Terms and Conditions

Welcome to TalentKit Limited (“Company”, “we”, “our”, “us”).

These Terms and Conditions (“Terms”, “Terms and Conditions”, “Terms of Service”|, “Terms of Use”) set out the terms and conditions under which You (the User, as defined below) may access and use our Web browser extension (the "Solution") accessible at the address https://authoredup.com as well our website, all related subdomains (collectively, the "Website") and all content, features, services and/or products available on or through the Website (collectively, the "AuthoredUp Services"), operated by TalentKit Limited company.

The AuthoredUp Services are offered to You subject to your acceptance, without modification, unless otherwise stated herein, of all of the terms and conditions contained herein and all other operating rules, policies, additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Website or otherwise made available on or through the AuthoredUp Services (the "Guidelines") and any future modifications thereof, and procedures that may be published from time to time on the Website or made available to You on or through the AuthoredUp Services (collectively, the "Agreement").

The Agreement is a legally binding agreement between You and TalentKit Limited. By accessing, browsing, registering for and/or otherwise using the AuthoredUp Services, You acknowledge that You have read, understood and agree to be bound by the Agreement. If You do not agree with the Agreement, either partly or fully, do not access, browse, register for and/or otherwise use the AuthoredUp Services.

1. DEFINITIONS

The following definitions shall have the meanings as follows:

• Account

  The primary means for accessing and using the AuthoredUp Services p.

• User

  A natural or legal person who are registered to use the AuthoredUp Services.

• User Data

  All information that the Users submit, upload and/or are processed by the AuthoredUp Services.

• Confidential Information

  All information disclosed by You to TalentKit Limited or by TalentKit Limited to You which is in tangible form and labeled “confidential” or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, information relating to TalentKit Limited security policies and procedures. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the parties; or (d) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

• Solution

  Web browser extension that enhances User’s experience on LinkedIn, helps them to write better content and track, measure and visualize the data belonging to the connected account.

• Website

  Collection of various related web-resources, web-pages and multimedia content that are identified with the domain name of https://authoredup.com, as well as all related sub-domains.

2. ACCEPTANCE OF AGREEMENT

1. Conditions for Acceptance. The use of the AuthoredUp Services is subject to acceptance of the Agreement. To accept the Agreement, You:

   As an individual must:

   • be at least 18 years old, or of the legal age of majority in the jurisdiction in which he or she resides;
   • have the legal capacity to enter into this Agreement.

   Acting on behalf of a legal entity warrant and represent:

   • that You have the authority to bind the legal entity to the Agreement;
   • that legal entity on which behalf You are acting is duly incorporated and in good standing.
2. Acceptance of Agreement. The Agreement is accepted by You, as soon as one of the following occurs:
   • upon the moment of gaining access to those AuthoredUp Services and parts of the Website which is not dependent on creating an Account; or
   • upon the moment of registering the Account on the Website.

3. AuthoredUp SERVICES

1. Description of AuthoredUp Services. TalentKit Limited provides a browser extension for personal LinkedIn accounts, used to preview posts, format posts, save drafts, schedule posts, choose hashtags and more. AuthoredUp Services are therefore to be considered an additional dimension to LinkedIn providing the user with extra features and visualizations based on the user’s own data.
2. Technical Requirements. Some of the AuthoredUp Services may be available to You through a compatible desktop or mobile device, may require Internet access and/or additional software to be installed. You acknowledge and agree that You are solely responsible for these technical requirements.
3. Updates to the Services. TalentKit Limited may in its sole discretion and at any time update or modify the AuthoredUp Services, discontinue, temporarily or permanently, providing the AuthoredUp Services or any part thereof, including without limitation for technical reasons, security issues, legal requirements, or business reasons, with or without notice to You. TalentKit Limited may also perform maintenance of the AuthoredUp Services from time to time which may result in interruptions, delays, or errors in the Services. You acknowledge and agree that any maintenance, modification, suspension or termination of the AuthoredUp Services may be affected without prior notice, although TalentKit Limited will endeavour to provide such notice whenever feasible. You acknowledge and agree that Your continued use of the AuthoredUp Services after the date of changes to the AuthoredUp Services indicates Your agreement to such changes. If TalentKit Limited discontinues providing the AuthoredUp Services or any part thereof, any User using the Services on a paid subscription basis will receive an applicable pro-rated refund.
4. Disclaimer. TalentKit Limited and AuthoredUp Services are not endorsed or certified by LinkedIn. All LinkedIn (^TM) logos and trademarks displayed on Services are the property of LinkedIn.

