Kennect Beta Program Terms of Use

Welcome to KENNECT by TalentWise!

The following terms and conditions, together with any documents expressly incorporated herein by reference, (collectively, these "Terms of Use"), govern your access to and use of the Kennect.com (the "Site"), including any features, content, applications, functionality and services offered on or through Kennect.com (together with the Site, the "Services"), whether as a guest or a registered user. The Site is owned and operated by TalentWise, Inc. ("TalentWise" or "we").

Please read the Terms of Use fully and carefully before using the Site. By accessing and using the Site or by clicking to accept or agree to the Terms of Use when such option is made available to you, you (either as an individual or an entity) accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at http://www.kennect.com/privacy, incorporated herein by reference. You may use the Services only if you have the authority to form a contract with us and are not barred under any applicable laws from doing so. Persons who are not 18 years of age are not eligible to use the Services. If you are agreeing to these terms on behalf of an entity, you represent and warrant that you have the authority to bind such entity to these Terms of Use, and any references to "you" or "your" in these Terms of Use refer to such entity and all of its employees, consultants, and agents. If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Site.

DESCRIPTION OF THE SERVICES. KENNECT by TalentWise is a workforce management solution intended for use by small businesses.

KENNECT BETA PROGRAM. We wish to beta test the Services prior to the general commercial release of the Services ("Beta Test"). The Beta Test will begin upon the Effective Date of these Terms of Use and shall continue until we post an update to these Terms of Use. During the Beta Test, the Services will be available to Users free of charge ("Beta Services"). After the Beta Test, we may choose, in our sole discretion, to charge for any or all of the Services. Contact us at support@kennect.com if you no longer wish to participate in the Beta Test.

You acknowledge that a key objective for the Beta Test is for us to learn about the performance of the Beta Services. You shall use reasonable efforts to promptly report to us any problems arising out of or related to the use of the Beta Services you are testing, as well as provide suggestions for enhancement, comments or any other feedback, whether oral or written, with respect to the Beta Products ("Feedback"). You agree to provide us with reasonable Feedback regarding the performance, features, or other aspects of the Beta Services being tested. You may send feedback to us by email at support@kennect.com or by phone to 1-888-341-5607. You agree that we may contact you via email, phone or other means to solicit your Feedback regarding your experiences with the Beta Test and Beta Services and about other matters related to your participation in the Beta Test. All Feedback provided by you shall be considered our intellectual property and owned solely by us. Additionally , we shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided by you as we see fit in our sole discretion, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

BETA SERVICES DISCLAIMER. YOU ACKNOWLEDGE THAT THE BETA SERVICES PROVIDED HEREUNDER ARE PRE-RELEASE PRODUCTS. YOU ACKNOWLEDGE THAT THE BETA SERVICES MAY CONTAIN ERRORS AND DEFECTS AND ARE NOT FINAL PRODUCTS. THE BETA SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU AGREE THAT WE HAVE NO OBLIGATION TO MAKE THE BETA SERVICES AVAILABLE FOR USE WITHOUT CHARGE FOR ANY PERIOD OF TIME, OR TO MAKE THEM GENERALLY COMMERCIALLY AVAILABLE. The entire risk arising out of the use or performance of the Beta Services remains with you. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE BETA SERVICES DURING THE BETA TEST, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. For avoidance of doubt, this Beta Services disclaimer is in addition to, and not in lieu of, any other disclaimers set forth in these Terms of Use.

ACCOUNT REGISTRATION . You must complete the registration process to open an account by providing us with current, complete and accurate information as required by the applicable registration form. If you create an account on behalf of an entity, you may authorize individuals (including, without limitation, your employees, consultants, contractors, agents, and candidates applying for employment) to access and use the Services through your account ("Users"), provided in all cases that the use is solely for the benefit of your internal business purposes and is in accordance with these Terms of Use. Users will be supplied user identifications and passwords by you (or by us at your request). You agree not to share your password(s), account information, or access to the Services with any other person. You are responsible for maintaining the confidentiality of password(s) and account information, and you are responsible for all activities that occur through the use of your password(s) or account(s) or as a result of your access to the Services. You agree to notify us immediately of any use of your password(s) or account(s) that you did not authorize or that is not authorized by these Terms of Use.

MODIFICATIONS; DISCONTINUACE OF SERVICES. We reserve the right, in our sole discretion, to modify and update these Terms of Use from time to time. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of modified Terms of Use means that you accept and agree to the changes therein. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. We reserve the right monitor the use of the Services and, in our sole discretion, to temporarily or permanently change, suspend, restrict or discontinue all or portions of the Services at any time and without notice to you. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period.

