Terms and Conditions

1. Terms of service

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, register and use the AuthoredUp Solution, provided by TalentKit Limited company. The AuthoredUp Solution encompasses various forms, including but not limited to a Web Browser Extension, a Web Platform, and other means accessible at https://authoredup.com, as well as all related subdomains, content, features, services, and products (collectively referred to as the "AuthoredUp Services" or "Services").

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").

These Terms are between TalentKit Limited (71-75 Shelton Street,  Covent Garden, London, United Kingdom)  ("TalentKit", "us", "we", "our", etc.) and you, either individually or on behalf of your employer or any other entity which you represent ("you", "your" or "Customer"). TalentKit may use its affiliates and related parties, including TalentKit d.o.o. (Veljka Dugosevica 54, 11050 Belgrade, Serbia), including their intellectual property and third-party service providers to provide the Service and process your Data (point 11 of these Terms) and/or collect payment from you.

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.

2. Definitions

The following definitions shall have the meanings as follows:

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

User. A natural person who is registered to use the AuthoredUp Services. Users may include individuals who have created an Account or have been added to an Account, and are subject to the rules of acceptable use as outlined in the Terms.

Customer. An individual or legal entity that has registered with the website, either on their own behalf or representing their employer or another entity, and has become a client of TalentKit Limited.

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 labelled "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 pparty'sConfidential Information.

Solution. The term "Solution" refers to AuthoredUp, a combined service offered through a Web Browser Extension and a Web Platform or any other means by TalentKit Limited. AuthoredUp enables users to write and optimize LinkedIn posts, use templates, analyze content, reuse content, understand what works, and other related functionalities. The full Service requires the use of both the Chrome Extension and the Web Platform to access all features.

Website. The term "Website" refers to the online platform where users can access the AuthoredUp Web Platform. The Website serves as a gateway to the AuthoredUp Solution, providing information, access, and support for the services offered, including account and user management functionalities. It exists as a collection of various related web resources, web pages and multimedia content that are identified with the domain name authoredup.com, as well as all related sub-domains.

3. Acceptance of agreement

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 full authority to bind the legal entity to the Agreement;
• that the legal entity on which behalf You are acting is duly incorporated and in good standing.

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.

Our Terms and Privacy Policy affect your legal rights and obligations. If you do not agree to comply with these Terms or do not have the authority to bind your employer or another entity you may represent, do not access or use our Service.

You must provide accurate information when you create your AuthoredUp account.

4. AuthoredUp services

4.1. Description of AuthoredUp Services

TalentKit Limited, in collaboration with TalentKit doo, provides AuthoredUp, an all-in-one tool for LinkedIn content creation accessible via a browser extension and a web platform. AuthoredUp Services are to be considered an additional dimension to LinkedIn, providing users with extra features and visualizations based on their own data.

4.2. Technical Requirements

Some of the AuthoredUp Services may be available to you through a compatible desktop, mobile device, or web browser and may require Internet access and/or additional software to be installed. You acknowledge and agree that you are solely responsible for these technical requirements.

By utilizing AuthoredUp Services, you engage with a robust set of tools designed to optimize your LinkedIn presence, with the assurance of ongoing enhancements and adherence to quality standards.

4.3. 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.

4.4. 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.

5. Right to use services

5.1 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.

5.2. 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;
• probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
• disrupt (or attempt to disrupt) our infrastructure by imposing unreasonable requests or burdens on our property (using automated systems or bots to send requests to our servers)
• access our private API by means if those not permitted by us in the written notice.
• 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.

6. Account

6.1. 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.

After registration either as an individual or on behalf of your employer on any other entity you represent, you become TalentKit Limited Customer.

Admin of the Account is the first User that is assigned to the Account after Registration ("Admin").

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.

6.2. Registration Data

When creating an Account or when you are added into an Account and when creating your Admin or User account, you: (i) agree to provide us with complete, current and accurate registration information about yourself or your entity; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential; (iii) agree that you are fully responsible for all activities that can occur under your User Profile and password, (and that includes integration or any other use of third party products or services in connection with the AuthoredUp Service); (iv) undertake to notify us immediately at contact@authoredup.com if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these Terms.

