Effective Date: July 01, 2016

This User Agreement (this “Agreement”) is a contract between you (“You” or “User”) and Talents List. (“Talents List”, “we”, or “us”) and, to the extent expressly stated in this Agreement. You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.talentslist.com, all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (collectively, the “Site”), all services (except the Freelancer Services), applications and products that are accessible through the Site and all Talents List mobile site that link to or reference this Agreement (“Site Services”) whether provided by us or our Affiliates.

This Agreement includes and hereby incorporates by reference the agreements, Escrow Instructions, privacy policy linked from User Agreement, as such agreements and policies may be modified by Talents List from time to time (collectively, the “Terms of Service”).

Subject to the conditions set forth herein, Talents List may, in its sole discretion, amend this Agreement and the Terms of Service at any time by posting a revised version on the Site. Any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. If a revised version includes a Substantial Change, we will notify you in writing of the Substantial Change a reasonable period before the Substantial Change becomes effective. Your continued use of the Site or the Site Services after the effective date of a revised version of this Agreement constitutes your acceptance of and agreement to be bound by the Terms of Service. In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control unless the other Agreement explicitly states that it controls. Capitalized terms are defined throughout this Agreement and in Section 15 (Definitions).

1. DIGITAL SIGNATURE

By registering for a Talents List account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement electronically, effective on the date you register your Account. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and any amendments.

2. CONSENT TO USE ELECTRONIC RECORDS

In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.

2.1 YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT

By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the Postal Mail Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be permitted to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.

2.2 KEEPING YOUR EMAIL ADDRESS CURRENT WITH US

In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting Customer Support.

2.3 HARDWARE AND SOFTWARE YOU WILL NEED TO USE THE SITE SERVICES FOR YOUR BUSINESS

To access and retain the records and notices we provide to you electronically, you will need: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version”, we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.

By accepting and agreeing to this Agreement electronically, you represent that (x) you have read and understand the above consent to receive records and notices electronically; (y) you satisfy the minimum hardware and software requirements specified above; and (z) your consent will remain in effect until you withdraw your consent as specified above.

3. TALENTS LIST ACCOUNTS

3.1 ACCOUNT ELIGIBILITY

To use certain Site Services, you must register for an Account. Talents List offers the Site Services for your business purposes, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) unless you use the Site solely as an employee. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. When you register for an Account, or if you had an Account on the Effective Date, use this Site or the Site Services after the Effective Date, you also must agree to the terms of this Agreement. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described on the Site; (b) be financially responsible for your use of the Site and the purchase and/or delivery of Freelancer Services; and (c) perform your obligations as specified by any Service Contract that you accept, unless such obligations are prohibited by applicable law or this Agreement. Talents List reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates this Agreement, or for any other reason or no reason in Talents List' sole discretion.

3.2 ACCOUNT REGISTRATION

You agree to provide true, accurate, and complete information on all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide false or misleading information about your location. You must not provide false or misleading information about your business, your skills, or the services your business provides. You must not register for more than one Client Account and one Freelancer Account without express written permission from us. You must not ask or allow another person to create an Account on your behalf, for your use, or for your benefit.

3.3 IDENTITY VERIFICATION

When you register for an Account and from time to time 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. You authorize Talents List, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business when requested.

3.4 USERNAMES AND PASSWORDS

When you register for an Account, you will be asked to choose a username and password for the Account. Each User will also be asked to choose the initial username and password (and can change the password at any time).

You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize Talents List to assume that any person using the Site with your username and password (if any) either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to your password or the password of any User of your Account.

3.5 MARKETPLACE FEEDBACK

For the benefit of other Users of the marketplace, Talents List encourages you to leave objective balanced feedback about Users with whom you have transacted. You acknowledge and agree that feedback results for you will consist of comments, ratings, and other feedback left by other Users, and that Talents List will make available to other marketplace Users, including composite feedback based on these individual ratings. Talents List provides its public feedback system as a means through which Users can share their opinions publicly and Talents List does not monitor or censor these opinions. Talents List does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Talents List do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Talents List is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Talents List reserves the right (but is under no obligation) to remove posted feedback or information that in Talents List’ sole judgment violates the Terms of Service or negatively affects our marketplace community or operations.

