Terms of Service

Last Updated: February 17, 2025.

These Terms of Service (this “Agreement”) govern your use of the Services (defined below), including through our website or online sign-up or as purchased under an applicable Order Form (defined below). To make this Agreement easier to read, the terms “Talent Protocol,” “we,” and “us” refer to Reputation DAO LLC, registry code 10070-24, address 852, Long Island Rd, Majuro, 96960, Marshall Islands, and the terms “you”, “your”, or “Subscriber” refer to you and any organization that you are acting on behalf of or has authorized you to use these Services (including the organization set forth on an applicable Order form). If you are using the Services on behalf of an organization (such as your employer, a decentralized autonomous organization, or other legal entity), you represent and warrant that you have the authority to bind that entity to this Agreement. You and Talent Protocol may be referred to herein collectively as the “Parties” or individually as a “Party”.

BY USING THE SERVICES, CLICKING A BUTTON OR CHECKBOX TO ACCEPT OR AGREE TO THESE TERMS, OR IF YOU HAVE ENTERED INTO AN ORDER FORM TO OBTAIN THE RIGHT TO USE THE SERVICES, THEN YOU AGREE TO BE FULLY BOUND BY THIS AGREEMENT.

1. DEFINITIONS.

1.1. “Authorized User” means an employee or contractor that you authorize to Use the Services.

1.2. “Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list, and other similar materials in hard copy or electronic form (including at https://docs.talentprotocol.com) if, as provided by Talent Protocol to you (including any revised versions thereof), they relate to the Services, which may be updated by us from time to time.

1.3. “End User” means a third-party individual or entity that utilizes or accesses applications you provide or create using the Services.

1.4. “Effective Date” means the effective date set forth on an Order Form, or if you have not entered into an Order Form then the date you first access or use the Services.

1.5. “Intellectual Property Rights” means patent rights (including patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

1.6. “Licensed Volume” means the limits, volume, or other measurement or conditions of permitted Use for the applicable Service as set forth on our website or in the applicable Order Form.

1.7. “Order Form” means an order form (such as the Talent Protocol Service Order Form) or other ordering document agreed to in writing or electronically by you and Talent Protocol that references this Agreement and sets forth the applicable Services to be provided by Talent Protocol.

1.8. “Platform Data” means any data that is derived or aggregated in deidentified form from (i) Your Data; or (ii) your and/or your Authorized Users’ use of the Services, including any hardware metrics (if applicable), software event logs, globally unique identifiers for files, usage data or trends with respect to the Services.

1.9. “Talent Protocol IP” means the Services, the Software, algorithms, interfaces, technology, databases, tools, know-how, processes, and methods used to provide or deliver the Services or support your use thereof, Account Data, Documentation and Platform Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.

1.10. “Restricted Data” means data containing card holder data as defined in the Payment Cards Industry Data Security Standard (“PCI DSS”) or any other regulated data that is described as Restricted Data in an Order Form.

1.11. “Services” means Talent Protocol’s cloud-hosted infrastructure, developer tools, and application programming interfaces (APIs), as more particularly described or identified on Talent Protocol's website or otherwise in an applicable Order Form, and any Updates, patches, bug fixes and upgrades that Talent Protocol elects to provide to you.

1.12. “Software” means the underlying software made accessible as part of or provided in conjunction with the Services.

1.13. “Third Party” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority, or other entity.

1.14. “Use” means to use and/or access in accordance with this Agreement and the Documentation.

1.15. “Updates” means any changes that Talent Protocol may at its discretion implement as generally available without requiring payment of additional fees. Updates do not include new offerings that Talent Protocol makes available for an additional charge.

1.16. “Your Data” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you or your End Users through the Services or to us in connection with your use of the Services, but excluding, for clarity, Account Data, Platform Data, Restricted Data and any other information, data, data models, content or materials owned or controlled by us and made available through or in connection with the Services.

2. SERVICES; ACCESS AND USE.

2.1. Access to Services & License to Software. Subject to Your continued and full compliance with the terms and conditions of this Agreement, Talent Protocol hereby grants you during the Term (i) the right to Use the Services solely for your internal business purposes in accordance with, and subject to, the Licensed Volume; and (ii) a limited, non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 14.6) license to Use the Software. The Services and Software are deemed delivered to you upon the provision of access for your benefit.