It is considered that Any communications we receive under your User Profile have been made by you.

Customer will be solely responsible and liable for any: damages, losses, liability and expenses incurred by us or a third party due to any unauthorized usage of the Account. Unauthorized usage of the Account can be made by either you or any other User or third party on your behalf.

6.3. User Verification

To use the AuthoredUp Service, each User must comply with these rules of acceptable use:

• User must provide complete information for registration purposes.
• User must provide accurate and up-to-date information. The User has to use accurate contact information. Using false identity is strongly prohibited.
• User will prevent any other person from using that User's account. Use of the account by more people is prohibited.
• User must maintain the security of the account and password, and share it solely with the authorized persons
• Users are fully responsible for all the activities that occur under their User Accounts.

You understand and agree that we may require you to provide information that we may use to confirm your identity and help ensure the security of your User Profile and your Account.

In the event that you or the Admin lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or such Admin any verification we deem necessary before restoring access to or providing information about such Account.

6.4 Admins of the Account

When we say "Admin" we are referring to the User who is either the creator of the Account or a regular admin (who is added by another Admin and assigned an Admin role).

Admin has the maximal rights for the use of the AuthoredUp Service, compared to other Users.

The Admins of an Account are deemed as the authorized representatives of the Customer, and any decision or action made by any Admin, is deemed as a decision or action of Customer. An Admin may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the AuthoredUp Service and the Account, including, without limitation: (i) control your (and other Users) use of the Account; (ii) purchase, upgrade or downgrade the Service; (iii) create, monitor or modify Users' actions and permissions; (iv) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data. You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the email address domain with which your Account was created or registered.

6.5 Users

User is any person who is registered into Account, including Admin and other Users ("Users").

Any functionality of the AuthoredUp Service available to the Users is assigned and determined by the Admin to the other Users.

Admin or another authorized user (altogether "Authorized Users") may disable or delete another User or add/invite new Users.

6.6 Authorized Users

Customer is solely liable and responsible for understanding the settings, privileges and controls for the AuthoredUp Service and for controlling whom Customer permits to become a User and what are the settings and privileges for such User (e.g. adding of new Users). Customer is responsible for the activities of all of its Users. Customer acknowledges that any action taken by a User of Customer's Account, is deemed by us as an authorized action by Customer; hence Customer shall have no claim in this regard.

7. Data

7.1. Use of Personal Data

Privacy Policy. In order to provide 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.

7.2 User Data

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, but not limited to, notifications or warnings where an account appears to have been compromised.

User Data Ownership

User retains all rights and control to the User Data in the form submitted to the Service. 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.

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.

8. Free trial

We sometimes offer a free trial period of the Service.

We may require a User to have a valid payment instrument, (e.g. credit card or other permitted payment method) before using the Free Trial. In this case, we may validate that payment method. If we determine that your payment instrument is invalid, without limiting any of our other rights, we may revoke any benefits; You may have received as part of the Free Trial.

The term of the Trial Service shall be as communicated to you, within the Service or on our Website in the moment of your Sing up to the Service, unless terminated earlier by either Customer or us, for any reason or for no reason.

We reserve the right to modify, cancel and/or limit this Trial Service at any time and without liability or explanation to you.

In a case, Free trial expires and you would not select your Subscription Plan, TalentKit will not charge any fee to you. After Free-trial expires, you will not have any obligation toward TalentKit Limited.

The User will not be eligible to participate in any Free Trial in relation to which the User has already been subscribed to any Paid Plan. If You want to continue using AuthoredUp after the expiration of the trial or the extended trial you will need to purchase a plan you prefer.

Once your initial trial expires and you haven't picked one of the Subscription plans, all rights and obligations under this agreement cease, except the one from the previous paragraph and GDPR.

All clauses of these Terms that refer to the period after the customer executes the Purchase order also apply to the Trial period.

9. Subscription, payment fees and billing

9.1. Purchase Order

Customer orders AuthoredUp Services via Purchase order.

Anyone who subscribes to the Service or anyone who permits or causes another person to make an order on their behalf will be liable for the payment arising from such order. The same rules will apply to anyone who orders a free trial.