4. PURPOSE OF THE SITE AND SITE SERVICES

The Site is a marketplace where Clients can identify Freelancers and buy Freelancer Services online. Subject to the terms of this Agreement, Talents List provides the Site Services to Clients and Freelancers, including hosting and maintaining the Site, enabling the formation of Service Contracts, and coordinating disputes related to those Service Contracts. If a Client and Freelancer agree on terms for Freelancer Services, a Service Contract is formed directly between such Client and Freelancer, subject to the provisions set forth in Section 5 (Contractual Relationship Between Client and Freelancer). When a User enters a Service Contract, the User uses the Site to engage, communicate, invoice and pay online.

4.1 ESCROW ACCOUNTS

Talents List Escrow (TLE) provides escrow services to Clients and Freelancers to deliver, hold, or receive payment for an Engagement, and to make payments to Talents List (“Escrow Services”).

Depending on your needs and the instructions provided to Talents List, TLE will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Agreement:

(a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for an Engagement, TLE will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Engagements, to receive refunds in connection with Engagements, and to make payments to Talents List.

(b) Freelancer Escrow Account. After entering into a Service Contract, the first time Freelancer uses the Site to receive payment for an Engagement, TLE will establish and maintain a “Freelancer Escrow Account” for the Freelancer to receive payments for Engagements, withdraw payments, and issue refunds to Clients.

(c) Contract Escrow Account. When you enter into a Contract, TLE will establish and maintain a “Contract Escrow Account” to receive, hold, and release payments pursuant to the Contract Escrow Instructions for the Engagement that is the subject of that Service Contract.

You hereby authorize and instruct TLE to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Engagement and other specified purposes (the “Escrow”) in accordance with this Agreement and the applicable Escrow Instructions.

5. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER

5.1 SERVICE CONTRACTS

You acknowledge and agree that a Service Contract is comprised of the following agreements (as applicable): (a) The Contract Escrow Instructions; (b) the Engagement terms awarded and accepted on the Site to the extent that the terms do not, and do not purport to, expand Talents List’ obligations or restrict Talents List’ rights under this Agreement; and (c) any other contractual provisions accepted by both the Client and the Freelancer, to the extent that the provisions do not, and do not purport to, expand Talents List’ obligations or restrict Talents List’ rights under this Agreement. You acknowledge and agree that Talents List is not a party to any Service Contracts, and that the formation of a Service Contract between a Client and a Freelancer will not, under any circumstance, create an employment or other service relationship between Talents List and the Freelancer.

5.2 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS

Contract Engagements. If a Client and a Freelancer choose Contract compensation, then the Client and Freelancer agree that they will be bound by, and TLE will follow, the Contract Escrow Instructions.

6. PAYMENT TERMS

6.1 SERVICE FEE

When a Client pays a Freelancer, or when funds related to an Engagement are otherwise released to a Freelancer as required by the applicable Escrow Instructions, TLE will credit the Freelancer Escrow Account and then deduct and disburse to Talents List a 10% service fee that Talents List earns and Freelancer agrees to pay Talents List for creating, hosting, maintaining, and providing the Site and Site Services (the “Service Fee”).

6.2 NO MEMBERSHIP FEE OR FOR INTRODUCING OR FOR FINDING ENGAGEMENTS

Talents List does not introduce Clients to Freelancers. On contrary, it introduces freelancers to clients and helps Securing Engagements. Talents List merely makes the Site Services available to enable Clients to do so themselves. Therefore, Talents List does not charge a fee when a Client finds a suitable Freelancer or finds an Engagement. However, Client and a Freelancer are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site, as detailed in Section 7 (Non-Circumvention), below.

6.3 NON-PAYMENT

If Client fails to pay the Freelancer Fees or any other amounts due under this Agreement, whether by cancelling Client’s credit or debit card, initiating an improper chargeback, or any other means, Talents List may suspend or close Client’s Account and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments or obtain any additional Freelancer Services. Without limiting other available remedies, Client must pay Talents List upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

6.4 NO RETURN OF FUNDS

Client acknowledges and agrees that TLE will charge Client’s PayPal account for the Freelancer Fees, for Contracts, upon Client’s acceptance of the Freelancer Services. Therefore, and in consideration of the Site Services provided by Talents List and the Escrow Services provided by TLE, Client agrees that once TLE charges Client’s PayPal account for the Freelancer Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law. To the extent permitted by applicable law, Client therefore agrees not to ask its PayPal to charge back any Freelancer Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that Talents List or TLE may dispute or appeal the chargeback and institute collection action against Client.

6.5 PAYMENT METHOD

In order to use certain Site Services, Talents List may accept payment only via PayPal.