2.2. Use Restrictions. You will not at any time and will not permit any Third Party or Authorized User to, directly or indirectly: (i) use the Services in any manner beyond the scope of rights expressly granted in this Agreement; (ii) store, transmit or transfer any Restricted Data within or in connection with the Services; (iii) modify or create derivative works of the Services or Documentation, in whole or in part; (iv) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any Software component of the Services, in whole or in part; (v) frame, mirror, sell, resell, rent or lease use of the Services to any other Third Party, or otherwise allow any Third Party to use the Services for any purpose other than for your benefit in accordance with this Agreement, unless otherwise agreed in writing by Talent Protocol; (vi) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Third Party, or that violates any applicable law; (vii) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (viii) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than Software or Services features provided, or authorized, by Talent Protocol for use expressly for such purposes; (ix) use the Services, Documentation, or any other Talent Protocol Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license, or sell any product, service or technology that could, directly or indirectly, compete with the Services; or (x) multiplex or spread usage across multiple accounts or otherwise circumvent usage or capacity limits or the Licensed Volume; (xi) use scraping techniques to mine or scrape data from the Services; or (xii) use the Services to transmit harmful code, file, scripts, agents, or programs, including viruses, worms, time bombs, or Trojan horses; or (xiii) attempt to gain unauthorized access to Talent Protocol’s systems or networks. Portions of the Services may include notices of open source or similar licenses, and you will comply with such licenses.

2.3. Authorized Users. You will not allow any Third Party other than Authorized Users to Use the Services. You may permit Authorized Users to Use the Services, provided that (i) the Use does not exceed the Licensed Volume; and (ii) you ensure each Authorized User complies with all applicable terms and conditions of this Agreement. You are responsible for acts or omissions by Authorized Users in connection with using the Services. You will, and will require all Authorized Users to, use all reasonable means to secure user names, passwords, API keys, hardware, and software used to access the Services in accordance with standard security protocols (e.g., multi-factor authentication), and will immediately notify us if you know or reasonably suspect that any user name, password, or API key has been compromised. Talent Protocol will not be liable, and you will be solely responsible, for (A) any unauthorized access, damage or loss that may occur through the use or misuse of your user names, passwords, API keys, hardware or software; or (B) any activities that occur under any account issued to or created by you in connection with your use of the Services, including any unauthorized access or use of any such account, in each case, except to the extent proven to have been directly caused by Talent Protocol’s gross negligence, willful misconduct, or fraud. Talent Protocol may process personal information about your and Authorized Users’ Use of the Services (“Account Data”) in accordance with the Talent Protocol Privacy Notice (https://docs.talentprotocol.com/docs/legal/privacy-notice). For example, Account Data includes an Authorized User’s login data and related usage data. Account Data is not Your Data, and the Talent Protocol Privacy Notice does not apply to Your Data.

2.4. Third-Party Services. Certain features and functionalities within the Services may allow you or your Authorized Users to interface or interact with, access, or use compatible third-party services, products, software, technology, and content (collectively, “Third-Party Services”) through or integrated with the Services. We do not provide the Third-Party Services and are not responsible for any compatibility issues, errors, or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Your use of any Third-Party Service is at your own risk. You are solely responsible for obtaining any associated licenses and consents to the extent necessary for you to use the Third-Party Services in connection with the Services. Your use of the Third-Party Services may be subject to separate terms and conditions set forth by the provider (including disclaimers or warnings), separate fees or charges, or a separate privacy notice. You are responsible for understanding and complying with any such terms or privacy notice.

2.5. Third Party Reports. As an intermediary, Talent Protocol may receive notices from third parties (“Reporters”) regarding Your Data or your use of the Services (“Reports”). Talent Protocol will forward Reports directly to an email address provided by you designated to receive Reports (the “Abuse Contact”). Talent Protocol may provide the Abuse Contact to a Reporter inquiring about Your Data or your use of the Services.