When you purchase your order, you will be required to enter data necessary for the use of the Service as well as for the payment.

Our order form may be completed and placed in various ways, such as online form, in-product forms, or any other form available on authoredup.com, or delivered by Us in any electronic or physical delivery mechanism.

9.2 Subscription Term

The AuthoredUp Service is provided based on the data specified in your Purchase Order Form and in accordance with our Pricing. We reserve the right to determine the appearance of the Order form, the necessary data to be entered in the Order form as well as the right to process such data in order to provide the Service.

If you purchase the Service, you agree that your purchase of the ordered Service will be automatically renewed after the end of the paid period, for the following period of equal length, without limitation on how many times our Service can be renewed.

You can cancel your subscription at any time. TalentKit Limited will stop the auto-renewal of your subscription, and the Service will be terminated at the end of your current subscription period (e.g. month or year). You will be able to use AuthoredUp Services until the end of the subscription period. Accordingly, no refund is possible for the period between the date of cancellation and the date of the end of the subscription period.

When you use a paid Service or a free trial version of the Service, you can choose another type of Service with a new subscription according to the Pricing Plan. When you choose a different type of Service than the one you used, you are deemed to have chosen the new Service from the time you subscribe and from that time, you will be charged for it.

You also agree that we may charge you for each period of use of the Service (including the automatically renewed period of the Service), until you explicitly inform us that you will not continue to use the Service or cancel your Service.

When submitting the order form, you expressly consent to these Terms, the Privacy Policy, our pricing and all our policies and legal and operational documents. You also agree that we have the right to change our business policy and prescribed terms of use of the Service from time to time.

9.3 Subscription Fees

We reserve the right to determine the prices of the AuthoredUp Service.

Any price may change at any time and will become binding on the Client starting from the next period of using our Services, including automatically renewed periods.

The customer shall pay us the applicable fees for a purchase order ("Subscription Fee"), as set in the applicable Order Form. Your hereby authorizes us, either directly or through our payment processing service or our affiliates, to charge such fees via the selected payment method, upon the due date. Unless expressly set forth herein, fees are non-cancelable and non-refundable. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion, retry to collect at a later time, or suspend or cancel the Account, without notice.

9.4 Upgrade or Downgrade

Subscription upgrade will be considered any change of Subscription Plan initiated by Customer where Subscription Fees increase. Subscription downgrade will be considered any change of Subscription Plan initiated by Customer where Subscription Fees decrease.

You can upgrade and downgrade your Subscription Plan at any moment in time, limited by the constraints of your current Plan.

Upon upgrade, you will be immediately charged the difference in the costs of your previous Plan and your new Plan, pro-rated according to the current Billing Period.

Upon downgrade, Your adjusted price will begin to apply from the start of your next billing period.

9.5 Switching from Yearly to Monthly Billing Period or Vice Versa

You change your Billing Period at any moment.

Any change in your Billing Period will only start after your current payment period (monthly or yearly) is complete

9.6 Taxes

The Subscription Fees are exclusive of any and all taxes (including without limitation, value-added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale ("Taxes"), except for Taxes imposed on our income.

You are obliged to pay any tax considering the tax legislation of your country (e.g. withholding tax). In the case you may be exempted from taxes considering double taxation treaties between countries, we can send our tax residency certificate by email request.

9.7 Excessive Usage

If we, at our sole discretion, believe that Customer and/or any of its Users, have misused the AuthoredUp Service or use the Service in an excessive manner compared to the anticipated standard use, we have the right to charge a particular Client for such use at a special, subsequent price list, similar to the damage and/or costs incurred by us.

We also reserve the right to freely impose additional restrictions as for the upload, storage, download and use of the AuthoredUp Service, including, without limitation, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, etc.

9.8 Billing

As part of registering or submitting billing information, Customer agrees to provide us with accurate, updated, and complete needed information. Customer authorizes us (either directly or through our affiliates) to charge, request and collect payment from the Customer's payment method or designated bank account, as well as to do all in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer's credit card company or banking account. We may suspend or terminate your use of the Service if fees become past due. Paid fees are non-refundable.