Client hereby authorizes Talents List and TLE to run PayPal authorizations as Client’s PayPal account for Services, and to charge Client’s PayPal account by TLE.

When Client authorizes the payment of the Freelancer Fees for a Contract on the Site, Client automatically and irrevocably authorizes and instructs TLE to charge Client’s PayPal account for the Freelancer Fees.

By providing PayPal account information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information to us; (b) Client is legally authorized to perform payments using PayPal; and (c) such action does not violate the terms and conditions applicable to Client’s use of PayPal or applicable law. When Client authorizes a payment using PayPal via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using PayPal. To the extent that any amounts owed under this Agreement cannot be collected from Client’s PayPal account, Client is solely responsible for paying such amounts by some other means.

7. SERVICE CONTRACT TERMS

7.1 SERVICES

Freelancer will perform the Freelancer Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Freelancer Services will be determined and controlled by Freelancer.

7.2 CLIENT PAYMENTS AND BILLING

Client is billed immediately upon funding an offer.

7.3 DISPUTE RESOLUTION

With respect to disputes arising between Clients and Freelancers, you agree to abide by the Dispute Resolution Policy as stated in the Escrow Instructions that apply to your particular Service Contract.

7.4 TERMINATION OF A SERVICE CONTRACT

Once a Client’s PayPal account has been charged to fund the escrow account for the Engagement, absent a full refund to Client by Freelancer, the Service Contract does not terminate until the Freelancer Services are completed. However, either Client or Freelancer has the right to terminate a Contract at any time with the consent of the other party or in the event of a material breach. If a Contract is terminated, Client does not have the right to recover any payments already released to Freelancer from the escrow account for the Engagement.

7.5 EMPLOYMENT SERVICES

Talents List merely provides the platform for Client and Staffing Provider to communicate and share information with the Freelancer. Both Client and Freelance understand and agree that the pay rate, employment dates and working conditions will be established or confirmed by negotiation between the Staffing Provider and/or Client and Freelancer not by Talents List, and that Freelancer will not have any contract on the Talents List Site or with Talents List regarding such employment terms; pay rate or other information in the platform is solely for the purpose of enabling the Employee to communicate with the Staffing Provider and the Client. Freelancer acknowledges and agrees that he/she is not an employee of Talents List, and that he/she will not be providing any services to Talents List (directly or indirectly) while employed by the Staffing Provider unless Talents List is expressly designated in writing as the Client.

Freelancer agrees to personally provide all services for any contract under which the Freelancer is working as an Employee. Freelancer acknowledges that Freelancer, and not Talents List or the Staffing Provider, will be responsible for timely and professionally completing all work that he or she is assigned while working as an Employee.

8. RELATIONSHIP WITH TALENTS LIST

Talents List is not a party to the dealings between Client and Freelancer, including proposals, screening selection, contracting, and performance of Freelancer Services. Talents List does not introduce Freelancers to Clients or help Freelancers find Engagements. Talents List merely makes the Site Services available to enable Clients to identify and determine the suitability of Freelancers for themselves and to enable Freelancers to determine the suitability of Clients for themselves. Talents List does not, in any way, supervise, direct, or control Freelancer or Freelancer’s work. Talents List does not set Freelancer’s work schedules, or location of work, nor is Talents List involved in determining if the Freelancer Fees will be set at an hourly or fixed rate for a Service Contract. Talents List will not provide Freelancer with training or any equipment, labor, or materials needed for a particular Service Contract. Talents List does not provide the premises at which the Freelancer will perform the work. Talents List makes no representations about, and does not guarantee the quality, safety, or legality of, the Freelancer Services; the truth or accuracy of Freelancer’s listings on the Site; the qualifications, background, or identities of Users; the ability of Freelancers to deliver the Freelancer Services; the ability of Clients to pay for the Freelancer Services; or that a Client or Freelancer can or will actually complete a transaction.

Talents List is not required to and may not verify any feedback or information given to us by Freelancers or Clients, nor does Talents List perform background checks on Freelancers or Clients.

You hereby acknowledge and agree that Talents List may provide information on the Site about a Freelancer or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Freelancers or Clients voluntarily submit to Talents List and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Talents List; Talents List provides such information solely for the convenience of Users.

9. THIRD-PARTY BENEFICIARY

This Agreement and any Account registration will not be construed as creating or implying any relationship of franchise, partnership, or joint venture between Users and Talents List, except and solely to the extent expressly stated in this Agreement.