2.6. Service Notices. If Talent Protocol learns or reasonably suspects that you are violating your obligations under this Section 2 or Section 6, Talent Protocol will notify the Abuse Contact by email (the “Service Notice”) and request that you take appropriate action, including ceasing problematic usage, changing a configuration, updating account credentials or removing certain of Your Data. If you fail to comply with a Service Notice within the time period set forth in the Service Notice, Talent Protocol may block your access to the Services until the requested action is taken. If you fail to take the required action within ten (10) days or fail to comply with your obligations under Section 2.1-2.3 or Section 6.3 & 6.4 on two (2) or more occasions during any rolling twelve (12) month period, Talent Protocol may terminate the Agreement immediately for cause. Without limiting the foregoing, Talent Protocol may suspend your access immediately if your use may (i) create a security risk; (ii) violate laws or regulations; (iii) breach this Agreement; or (iv) subject us or any third party to liability. We also reserve the right to restrict your API requests if your usage exceeds the Licensed Volume or other throughput limitations. All limitations of access, suspensions, and terminations for cause shall be made in Talent Protocol’s sole discretion and Talent Protocol shall not be liable to you or any third party for any suspension or termination of your account or access to the Services.

2.7. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Talent Protocol reserves and, as between the Parties, will solely own the Talent Protocol IP and all rights, title, and interest in and to the Talent Protocol IP. Talent Protocol reserves the right to modify the Services by adding, deleting, or modifying features to improve the user experience or otherwise in our reasonable discretion. No rights are granted to you hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

2.8. Security Measures. Talent Protocol has implemented technical and organizational measures to ensure the security and integrity of the Services consistent with industry standard practices. These safeguards will include measures for preventing unauthorized access, use, modification, deletion, and disclosure of Your Data by Talent Protocol personnel. However, you are responsible for the accuracy, legality, and appropriateness of Your Data, and for adequate security, protection and backup of Your Data when in your possession or control.

2.9. Copyright & Trademark Notices. The Services may contain material including software, text, images, recordings, or audiovisuals that are owned by us or licensed by third parties. You agree to maintain and not remove or obscure any copyright, trademark, logos, or other proprietary notices in the Services, Software, or associated media.

3. FEES AND PAYMENT.

3.1. Fees. You will pay Talent Protocol the non-refundable fees set forth in your online checkout, or in an applicable Order Form in accordance with the terms therein (“Fees”) and without offset or deduction. IF YOU HAVE SIGNED UP FOR AUTOMATIC BILLING, YOU AGREE THAT WE MAY CHARGE YOUR SELECTED PAYMENT METHOD (E.G., CREDIT CARD) FOR ANY FEES ON THE APPLICABLE PAYMENT DATE, INCLUDING ANY APPLICABLE TAXES, AND ON A RECURRING BASIS IF APPLICABLE UNTIL YOU PROVIDE WRITTEN NOTICE TO TALENT PROTOCOL (VIA EMAIL OR THE SERVICES) THAT YOU ARE CANCELLING YOUR SUBSCRIPTION. We may increase or add new fees or charges for Services by using commercially reasonable efforts to notify you. You agree to provide accurate and updated name, company name, address, and billing information. If we cannot charge your selected payment method for any reason (such as card expiration or insufficient funds), you will remain responsible for any uncollected amounts, and we will attempt to charge you after you update your payment method information. In accordance with applicable law, we may update information regarding your selected payment method if provided such information by your financial institution. Fees shall not be contingent upon any as-yet-unreleased functionality or features or any statements not set forth in the Agreement or Order Form. For clarity, the Fees do not include any fees owed to any third party or for Third Party Services, including any fees payable to your hosting provider in connection with the download, upload, or transmission of Your Data.

3.2. Taxes. You are responsible for all sales, use, ad valorem and excise taxes, value added, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, multinational, or local governmental regulatory authority on any amount payable by you to Talent Protocol hereunder, other than any taxes imposed on Talent Protocol’s income. In the event that you are required to deduct or withhold any taxes from the amounts payable to Talent Protocol hereunder, you will pay an additional amount, so that Talent Protocol receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

4. CONFIDENTIAL INFORMATION.

4.1. As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. In particular, Confidential Information includes: (i) Talent Protocol IP; (ii) Your Data; (iii) any other information that by its nature would be understood by a reasonable person to be confidential, including but not limited to pricing, software, algorithms, business plans, product plans, technical information, or business processes disclosed by either Party. However, Confidential Information will not include any information or materials that: (i) were at the time of disclosure, or have subsequently become, generally known or available to the public through no act or omission of the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.

