfere with the Services’ operation; or (i) use the Services for surveillance or profiling of individuals in a manner that violates law or this Agreement.

3. Third-Party Services & Integrations

The Services may interoperate with or rely on Third-Party Services. Customer is solely responsible for obtaining any required rights and complying with applicable terms for Third-Party Services. Talantula is not responsible for Third-Party Services, their availability, security, or performance. If a Third-Party Service ceases to be available or presents a security or legal risk, we may modify or suspend the related integration without liability.

4. AI Features

4.1 Description

Certain features may leverage machine learning or generative AI (collectively, “AI Features”), which may be provided by Talantula and/or by Third-Party model providers (“AI Providers”). By enabling or using AI Features, Customer instructs Talantula to process Customer Data with the relevant AI Providers as our sub-processors to generate outputs (“AI Output”).

4.2 Customer Responsibilities

Customer is solely responsible for: (a) the accuracy, quality, and legality of inputs provided to AI Features; (b) reviewing AI Output for accuracy, bias, and compliance before using it; and (c) complying with all hiring-related laws (including equal employment opportunity and fair hiring guidance). AI Output may be probabilistic, may contain inaccuracies, and should not be used as the sole basis for decisions materially affecting individuals.

4.3 Data Use; Improvement Rights

Talantula will not use Customer’s non-public Customer Data to train foundation models for third parties. Talantula may use De-Identified and Aggregated Data derived from Customer’s use of the Services for service improvement, analytics, security, and benchmarking. “De-Identified and Aggregated Data” means data that does not identify Customer or an individual and cannot reasonably be re-identified.

4.4 Limits & Credits

AI sourcing or outreach modules may include monthly or annual limits (e.g., prospects, messages, token credits) specified in the Order. Unused credits do not roll over. Exceeding limits may require purchase of additional credits at then-current rates.

4.5 No Professional Advice

AI Output and any suggestions are provided for convenience only and do not constitute legal, employment, or compliance advice.

5. Support & Security

5.1 Support

Talantula provides reasonable email and in-app support during normal business hours (Eastern Time) on Business Days, excluding U.S. federal holidays.

5.2 Security

Talantula maintains administrative, technical, and physical safeguards designed to protect Customer Data consistent with industry standards. Customer is responsible for configuring the Services in accordance with the Documentation and for securing its endpoints and networks.

5.3 Data Processing; Privacy

As between Customer and Talantula, Customer is the controller of Customer Data. Talantula acts as a processor / “service provider” or “processor” (as those terms are understood under applicable privacy laws) to deliver the Services, provide support, and maintain security. Talantula may engage its Affiliates (including Talantula Ltd.) and third-party subprocessors to process Customer Data on its behalf, subject to appropriate contractual safeguards. Our privacy practices are described in our Privacy Policy (as updated from time to time). A data processing addendum (DPA) is available upon request where required by law (e.g., GDPR, CCPA/CPRA).

6. Confidentiality

Each party (as Receiving Party) will (a) use the other party’s Confidential Information only to perform under this Agreement; (b) not disclose it to third parties except to its Affiliates, employees, contractors, and advisors subject to confidentiality obligations no less protective; and (c) protect it using the same degree of care it uses for its own information (not less than reasonable care). Confidential Information excludes information that is publicly available without breach, already known to the Receiving Party, independently developed without use of the other party’s information, or rightfully received from a third party without duty of confidentiality. The Receiving Party may disclose Confidential Information if required by law or court order, provided it gives prompt notice (where lawful) and reasonable cooperation to seek protective treatment.

7. Intellectual Property; Feedback; Publicity

7.1 Ownership

As between the parties, Talantula and its licensors own all right, title, and interest in and to the Services, Documentation, and underlying technology, including all modifications and derivative works. No rights are granted by implication.

7.2 Customer Data

As between the parties, Customer owns Customer Data. Customer grants Talantula a worldwide, non-exclusive, royalty-free license to host, copy, transmit, and display Customer Data and to create De-Identified and Aggregated Data to provide and improve the Services as permitted in this Agreement.

7.3 Feedback

If Customer provides suggestions or feedback, Talantula may use them without restriction or compensation.