10. TALENTS LIST ROLE

10.1 SERVICE CONTRACTS

You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients or Freelancers; (b) Talents List is not a party to any Service Contracts between Clients and Freelancers; (c) you are not an employee of Talents List, and Talents List does not, in any way, supervise, direct, or control the Freelancer or Freelancer Services; (d) Talents List will not have any liability or obligations under or related to Service Contracts or any acts or omissions by you or other Users; (e) Talents List has no control over Freelancers or the Freelancer Services offered or rendered by Freelancers; and (f) Talents List makes no representations as to the reliability, capability, or qualifications of any Freelancer or the quality, security, or legality of any Freelancer Services, and Talents List disclaims any and all liability relating thereto.

11. LICENSES AND THIRD-PARTY CONTENT

11.1 SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTS

Subject to and conditioned on compliance with this Agreement, Talents List grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Freelancer Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without Talents List prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing without Talents List prior written consent. You must not frame or link to the Site or Site Services except as permitted in writing by Talents List. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. Talents List and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The Talents List logos and names are trademarks of Talents List and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Talents List or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

11.2 USER CONTENT LICENSE

When you post User Content on the Site or through the Site Services or provide Talents List with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Talents List may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.

You retain all ownership rights in any User Content you post on Talents List. To the extent permitted by applicable law, you also grant to Talents List and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and Talents List (and our successors’ and Affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, display, and perform such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law.

Notwithstanding the foregoing paragraph, Talents List will only use or disclose User Content you post to any non-public area of the Site to the extent necessary to provide Site Services to you as further described in our Privacy Policy.

The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Talents List and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.

You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is gratuitous, unsolicited, and without restriction and will not place Talents List under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Talents List does not waive any rights to use similar or related ideas known or developed by Talents List or obtained from sources other than you.

11.3 THIRD-PARTY VERIFICATION

The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of Talents List. Talents List neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Talents List’ authorized employees acting in their official capacities.

11.4 LINKS AND APPLICATIONS

The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that Talents List is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

11.5 MOBILE AND OTHER DEVICES

When using our mobile site, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile site may not contain the same functionality available on the Site.

12. LIMITATION OF LIABILITY

Talents List is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:

13. RELEASE

In addition to the recognition that Talents List is not a party to any contract between Client and Freelancer, you hereby release Talents List, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in subsection 7.3 (Dispute Resolution).

This release will not apply to a claim that Talents List failed to meet our obligations under this Agreement.

14. AGREEMENT TERM AND TERMINATION

This Agreement, as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and Talents List expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other. You may provide written notice to [email protected]/* */. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements when you terminate this Agreement, you will continue to be bound by this Agreement until all such Engagements have closed on the Site; (b) Talents List will continue to perform those Site Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to Talents List for any Site Services and to any Freelancers for any Freelancer Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Contract, or Talents List from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.

Without limiting Talents List other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Talents List or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Talents List prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use a PayPal account to pay for any amounts owed by you to the extent permitted by applicable law.

Without limiting Talents List other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Talents List or our Affiliates under this Agreement, you must pay Talents List for all fees owed to Talents List and our Affiliates and reimburse Talents List for all losses and costs (including any and all time of Talents List’ employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

14.1 ENFORCEMENT OF AGREEMENT

Talents List has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting Talents List other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or Talents List.

15. DEFINITIONS

“Client” means any authorized User utilizing the Site to seek and/or obtain Freelancer Services from another User. From time to time, Talents List may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Talents List when Talents List acts in this way.

“Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.

“Engagement” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.

“Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Contract Escrow Account.

“Escrow Instructions” means the Contract Escrow Instructions, Bonus and Expense Payment Agreement with Escrow Instructions, or the Contract Mobile Escrow Instructions.

“Freelancer” means any authorized User utilizing the Site to advertise and provide Services to Clients.

“Freelancer Fees” means: (a) for a Contract, the fixed fee agreed between a Client and a Freelancer; and (b) any bonuses or other payments made by a Client.

“Freelancer Services” means all services performed for or delivered to Clients by Freelancers.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Payment Method” means a valid PayPal account.

“Service Contract” means, as applicable, the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for an Engagement.

“Site Services” means all services that are accessible through the Site.

“Substantial Change” means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.

“Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services.

“User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to Talents List.