LICENSE TO USE THE SERVICES . Subject to these Terms of Use, we grant you a limited, non-transferable, non-exclusive right to access and use the Services via a web-browser for your internal business use. Nothing in the Terms of Use shall obligate us to deliver or otherwise make available any copies of computer programs or code from the Service to you, whether in object code or source code form. You may not remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings within the Services. You may not transfer, resell, sublicense or otherwise make available the Services to third parties other than Users.

LICENSE TO YOUR DATA . The Site may allow you and your Users to upload, submit, store, send and/or receive data, information or materials, including forms, attachments, media and files ("Your Data") in connection with your or your Users? access or use of the Services. Your Data may include Personally Identifiable Information ("PII") which for the purposes of these Terms of Use shall mean the subset of Your Data consisting of individually identifiable information or data that identifies or can be used to identify, contact or locate an individual. You represent and warrant that you have obtained all rights, permissions and consents necessary for you or your Users to use Your Data in connection the Services, and for us to use and disclose Your Data as set forth in these Terms of Use. You understand and acknowledge that all Your Data uploaded or submitted to the Site shall be subject to our Privacy Policy as such Privacy Policy may be updated and posted on the Site from time to time. In addition, you represent and warrant that you will comply with all applicable privacy and data protection laws with respect to the PII that you transfer, provide access to or otherwise provide to us under these Terms of Use. You acknowledge that you are responsible for the distribution of Your Data by your Users via the Services, and that we will have no liability in connection with any disclosure of Your Data that is authorized by you or your Users the Services.

YOUR RESPONSIBILITIES. You shall: (i) be responsible for your and your Users? compliance with these Terms of Use, and for all access to and use of the Services that occurs under any of your or your Users? accounts (and accordingly, to keep confidential and safeguard any login credentials for the Services), (ii) be solely responsible and liable for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Your Data and provide us with all information and data that we require in order to perform the Services, (iii) be responsible for obtaining, maintaining, and supporting all internet access and other equipment and services necessary for your use and access to the Services, (iv) be responsible for maintaining and protecting all of Your Data (we will not be liable for any loss or corruption of Your Data, or for any costs or expenses associated with backing up or restoring any of Your Data), (iv) promptly notify us of any unauthorized access or use of any of your or your Users? login credentials or accounts or any other known or suspected breach of security, and (v) use the Services in accordance with applicable laws and government regulations. User accounts are for individual, named Users and cannot be shared or used concurrently or by more than one User. We will not be liable for any breach of security resulting from your or your Users? failure to (a) maintain the confidentiality of its login credentials or (b) fulfill its security and confidentiality obligations under this Agreement.

OUR RESPONSIBILITIES. We believe that security of Your Data is of the utmost importance. We will maintain reasonable administrative, physical, and technical safeguards for the Services designed to protect the security, confidentiality and integrity of Your Data. In providing Services to you, we may process PII in connection with these Terms of Use and will act only as a "data processor" (or an equivalent term under applicable law) with respect to such data. Consequently, we will only process PII in accordance with instructions from you and to carry out our obligations under these Terms of Use and to comply with our obligations under applicable law. This may include making available Your Data to third-party services outside the Services as directed by you or your Users. In addition, we shall not knowingly (i) use Your Data for any purpose other than to exercise our rights and perform our obligations in providing the Services pursuant to these Terms of Use (ii) modify Your Data, except as instructed by you, (iii) disclose Your Data, except as compelled by law or as necessary to provide the Services hereunder, including disclosing it to (a) Users in connection with your or your Users? use of the Services and in accordance with the license granted by you in these Terms of Use; (b) to enforce these Terms of Use; and (c) our service providers who act on our behalf in providing the Services, or (iv) access Your Data, except as reasonably necessary to prevent or address service or technical problems, to respond to your or your Users? request in connection with customer support matters, for statistical reporting purposes, or as reasonably necessary to protect you, your Users, or us.

In addition to certain information about you and your Users, including your account information that is needed to provide you with the Services, we may maintain other information about you and your Users, including the duration and frequency of your use of the Services, the pages viewed, and other such anonymous usage data (collectively "Usage Data"). We may use the Usage Data for internal business purposes, including improving, testing and providing the Services. We may aggregate, use, distribute, and publish such Usage Data regarding use and functioning of the Services by our guests and registered users and disclose such Usage Data in aggregate form for statistical analysis, market analysis, financial analysis, promotion and other such purposes. Such Usage Data shall be our sole property.

RESTRICTIONS . You will not, and will ensure that your Users do not: (a) use the Services to upload, transmit, or otherwise distribute any content that is unlawful, threatening, defamatory, fraudulent, obscene, infringing, or otherwise unlawful content, including without limitation any spam or otherwise objectionable as reasonably determined by us; (b) store, submit, or distribute viruses, worms, time bombs, malicious code, or any other items of a harmful nature; (c) use the Services for any unlawful purpose or to engage in any activity that violates applicable law or the rights of others; (e) engage in any activity that interferes with or disrupts the Services or third party data contained therein; (f) attempt to gain unauthorized access to the Services or their related systems or networks; (g) make derivative works of, disassemble, or attempt to reverse compile or reverse engineer any part of the Services, or access the Services or in order to build a similar or competitive product or service (or contract with a third party to do so). If we reasonably suspect or otherwise identify any breach by you or your Users of this paragraph, we may immediately suspend or terminate your use and/or access to the Services.