7.4 Publicity

Talantula may identify Customer (name and logo) as a customer in marketing materials and on our website. Customer may opt out of this use by written notice; reasonable time is required to remove references from existing materials.

8. Acceptable Use; Hiring Compliance

Customer will use the Services in compliance with all applicable laws, including those governing recruiting, hiring, equal employment opportunity, data privacy, marketing communications (e.g., CAN-SPAM, TCPA), and background screening (e.g., FCRA, where applicable). Customer is solely responsible for obtaining all required notices and consents from candidates and for honoring data subject requests in Customer’s role as controller.

9. Fees; Payment; Taxes

9.1 Fees

Customer will pay the fees specified in the Order (“Fees”). Except as expressly stated in this Agreement, all Fees are non-refundable and payable in U.S. dollars.

9.2 Billing; Auto-Renewal

Unless otherwise specified, subscriptions auto-renew for successive terms equal to the initial Subscription Term at then-current rates. Talantula may update pricing by notice at least 30 days prior to renewal. Customer may prevent renewal by providing non-renewal notice per Section 18.6.

9.3 Late Payments

Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law. We may suspend access for non-payment after reasonable notice.

9.4 Taxes

Fees are exclusive of taxes. Customer is responsible for all sales, use, GST/VAT, or similar taxes (excluding taxes based on Talantula’s net income). If withholding is required, amounts due will be grossed-up so that Talantula receives the Fees in full.

10. Term; Termination; Suspension

10.1 Term

The Subscription Term is as stated in the Order and begins on the Start Date. This Agreement continues until all subscriptions have expired or been terminated.

10.2 Termination for Cause

Either party may terminate this Agreement or an affected Order for material breach not cured within 30 days after written notice. Either party may immediately terminate if the other party becomes insolvent, enters bankruptcy or receivership, or ceases business.

10.3 Effect of Termination

Upon termination or expiration, Customer’s right to access the Services ceases. Upon request within 30 days after termination, Talantula will make available a machine-readable export of Customer Data then in our possession. Thereafter, we may delete or De-Identify Customer Data from active systems, subject to legal retention obligations and standard backups.

10.4 Suspension

We may suspend access immediately if (a) Customer fails to pay Fees; (b) Customer’s use poses a security risk, violates law, or harms the Services or others; or (c) suspension is required by a third-party provider or law.

11. Warranties; Disclaimers

11.1 Mutual Warranties

Each party represents that it has the right and authority to enter into this Agreement.

11.2 Service Disclaimer

THE SERVICES, AI OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TALANTULA AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. TALANTULA DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT AI OUTPUT OR RECOMMENDATIONS WILL BE ACCURATE OR FREE OF BIAS.

12. Indemnification

12.1 By Customer

Customer will defend, indemnify, and hold harmless Talantula and its Affiliates from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from (a) Customer Data or Customer’s use of the Services in violation of law or this Agreement; (b) any employment or hiring decision made by Customer; or (c) use with Third-Party Services.

12.2 By Talantula

Talantula will defend Customer against third-party claims alleging that the Services, as provided by Talantula and used by Customer in accordance with this Agreement, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded (or agreed in settlement) against Customer. If the Services are enjoined or likely to be, Talantula may (i) procure the right to continue use; (ii) replace or modify the Services to be non-infringing without materially reducing functionality; or (iii) terminate the affected subscription and refund prepaid, unused Fees for the remainder of the term. Talantula has no obligations for claims based on (A) Customer Data; (B) combinations with items not provided by Talantula; (C) modifications not made by Talantula; or (D) use not in accordance with the Documentation.

12.3 Procedure

The indemnified party must promptly notify the indemnifying party of a claim, provide reasonable cooperation, and allow the indemnifying party sole control of the defense and settlement (provided settlement unconditionally releases the indemnified party and does not impose obligations other than payment of money covered by the indemnifying party).