16. CONTACTING US

If you have questions or need assistance, please contact Customer Support at www.talentslist.com/support

Cookie Policy

This policy describes how "Talents List" uses cookies on www.talentslist.com (the “Site”). We recommend that you also consult our Privacy Policy for additional information on how we collect and use information collected from visitors to the Site. This policy is effective July 01, 2016. Your continued use of the Site after that will signify your acceptance of this policy. We may modify this Agreement without notifying you, so please check back often for updates.

By using the Site, you agree that we can use the cookies described in this Cookie Policy. You can stop cookies by changing the settings in your browser (more information on how to do this is provided below).

WHAT ARE COOKIES?

Cookies are text files, containing small amounts of information, which are downloaded to your browsing device (such as a computer or smartphone) when you visit a website. Cookies can be recognized by the website that downloaded them — or other websites that use the same cookies. This helps websites know if the browsing device has visited them before.

WHAT ARE COOKIES USED FOR?

Cookies do lots of different jobs, like helping us understand how the Site is being used, letting you navigate between pages efficiently, remembering your preferences, and generally improving your browsing experience. Cookies can also help ensure marketing you see online is more relevant to you and your interests.

WHAT TYPES OF COOKIES DOES "TALENTS LIST" USE?

The type of cookies used on most websites can generally be put into one of six categories: Strictly Necessary, Performance, Functionality, Flash, Tailored Content and Targeting. In order to provide you with the best browsing experience, "Talents List" uses all of these categories on the Site. You can find out more about each cookie category in the sections below.

STRICTLY NECESSARY COOKIES

These cookies are essential, as they enable you to move around the Site and use its features, such as accessing secure areas. Without these cookies, some services you have asked for such as payment submission can’t be provided.

PERFORMANCE COOKIES

These cookies collect information about how you use the Site, for example which pages you go to most often and if you get error messages from certain pages. These cookies don’t gather information that identifies you. All information these cookies collect is anonymous and is only used to improve how the Site works.

FUNCTIONALITY COOKIES

These cookies allow the Site to remember choices you make (such as your user name, language or the region you’re in). For instance, the Site uses functionality cookies to remember your language preference. These cookies can also be used to remember changes you’ve made to text size, font and other parts of pages that you can customize. They may also be used to provide services you’ve asked for such as watching a video or commenting on a blog. The information these cookies collect may be anonymous and they cannot track your browsing activity on other websites.

FLASH COOKIES

We may, in certain circumstances, use Adobe Flash Player to deliver special content, such as video clips or animation. To improve your user experience, Local Shared Objects (commonly known as “Flash cookies”) are employed to provide functions such as remembering your settings and preferences. Flash cookies are stored on your device, but they are managed through an interface different from the one provided by your web browser. This means it is not possible to manage Flash cookies through your browser in the same way you would normally manage cookies. Instead, you can access your Flash management tools from Adobe’s website at http://www.macromedia.com/support/documentation/en/flashplayer/help/settings_manager.html.

TAILORED CONTENT COOKIES

Tailored content cookies help the Site provide enhanced features and display content in a way that is relevant to you. These cookies help the Site determine what information to show you based on how you have used the Site previously. These cookies do not track your browsing activity on other websites.

TARGETING COOKIES

These cookies are used to deliver advertisements that are more relevant to you and your interests. They are also used to limit the number of times you see an advertisement as well as help measure the effectiveness of an advertising campaign. They remember that you have visited a website and this information may be shared with other organizations such as advertisers. This means after you have been to the Site you may see some advertisements about our services elsewhere on the Internet.

HOW LONG WILL COOKIES STAY ON MY BROWSING DEVICE?

The length of time a cookie will stay on your browsing device depends on whether it is a “persistent” or “session” cookie. Session cookies will only stay on your device until you stop browsing. Persistent cookies stay on your browsing device until they expire or are deleted.

FIRST AND THIRD PARTY COOKIES

First party cookies are cookies that belong to us, while third party cookies are cookies that another party places on your browsing device through our Site. For example, Facebook will place a cookie on your browsing device if you click on the Facebook link when browsing the Site.

HOW TO CONTROL AND DELETE COOKIES THROUGH YOUR BROWSER

The browser you are using to view the Site can enable, disable or delete cookies. To do this, follow the instructions provided by your browser (usually located within the “Help,” “Tools” or “Edit” facility). Please note that if you set your browser to disable cookies, you may not be able to access certain parts of the Site. Other parts of the Site may also not work properly. You can find out more information about how to change your browser cookie settings at www.allaboutcookies.org.