THIRD PARTY SERVICES. The Site may provide links to other websites, services or resources ("Third Party Services"), and other websites, services or resources may contain links to the Site. If you choose to access or use any Third Party Services through the Site, you may be required to obtain access the Third Party Services directly from the third party, and may be required to grant us access to your account with such third party. If Company decides to access or use any Third Party Services through the Site, Company understands and agrees that we may allow such third parties to access Your Data and/or we may transfer Your Data to such third parties as required for your use of the Third Party Services. We shall not be responsible for any disclosure, modification, or loss of Your Data arising from or related to (i) your use of Third Party Services, or (ii) the transfer of Your Data between the Site and the third party in connection with the Third Party Services. Any exchange of Your Data between you and any third party is solely between you and the third party. We do not warrant or support any Third Party Services. You acknowledge that we are not responsible or liable for the content, functions, legality, accuracy or any other aspect of such Third Party Services. We may limit, substitute, change or eliminate any Third Party Services available through or used in connection with the Services without liability and without notice.

COMPLIANCE WITH LAWS/DISCLAIMERS . You must abide by all applicable federal, state, local, and foreign laws, rules and regulations in connection with your use of the Services, including, without limitation, any laws, rules and regulations regarding the export of data to and from the US or other countries, data privacy, the transmission of PII, human resources and employment ("Laws").

It is your sole responsibility to monitor your and your Users? use of the Service to ensure that such use complies with and is in accordance with all applicable Laws, including, without limitation, applicable human resources and employment-related laws, rules and regulations. In no event shall we be responsible or liable for your failure to comply with applicable Laws in connection with your use of the Services.

We do not offer or provide legal advice of any kind. You acknowledge that: (a) any provision of information, forms or materials by us (including these Terms of Use) relating to any applicable Laws and regulations are provided for informational purposes only and do not constitute provision of legal advice or counsel; and (b) neither these Terms of Use nor any other materials or information provided by us purport to reflect the totality of your legal obligation.

Should you choose to meet any of your obligations under applicable Laws through the Services, you acknowledge and agree that you are solely responsible for independently reviewing and verifying that any materials, documents or forms used in connection therewith, whether furnished by us, created by you or another third party, are legally compliant.

TERMINATION. Contact us at support@kennect.com if you wish to terminate your account with us. We may suspend or terminate your use or access to all or any part of the Services at any time without notice and for any reason. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

NO WARRANTY. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THESE TERMS OF USE, THE SERVICES ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE. WE DO NOT GUARANTEE OR WARRANT THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT WE WILL CORRECT ANY OR ALL ERRORS IN THE SERVICES PROVIDED HEREUNDER, (III) WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; OR (IV) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) WILL BE RELIABLE OR ACCURATE.

We will have no responsibility for any damage to your computer system or loss of data that results from the use of the Services.

NO LIABILITY . TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TALENTWISE OR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF ANTICIPATED BENEFITS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CONFIDENTIALITY . Each Party agrees: (i) that it will use (and will ensure that its Users and any approved third parties use) reasonable efforts (which shall be no less than the efforts used to protect its own confidential information of a similar nature) to prevent the disclosure of the other Party's Confidential Information to any person or entity, unless authorized by the other Party; and (ii) it will not use Confidential Information of the other Party for any purpose other than as authorized by this Agreement or by the other Party. As to us, the term "Confidential Information" includes information specifically designated as confidential or that would be understood to be confidential or proprietary by a reasonable person, the features and functions of the Services that are not available to the general public via the public Internet (including screen shots of the same), future product plans, and any documentation or specification provided to you, performance and security test results, and any other proprietary, financial or business information we supply to you. As to you, the term "Confidential Information" includes information specifically designated as confidential or that would be understood to be confidential or proprietary by a reasonable person. Notwithstanding the foregoing, "Confidential Information" shall not include (i) information which is or becomes publicly known through no act of omission of the receiving Party, or (ii) information gained by the receiving Party independent of the disclosing Party. Notwithstanding the foregoing, it shall not be a breach of these Terms of Use to disclose Confidential Information required to be disclosed pursuant to administrative or court order, government or regulatory investigation or requirement, or arbitration or litigation arising out of these Terms of Use; provided, however, that to the extent permissible, each Party shall, in advance of any such disclosure promptly notify the other Party in order to enable the other Party reasonable time to seek a protective order with respect to the requested information or otherwise challenge or oppose the disclosure requirement. The Parties acknowledge that use or disclosure of any Confidential Information of the other Party in a manner inconsistent with these Terms of Use may give rise to irreparable injury to the disclosing Party or to third parties who have entrusted information to the disclosing Party, and such disclosure may be inadequately compensable in damages. Accordingly, in addition to any other legal remedies that may be available at law or in equity, the disclosing Party shall be entitled to seek equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information. For avoidance of doubt, the Services are designed to facilitate sharing of Your Data by you and your Users for permitted purposes. Accordingly, Your Data is not "Confidential Information" for purposes of this paragraph. Our obligations with respect to Your Data are as set forth in the paragraph titled Our Responsibilities.