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR (A) CUSTOMER’S PAYMENT OBLIGATIONS; (B) A PARTY’S BREACH OF CONFIDENTIALITY OR MISUSE OF THE OTHER PARTY’S IP; OR (C) CUSTOMER’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO TALANTULA FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER. THESE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

14. Export; U.S. Government Rights

Customer will comply with U.S. and international export laws and sanctions. Customer represents it is not located in, and will not permit access from, any embargoed jurisdiction or prohibited party lists. The Services and Documentation are “commercial computer software” and “commercial computer software documentation” under applicable regulations; U.S. Government end users receive only those rights set forth in this Agreement.

15. Beta, Trial, and Free Features

Any trial, beta, or pre-release features are provided as-is without support or SLA and may be changed or discontinued at any time. Use is at Customer’s sole risk.

16. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services (collectively, “Disputes”) that the parties cannot resolve informally within 30 days after written notice will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The seat and place of arbitration will be Charlotte, North Carolina. The proceedings will be conducted in English before a single arbitrator. Either party may seek provisional or injunctive relief in any court of competent jurisdiction to protect its rights pending arbitration. ARBITRATION WILL BE ON AN INDIVIDUAL BASIS ONLY; CLASS ARBITRATIONS, CLASS ACTIONS, AND REPRESENTATIVE PROCEEDINGS ARE NOT PERMITTED. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

17. Force Majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, labor disputes, supply shortages, utilities or telecommunications failures, downtime or changes impacting Third-Party Services, war, terrorism, pandemics, or governmental actions.

18. Miscellaneous

18.1 Entire Agreement; Order of Precedence

This Agreement (including the Order and any DPA) is the entire agreement between the parties regarding the Services and supersedes prior or contemporaneous agreements. In the event of a conflict, an Order (expressly referencing the conflicting provision) controls over this Agreement.

18.2 Amendments; Waivers

Except as stated in Section 9.2 (renewal pricing updates), any amendment or waiver must be in writing and signed or electronically accepted by both parties.

18.3 Assignment

Customer may not assign this Agreement without Talantula’s prior written consent, except to a successor in interest in connection with a merger, reorganization, or sale of substantially all assets, provided the assignee is not a competitor and agrees in writing to be bound. Talantula may assign this Agreement freely.

18.4 Notices

Notices to Talantula must be sent to support@talantula.com with a copy to:
Talantula LLC, Attn: Legal, [230 Walnut Point Dr., Matthews, NC 28105].
Notices are deemed given when received. We may provide operational notices via the Services or email to Customer’s designated contacts.

18.5 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

18.6 Non-Renewal

Either party may elect not to renew by giving written notice at least 30 days before the end of the then-current term.

18.7 Severability

If any provision is held invalid, it will be limited to the minimum extent necessary, and the remaining provisions remain in effect.

18.8 Governing Law; Venue

This Agreement is governed by the laws of the State of North Carolina, without regard to conflict of laws rules. Subject to Section 16, the state and federal courts located in Mecklenburg County, North Carolina have exclusive jurisdiction for any permitted court action.

18.9 No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.

18.10 Counterparts; Electronic Acceptance

This Agreement may be executed or accepted electronically and in counterparts, each of which is deemed an original.

19. Service-Specific Terms (Optional Modules)

If Customer subscribes to any of the following modules, these additional terms apply during the Subscription Term:

19.1 Email & SMS Outreach

Customer will obtain necessary consents and provide legally required notices to contacts prior to sending outreach communications through the Services. Customer will honor opt-outs promptly and will not send unsolicited or deceptive communications.

19.2 Background Checks & Assessments

Background screening and assessment tools are provided by Third-Party Services and are subject to their terms. Customer is solely responsible for compliance with FCRA (if applicable), state analogues, and adverse-action requirements.

19.3 Job Board Postings

Customer is responsible for the content of postings and for complying with job board policies and applicable wage transparency, pay equity, and anti-discrimination laws.

20. Changes to this Agreement

We may update these Terms from time to time. For material changes applicable during a paid term, we will provide 30 days’ notice. Continued use after the effective date constitutes acceptance of the updated Terms. If Customer objects to a material change that materially harms it and cannot be resolved in good faith, Customer may terminate the affected Order on notice and receive a pro-rated refund of prepaid Fees for the unused remainder of the then-current term for the materially changed Services only.