9.9 Subscription Auto-Renewal.

Your subscription will automatically renew at the end of each period (e.g., month or year) to ensure uninterrupted service. The renewal will be for the same period and at the same price, unless you've been notified of a change.

As Customer, you can cancel the subscription at any time.

We will stop the auto-renewal of your subscription and the Service will be terminated at the end of your current subscription period (e.g. month or year). You will be able to use Our Services until end of subscription period. Accordingly, no refund is possible for the period between date of cancellation and date of the end of the subscription period.

If Customer wishes to avoid such auto-renewal, Customer shall cancel its Subscription prior to its expiration, at any time through the Account settings or by contacting our Support team.

9.10 Discounts

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 at our sole discretion.

If you are eligible for a discount, know that you cannot use more than 1 (one) discount per subscription.

9.11 Refunds

We stand behind our products, and your satisfaction with them is important to us. However, because our product is offered in a free trial period, we trust you will have enough time to discover and apply our solution as well as to decide whether it meets your expectations. As a result, after you purchase a license, we do not offer a refund i.e. our fees are non-refundable.

If the Subscription Plan is terminated, or changed, the Customer will not be entitled to any refund as concerns that billing period.

Executed payments attributable to future billing periods will not be refunded unless otherwise explicitly agreed.

9.12 Declined Payment

If, at any time, we record a decline or other rejection of a charge of any due and payable Subscription Fees on Customer's Account, this will be considered as a breach of Customer's payment obligations and Customer's use of the Service may be disabled or terminated.

Such use of the Service will not resume until Customer re-subscribes for any such Service, and pay any applicable Subscription Fees in full, including any fees and expenses incurred by us and/or any Third Party Service.

9.13 Payment processors

The Customer acknowledges that: the Supplier is not responsible for these parties or their services and has no liability as concerns payment processing; his payments are handled by third-party service providers; late payment may result in the suspension of Service, restriction of access to certain or all of the Features, or the termination of the Agreement.

9.14 Overdue fees

Our fees are due upon your Registration at the moment you submit your Purchase order form. In case you get access to the Service after filling your Purchase order, but payment is failed or is not processed for any other reason, it will be considered you have an overdue amount toward us. TalentKit Limited may charge interest on overdue amounts at 10% per annum.

10. Feedback and Error Reporting for AuthoredUp Services

As a User of AuthoredUp Services, you may provide content, information, ideas, suggestions, reviews, comments, error reports, and other submissions (collectively referred to as “Feedback”) via our Service, email, or other means.

All Feedback becomes the exclusive property of AuthoredUp, and you irrevocably assign all rights to AuthoredUp, waiving any claims to moral or similar rights. AuthoredUp is granted a royalty-free, irrevocable license to use, modify, and distribute the Feedback in any form or medium worldwide.

You represent that the Feedback is accurate and does not infringe on third-party rights, including intellectual property rights. The Feedback is not considered confidential, and AuthoredUp may choose to implement or reject it at its sole discretion. You acknowledge that AuthoredUp may have similar development ideas to the Feedback and that the provision of Feedback does not create any liability or obligation on AuthoredUp's part.

11. Third-party services

11.1 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 with our Partners shall be at Your own risk.

11.2 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).

11.3 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.

12. Disclaimer of warranties

12.1 "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.

12.2 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 does 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.

12.3 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.

13. Limitation of liability

To the maximum extent permitted by applicable law, TalentKit Limited (we or our suppliers, employees and representatives) 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.

14. 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.

15. Confidential information

Both parties agree to the following terms regarding Confidential Information:

• Each party shall protect the other's Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information, but with no less than reasonable care, and in compliance with applicable data protection laws.
• Confidential Information may be used solely to exercise the respective rights and perform the respective obligations under this Agreement.
• Confidential Information may be disclosed only to employees and/or non-employee service providers and contractors who need to know such information and who are bound by confidentiality agreements consistent with this Agreement.
• Disclosure of Confidential Information may also occur as necessary to comply with an order or subpoena from a competent administrative agency or court, or as reasonably necessary to comply with applicable laws or regulations.

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.

16. Intellectual property

16.1 TalentKit Limited Intellectual Property

All rights, titles and interests 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.

16.2 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.

16.3 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 of searching for information about trademark owners.