4. RIGHT TO USE AuthoredUp SERVICES

1. Licence Grant. TalentKit Limited hereby grants You a personal, limited, non-exclusive, non-transferable, revocable, non-sublicensable right and license to use the AuthoredUp Services during the term of the Agreement in accordance with the terms and conditions of the Agreement. TalentKit Limited reserves all rights, title and interest, including, however not limited to, all intellectual property rights, in and to the AuthoredUp Services and the underlying technology used to provide the AuthoredUp Services, including without limitation all software and any copies, corrections, bug fixes, enhancements, modifications or new versions thereof and all research and development and experimental development in respect thereto ("AuthoredUp Technology"). Except for rights expressly granted to You under this Agreement, no other rights are granted by implication, estoppel or otherwise. You acknowledge that only TalentKit Limited shall have the right to maintain, enhance or otherwise modify the AuthoredUp Services and AuthoredUp Technology unless specific permissions are granted to You in a separate prior written agreement with AuthoredUp.

2. License Restrictions. You shall use the AuthoredUp Services solely for the purposes that are permitted by and as contemplated in this Agreement. Without limiting any other provision of this Agreement, You explicitly agree that You shall not, either directly or indirectly:

   • disseminate, market, license, sublicense, sell, resell, lease, transfer, assign, distribute, timeshare, let, rent, give somebody the loan of, or sub-authorize any element of the AuthoredUp Services, unless otherwise is explicitly specified in the Agreement;
   • modify, translate, reverse engineer, decrypt, decompile, decode, disassemble, or create derivative works based on AuthoredUp Technology, undertake any benchmark trials using all or any part of the AuthoredUp Technology, or in any other way try to procure the human decipherable form of the AuthoredUp Technology, except to the extent expressly agreed upon in writing by TalentKit Limited with You or to the extent the foregoing restrictions are expressly prohibited by applicable laws notwithstanding a contractual provision to the contrary;
   • circumvent any user limits or other use restrictions that are built into the AuthoredUp Services;
   • breach, override or otherwise circumvent any authentication or security mechanisms;
   • remove or obliterate any proprietary notices, ownership labels, classified legends or marks from the AuthoredUp Services;
   • indulge in any actions with the AuthoredUp Services that meddle with, disturb, destroy, or access in an unlawful way the server networks, connections, systems, records, or other assets, tools or services of TalentKit Limited or any related third party;
   • transmit any worms, viruses, Trojan horses, or any other malware, disruptive or harmful software or data through the use of the AuthoredUp Services; or
   • use the AuthoredUp Services or any part thereof for any unlawful or fraudulent purpose or otherwise in any way not permitted by this Agreement.

5. SUBSCRIPTION AND PAYMENT TERMS

1. Subscription Types. In order to have access to the AuthoredUp Services, You must sign up for one of our subscription packages. Each subscription package comes with a fixed set of features and functionality.
2. Discounts on Subscriptions. We may decide, in our sole discretion, to offer from time-to-time pricing discounts to You for promoting the AuthoredUp Services. TalentKit Limited reserves the right to modify the conditions for offering discounts or to cancel or cease offering discounts at any time in our sole discretion.
3. Taxes. The User will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income, including, however not limited to, Value Added Tax (VAT).

6. ACCOUNT

1. Account Registration. You may be required to register with the website, by creating an Account. You may be asked to connect your personal LinkedIn account with AuthoredUp Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
2. Security. You must provide accurate registration information, including, without limitation, name and email address. You acknowledge and agree that it is Your sole responsibility to secure the credentials used to access the applicable account within the AuthoredUp Services. The User is solely responsible for all activities and actions carried out when using the AuthoredUp Services. The User must immediately contact us at [email protected]in case of suspected unauthorized access to the account.