You acknowledge that we may, now or in the future, be engaged in businesses similar to or competitive with yours. Therefore, nothing in these Terms of Use shall limit or restrict us from (i) engaging in any such activities, or (ii) competing in any way with you, or (iii) investing in, providing services to, or pursuing business opportunities with, any entity, even those engaged in the same or related businesses as you, so long as in each instance, we do so without violating these Terms of Use.

INTELLECTUAL PROPERTY OWNERSHIP . As between the parties, you shall retain all right, title and interest to all Your Data (except for the rights expressly granted to us in these Terms of Use). We shall retain all right, title and interest in and to (i) Services and all technology and software used to provide it, and all modifications and/or enhancements to the Services, regardless of the source of inspiration for any such enhancement or modification and regardless of whether you have provided input regarding such modifications and/or enhancements, (ii) proprietary education or training content, and (iii) all intellectual property rights in the foregoing. We reserve all rights that are not expressly granted pursuant to these Terms of Use.

COPYRIGHT . The Services may contain content, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software specifically provided by us or third parties ("Content"). Such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

GOVERNING LAW AND ARBITRATION. These Terms of Use and your use of the Services shall be governed by, construed and enforced in accordance with the internal laws of the State of Washington, without giving effect to principles and provisions thereof relating to conflict or choice of laws irrespective of the fact any one of the Parties is now or may become a resident of a different state. Any controversy or claim arising out of or relating to these Terms of Use or your use of the Services shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be King County, Washington. Except as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the Parties. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to any of the transactions contemplated by these Terms of Use.

EXCLUSIONS AND LIMITATIONS. Some jurisdictions do not allow the disclaimer or exclusion of certain warranties of the disclaimer, exclusion, or limitation of certain liabilities. To the extent that they are held to be legally invalid, disclaimers, exclusions, and limitations set out in these Terms of Use do not apply and all other terms will remain in full force and effect.

MISCELLANEOUS.

Assignment . You shall not assign these Terms of Use, or any rights or obligations hereunder, without our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

Entire Agreement And Severability . These Terms of Use and the Privacy Policy constitute the entire agreement between you and us with respect to the Services, including your use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services.

Severability . If any term or provision of these Terms of Use or any application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of these Terms of Use or the application of such terms or provisions to person or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and each term and provision of these Terms of Use shall be valid and enforceable to the fullest extent permitted by law.

Force Majeure . Neither Party is responsible for any failure to perform under these Terms of Use when such failure arises from or relates to any acts of God, public enemies, acts of terrorism, inability to obtain materials (including necessary data) or reasonable substitutes for materials (including necessary data), inability to obtain power, internet service provider failures or delays, civil war, insurrection, riot or demonstration, fire, flood, explosion, earthquake, accident, strike labor difficulties, work interruption or any other cause beyond its reasonable control.

Relationship Of The Parties . The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have any authority of any kind to bind the other in any respect.

Notices . Unless otherwise specified in these Terms of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

No Waiver . Our failure to enforce any part of these Terms of Use shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Use. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

Headings . The headings in these Terms of Use are for reference only and do not affect the interpretation of this Agreement.

No Construction Against Drafter . The Parties affirm and agree they have had an opportunity to consult with their respective counsel and with such other experts or advisors as they have deemed necessary in connection with these Terms of Use. These Terms of Use shall be construed without any presumption or rule requiring these Terms of Use to be construed against the Party causing these Terms of Use, or any part of it to be drafted.

Electronic Signatures. By using the Services you agree to transact electronically through the Site. You agree your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.

In order to access, fulfill, execute, and retain electronic forms, your computer must be equipped and compatible with the most common operating systems and modern internet browsers.

If you decline to use an electronic signature, you will be able to print your forms and sign them by hand, but will also be required to deliver the hand signed forms to us.

After authorizing the use of your electronic signature you may still withdraw your consent. To do so you must contact us for our withdrawal procedures, and to understand any consequences or fees which may apply.

CONTACT INFORMATION. If you have any questions regarding these Terms of Use, please contact us at support@kennect.com or 1-888-341-5607.

Effective Date: 09/16/2015