17. Changes to the agreement and services

We may occasionally make changes to these Terms for valid reasons, such as adding new functions or features of the Service, adjustments, typos or error fixing of the service itself, either for legal or regulatory reasons or for any other reasons we deem necessary, at our sole discretion.

TalentKit Limited reserves the right to post an appropriate notice at the top of this page and/or give notice to the Users through the AuthoredUp Services or by other means (e.g., via email notification).

Your continued use of the Service after the changes have been implemented will constitute your acceptance of the changes.

The date of the last update of this Agreement is set out at the top of this document.

18. Term and termination

These Terms and Conditions between TalentKit Limited and Customer can be terminated by closing/cancellation the Customer’s Account in our Service.

We may suspend or terminate your account(s) or cease providing you with all or part of our Services at any time without liability to you for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; (iii) the provision of our Services to you is no longer commercially viable or (iv) you have overdue fees to us more than 15 days.

If we terminate your access to the Service, your Content and all other data will no longer be accessible through your account.

We may continue to store and host Your Customer Data until either Customer or we, at our sole discretion, delete such Customer Data. The period of storing your data upon cancellation will not be shorter than 30 days.

Customer will receive no refund or other compensation for any unused time in Service.

19. Governing law

19.1 Governing Law; Jurisdiction

This Agreement and any matter or dispute arising out of or related to the subject matter of the Agreement shall be governed, construed, and enforced in accordance with the Laws of the Republic of Serbia, without regard to its conflict of laws rules.

19.2 Arbitration

You and We agree to the following procedure for resolving disputes:

• In the event of any controversy, claim, action, or dispute related to this Agreement (including breach, enforcement, interpretation, or validity), or any other dispute between you and us, the party asserting the dispute must first attempt to settle it in good faith by providing written notice to the other party.
• This dispute resolution procedure must be satisfied before initiating any arbitration or filing any claim against the other party.
• If the dispute cannot be resolved as described, any claims arising from this agreement or its breach shall be settled by arbitration under Serbian law, with the seat of arbitration in the Republic of Serbia.
• If the arbitration agreement is found to be void or unenforceable, all disputes to which it was intended to apply will be subject to the exclusive jurisdiction of the competent court in the Republic of Serbia.

20. Miscellaneous

20.1 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.

20.2 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 You and TalentKit Limited, and You shall not represent to the contrary, whether expressly, by implication, appearance or otherwise.

20.3 Notice

All notices to us shall be provided to the address contact@authoredup.com

We may give notice to you/User via email address associated with the User Account.

We also can use your contact details that we have in our other records. Our contact details for any notices are detailed below. You acknowledge notices that we provide you, in connection with these Terms and/or as otherwise related  to the Service, shall be provided as follows: via the Service posting in your account, text, in-app notification, e-mail, phone or first class, airmail, or overnight courier.

You further acknowledge that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing.

20.4 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.

20.5 Use Customer Name in Marketing Materials

Customer acknowledges and accepts that We have the right to use the Customer’s name and/or logo to identify you as a customer of TalentKit Limited on our website, marketing materials or otherwise by public announcements. Customer may revoke such right at any time by contacting us at contact@authoredup.com.

20.6 Export Controls, Sanctions and territorial restrictions

You acknowledge and confirm that you are not located or use, export, re-export, or import the Service (or any portion thereof) in or to any person, entity, organization, jurisdiction or otherwise, in violation of the export controls; that you are not organized under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target or comprehensive economic or trade sanctions, or otherwise the target of sanctions.

We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion and to limit the quantities of any content, program, product, service, or other feature that we provide.

20.7 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.

20.8 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.

20.9 Force Majeure

Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting, shortages, strikes, riots, war, fires, terrorism, and governmental action.

20.10 Headings

The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

20.11 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.

21. Contact us

This Agreement and any matter or dispute arising out of or related to the subject matter of the Agreement shall be governed, construed, and enforced in accordance with the Laws of the Republic of Serbia, without regard to its conflict of laws rules.

contact@authoredup.com

TALENTKIT LIMITED

71-75 Shelton Street Covent Garden, London

WC2H 9JQ

UNITED KINGDOM

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