7. USE OF PERSONAL DATA

1. Privacy Policy. In order to provide the AuthoredUp Services, TalentKit Limited will collect and use certain personal data. Our Privacy Policy explains in detail how TalentKit Limited processes and protects the personal data in our custody or control, and describes the technical and organizational measures implemented in order to maintain the security, confidentiality and integrity of such data.

8. USER DATA

1. In General. TalentKit Limited is not responsible for any materials uploaded, posted or stored through Your use of the AuthoredUp Services ("User Data") and You are solely liable for any content You upload, post, share, or provide through this Services. You must ensure that the transfer and processing of User Data is lawful. TalentKit Limited encourages You to keep records of your account information and ensure such information is updated to allow us to provide You with all required and appropriate warnings, information and disclosures, including, however not limited to, notifications or warnings where an account appears to have been compromised.
2. User Data Ownership. Subject to the terms and conditions of the Agreement, the User grants us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display User Data only as reasonably necessary (a) to provide, maintain and update the AuthoredUp Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by the User.
3. Conduct and Content Rules. In using the features of the AuthoredUp Services, You agree not to use, nor permit any third party to use, the AuthoredUp Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including, however not limited to:
• uploading, posting, emailing, transmitting or otherwise making available any content:
  1. that is unlawful, harmful, fraudulent, pornographic, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or in violation of any other person's rights, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local or foreign law;
  2. that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
  3. that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  4. which is unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of direct solicitation;
  5. that contains any virus, Trojan horse, worm or any other disruptive or harmful computer code, files, programs, software or data designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  6. that could harm minors in any way;
• impersonating any person or entity or falsely stating or otherwise misrepresenting Your affiliation with a person or entity;
• forging headers or otherwise manipulating identifiers in order to disguise the origin of any content transmitted through the AuthoredUp Services;
• intentionally or unintentionally violating any applicable local, foreign or international law.

9. THIRD-PARTY SERVICES

1. Partners. TalentKit Limited can provide access to its Users to the community of experts, technology partners and legal advisors (“Partners”). TalentKit Limited does not bear any responsibility for the services provided by such Partners. TalentKit Limited expressly disclaims any representation, warranty or liability relating to the services provided to the User by our Partners liability, whether in contract, tort (including negligence) or otherwise, in respect of any damage, expense or other loss the User and/or User may suffer arising out of such the use of such services, or reliance upon such services. All services offered by our Partners are sold by independent third parties with whom You will have a direct contractual relationship. You acknowledge that Your engagement of our Partners shall be at Your own risk.
2. Other Third-Party Services. The AuthoredUp Services may include links to, or otherwise direct Your attention towards, websites, services, features, or products operated or offered solely by third parties (collectively, "Third Party Services"). Such links and information are offered solely for informational purposes and convenience. The inclusion of any link does not imply an association, support, endorsement, consent, examination, or authentication by TalentKit Limited of such third party or Third Party Services (including without limitation to any content made available within such Third Party Services).
3. No Liability for Third Party Services. TalentKit Limited shall not be liable for the information and content contained in any Third Party Services or for Your use of or incapacity to use such Third Party Services, and TalentKit Limited expressly disclaims any liability for them. Access to any Third Party Services is at Your own risk, and You must be aware of the fact that Third Party Services are governed by terms and conditions and privacy policies different from those of AuthoredUp. You acknowledge and agree that the third party, and not AuthoredUp, is entirely liable for the delivery and performance of the respective Third Party Services.