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

21. GDPR / International Addendum – EU/EEA/UK Customers

21.1 Scope; Contracting Entity for EU/EEA/UK Customers

(a) This Section 21 applies only where: (i) the Customer is established in the EU/EEA or United Kingdom, or (ii) the applicable Order expressly states that the contracting entity is Talantula Ltd. (an entity organized under the laws of Bulgaria).

(b) In such cases, references in this Agreement to “Talantula,” “we,” “us,” or “our” will be construed as referring to Talantula Ltd. for purposes of the contractual relationship with Customer, except where this Section 21 expressly provides otherwise. Talantula LLC may act as an Affiliate and sub-processor or sub-contractor to Talantula Ltd. as described below.

21.2 Roles and Data Protection (GDPR)

(a) As between Customer and Talantula Ltd., Customer is the controller (or “business”) of Customer Data, and Talantula Ltd. acts as a processor (or “service provider”) when processing Customer Data on Customer’s behalf through the Services.

(b) Talantula Ltd. may engage Affiliates, including Talantula LLC, and third-party sub-processors to support hosting, support, and operation of the Services, subject to written data protection terms that are no less protective than those applicable between Talantula Ltd. and Customer.

(c) Where required under the EU General Data Protection Regulation (GDPR), the UK GDPR, or equivalent laws, a separate Data Processing Addendum (DPA) between Customer and Talantula Ltd. will form part of this Agreement and will govern Talantula Ltd.’s processing of Customer Data on behalf of Customer. In the event of a conflict between this Agreement and the DPA with respect to processing of Customer Data, the DPA will control.

21.3 International Transfers; Use of Talantula LLC as Sub-Processor

(a) Customer acknowledges that Talantula Ltd. may transfer Customer Data to Affiliates and sub-processors outside the EU/EEA and UK, including Talantula LLC in the United States, solely as necessary to provide the Services, support, and security.

(b) Where such transfers involve personal data subject to GDPR/UK GDPR, Talantula Ltd. will ensure that appropriate safeguards are in place, such as Standard Contractual Clauses (SCCs), adequacy decisions, or equivalent mechanisms recognized by the European Commission or UK authorities.

(c) Talantula LLC will act only as a processor / sub-processor for Talantula Ltd. in relation to EU/EEA/UK Customer Data and will process such data only on documented instructions from Talantula Ltd., consistent with Article 28 GDPR.

21.4 Regional Privacy Notices

(a) For EU/EEA/UK data subjects, Talantula Ltd.’s processing of personal data is further described in the EU/EEA – GDPR Privacy Policy, which is incorporated by reference for informational purposes.

(b) For U.S. data subjects, Talantula LLC’s processing of personal information is described in the U.S. Privacy Policy (CCPA/CPRA). Where Customer’s use of the Services involves both regions, each policy applies to the corresponding data subjects and processing activities.

21.5 Governing Law and Dispute Resolution for EU/EEA/UK Customers

Notwithstanding Section 18.8 and Section 16, where Talantula Ltd. is the contracting entity under Section 21.1:

(a) This Agreement (as between Customer and Talantula Ltd.) will be governed by and construed in accordance with the laws of the Republic of Bulgaria, without regard to conflict of laws principles.

(b) Any dispute arising out of or relating to this Agreement that is not resolved informally will be submitted to the exclusive jurisdiction of the competent courts in Sofia, Bulgaria, or, if agreed in writing, to arbitration seated in Sofia under applicable institutional rules.

(c) The arbitration and class-action waiver provisions in Section 16 will not apply to Customers contracting with Talantula Ltd. under this Section 21; instead, disputes will be resolved under this Section 21.5.

21.6 Order of Precedence (International)

If there is any conflict between:

(a) this Section 21 and any other provision of this Agreement, this Section 21 will control for EU/EEA/UK Customers contracting with Talantula Ltd.; and

(b) this Agreement and any applicable DPA or SCCs, the DPA or SCCs will control with respect to the processing and transfer of personal data.

21.7 No Expansion of Liability

Nothing in this Section 21 is intended to expand either party’s liability beyond the limitations set forth in Section 13. The limitations and exclusions of liability apply equally to Talantula Ltd. and Talantula LLC in their respective roles under this Agreement.