10. DISCLAIMER OF WARRANTIES

1. "As Is" Basis. Except as specifically set forth in this Agreement and any other applicable terms and conditions that govern use of the AuthoredUp Services, TalentKit Limited offers the services on an "as is" and "as available" basis and does not accept responsibility or liability for any use of or reliance on the AuthoredUp Services or any information provided through the AuthoredUp Services, or for any disruptions to or delay in the provision of the AuthoredUp Services. TalentKit Limited makes no warranties or representations, express, statutory or implied, as to the quality and accuracy of the AuthoredUp Services or any information provided through the AuthoredUp Services, and we disclaim any implied warranties and representations to the maximum extent permitted by applicable law. Furthermore, we do not make any representations as to the accuracy, timeliness, comprehensiveness, completeness, quality, reliability, currency, error-free nature, compatibility, security, data loss, non-interference with or non-infringement of any intellectual property rights, or fitness for a particular purpose of the AuthoredUp Services or any information provided through the AuthoredUp Services to the maximum extent permitted by applicable law.
2. No Guarantee of Security. TalentKit Limited does not guarantee the adequacy of the AuthoredUp Services or compatibility and security thereof to Your computer equipment and do not warrant that the AuthoredUp Services, their infrastructure or any emails or communications transmitted via the AuthoredUp Services will be free of viruses or secure against hacking attacks.
3. Exclusion of Warranties. If the applicable law does not allow the exclusion of some or all of the above warranties to apply to You, the above exclusions will apply to You to the fullest extent permitted by applicable law.

11. LIMITATION OF LIABILITY

1. Limitation of Liability. To the maximum extent permitted by applicable law, TalentKit Limited shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for, relating to or arising from (a) loss of profits, (b) failures of telecommunications, the internet, electronic communications, (c) corruption of data, (d) breach of security, (e) loss or theft of data, (f) viruses or spyware, (g) loss of business revenue or investment, (g) use of software or hardware that does not meet AuthoredUp’s systems requirements, (h) damage to goodwill, data or other intangible losses, or (i) resulting from: (i) the use of or the inability to use the services; (ii) unauthorized access to or alteration of the personal data shared via the AuthoredUp Services; (iii) conduct of any third party on our Website. The above limitations apply even if TalentKit Limited have been advised of the possibility of such damages. Notwithstanding anything to the contrary herein, AuthoredUp's aggregate liability to You or any third party for all claims relating to this Agreement, however arising, shall at all times be limited to the amount the User paid for the AuthoredUp Services during the twelve (12) months prior to such claim or, in all other cases when the AuthoredUp Services are used for free, to the amount of 100 EUR. You understand and agree that absent Your agreement to this limitation of liability, TalentKit Limited would not provide the AuthoredUp Services to You.

12. INDEMNIFICATION

1. Indemnification. You agree to indemnify, hold harmless and defend AuthoredUp, its managers, members, directors, employees, agents, or affiliates (collectively, the "Indemnified Parties") at its expense, against any and all third-party claims, actions, proceedings, and suits brought against any of the Indemnified Parties, and against all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees) incurred by the Indemnified Parties arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) User Data uploaded by You, (iii) Your use of the AuthoredUp Services, and (iv) any unauthorized use of the Services, including, however not limited, infringement of intellectual property rights or any other rights of third parties. In such a case, the Indemnified Party or Parties will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim.

13. CONFIDENTIAL INFORMATION

1. Confidentiality. Subject to the express permissions of this Agreement, each party will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each party may use each other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. The provisions of section shall supersede any non-disclosure agreement by and between the parties and such agreement shall have no further force or effect with respect to the exchange of Confidential Information after the acceptance of this Agreement.

14. INTELLECTUAL PROPERTY RIGHTS

1. TalentKit Limited Intellectual Property. All right, title and interest in and to the AuthoredUp Services, the underlying AuthoredUp Technology, and all intellectual property rights therein including, however not limited to, information and content on the Website, code, licenses, and other images, text, layouts, arrangements, displays, illustrations, documents, materials, and files, are and will remain with TalentKit Limited and its licensors. AuthoredUp, AuthoredUp.com, and all other trademarks, service marks, graphics and logos used in connection with the AuthoredUp Services are trademarks or registered trademarks of AuthoredUp. TalentKit Limited does not grant You any right or license to use, copy or reproduce any TalentKit Limited trademarks.
2. Your Intellectual Property. As between the parties, You own and retain all rights to the User Data. This Agreement does not grant us any ownership rights to User Data. You grant permission to us and our licensors to use the User Data only as necessary to provide the AuthoredUp Services to You and as permitted by this Agreement.
3. Third Party’s Intellectual Property. All trademarks that do not belong to TalentKit Limited are used and placed on the website purely for informational purposes. TalentKit Limited does not use third-party trademarks for its own commercial purposes but provides visitors to the website with the convenience to search for information about trademarks owners.

15. CHANGES TO THE AGREEMENT AND SERVICES

1. Changes to the Agreement. TalentKit Limited reserves the right to change this Agreement at any time in its sole discretion. If TalentKit Limited decides to change this Agreement in the future, TalentKit Limited will post an appropriate notice at the top of this page and/or give reasonable advance notice to the Users through the AuthoredUp Services or by other means (e.g., via email notification). Any non-material change (such as clarifications) to this Agreement will become effective on the date the change is posted and any material changes will become effective 30 days from their posting on the Website. The date of the last update of this Agreement is set out at the top of this document. You acknowledge and agree that Your continued use of the AuthoredUp Services after the date of changes to this Agreement indicates Your agreement to such changes.

16. TERM AND TERMINATION

1. Term and Termination. Agreement becomes effective when You start using the AuthoredUp Services and remains in force until terminated by either party. The User acknowledges and agrees that TalentKit Limited in its sole discretion and without notice may suspend or terminate this Agreement, the User’s Account or the Users’ use of the AuthoredUp Services, and remove and discard any User Data within the AuthoredUp Services for any reason, including if TalentKit Limited reasonably believes that You have violated any provisions of this Agreement. The User further acknowledges that TalentKit Limited may terminate any Account that is inactive for more than 24 months and TalentKit Limited shall not be liable to the User or to any other person as a result of any such termination.
2. Cancellation. You can always cancel your subscription through the Services or by contacting us. Your subscription will run to the end of the current billing period from the day You properly notify us of your cancellation.

17. GOVERNING LAW

1. Governing Law. You agree that this Agreement shall be governed by, and construed in accordance with, the laws of England and Wales, and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of England and Wales.

18. MISCELLANEOUS

1. Relationship of Parties. The parties will act solely as independent contractors. This Agreement shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the You and AuthoredUp, and the You shall not represent to the contrary, whether expressly, by implication, appearance or otherwise.
2. Entire Agreement. Except as expressly provided elsewhere, this Agreement, including the Privacy Policy and any other documents which are stated to apply to You as a user of the Services constitutes the entire agreement between the User and TalentKit Limited with respect to the use of the AuthoredUp Services and replaces all prior understandings, communications and agreements, oral or written, regarding the subject matter hereof.
3. Severability. If any provision of this Agreement is held to be illegal, invalid, void or unenforceable, in whole or in part, by any court of competent jurisdiction, the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Such illegal, invalid, void or unenforceable term or provision or part thereof shall be deemed modified to the extent required to render it enforceable; failing which, it shall be severed from this Agreement, which shall continue in full force and effect and be binding upon You.
4. Assignment. You cannot, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer any or all of Your rights or obligations under this Agreement to anyone without prior written approval of AuthoredUp. However, TalentKit Limited at its sole discretion may assign or transfer this Agreement without the User’s consent to: (i) an affiliate; (ii) a company through a sale of assets by AuthoredUp; or (iii) a successor by merger. Any assignment that is in contravention of this Agreement shall be considered void.
5. Non-Waiver. No failure or delay on the part of TalentKit Limited in exercising any right, power or remedy pursuant to this Agreement shall operate as a waiver thereof, and no single or partial exercise of any such right, power or remedy shall preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.
6. Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
7. Governing Language. The original language of this Agreement is English. TalentKit Limited may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

19. CONTACT US

1. Contact Information. In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

   TALENTKIT LIMITED
   71-75 Shelton Street Covent Garden, London
   WC2H 9JQ
   UNITED KINGDOM