4.2. The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency, or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

4.3. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

4.4. The terms and conditions of any negotiated agreement or pricing proposal will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or potential acquirers, investors, or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

5. SUPPORT AND SERVICE LEVELS.

Talent Protocol will provide support services according to its standard support terms, which Talent Protocol may update from time to time. Service level commitments may be procured for an additional charge under an applicable Order Form.

6. YOUR MATERIALS AND DATA.

6.1. As between you and Talent Protocol, you own and retain all right, title, and interest in and to all Your Data.

6.2. You hereby grant Talent Protocol a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, and modify Your Data solely for the purpose of hosting, providing, operating, and improving the Services and Talent Protocol’s other related products, services, and technologies during the Term or as otherwise required by applicable law. Talent Protocol may generate and use Platform Data to provide, operate, and improve the Services or for any lawful purpose.

6.3. You represent and warrant that you have obtained and will obtain and continue to have, during the Term, all necessary rights, authority, consents, and licenses for the access to and use of Your Data (including any personal data provided or otherwise collected pursuant to your privacy policy) as contemplated by this Agreement.

6.4. You represent and warrant that Talent Protocol’s access or receipt of Your Data in accordance with this Agreement will not violate any applicable laws, rules, or regulations (including but not limited to privacy laws or cause a breach of any agreement or obligations between you and any third party.

7. REPRESENTATIONS AND WARRANTIES.

7.1. Mutual. Each Party represents and warrants to the other Party as of the Effective Date that (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; and (ii) the execution and performance of this Agreement are within the corporate powers of such Party, have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement.

7.2. Talent Protocol Warranties. Talent Protocol represents and warrants as of the Effective Date that (i) it will provide the Services in a professional and workmanlike manner in accordance with industry standards; and (ii) the Services will substantially conform to the Documentation. The sole remedy for a breach of the foregoing warranty shall be the refund of a pro-rated amount of the Fees paid for the remaining portion of the Term.

8. INDEMNIFICATION.

8.1. Talent Protocol Indemnification. Subject to Section 8.2, Talent Protocol will defend you against any claim, suit or proceeding brought by a third party (“Claims”) alleging that your Use of the Services infringes or misappropriates such third party’s Intellectual Property Rights, and will indemnify you and hold you harmless against any damages, costs, fees (including reasonable attorneys’ fees), or expenses (“Losses”) finally awarded against you in a non-appealable order or agreed in settlement by Talent Protocol resulting from such Claim.

8.2. Exclusions. Talent Protocol’s obligations under Section 8.1 will not apply to the extent the underlying third-party Claim arises from: (i) your breach of this Agreement, negligence, willful misconduct, or fraud; (ii) Your Data; (iii) modifications or combinations of the Services with software, data or materials not provided by Talent Protocol; or (iv) any use of Services after we have notified you to discontinue such use.

8.3. IP Remedies. If Talent Protocol reasonably believes the Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, Talent Protocol may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Services, or any component or part thereof, to make it non-infringing; or (ii) procure the right for you to continue Use. If Talent Protocol determines that neither alternative is commercially reasonable, Talent Protocol may terminate this Agreement, in its entirety or with respect to the affected component, and refund a pro-rated amount of any Fees paid for the remaining portion of the Term. The rights and remedies set forth in this Section 8 will constitute your sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Services.

8.4. Your Indemnification. Subject to Section 8.5, You will defend Talent Protocol against Claims and indemnify and hold Talent Protocol harmless from any Losses finally awarded against Talent Protocol in a non-appealable order or agreed by you in settlement, to the extent arising from (i) Your Data, including any Claim that Your Data infringes, misappropriates, or otherwise violates any third party’s Intellectual Property Rights or privacy or other rights; (ii) your breach of this Agreement or violation of applicable law, rule, or regulation; (iii) your products or services, or any dispute between you and your End Users; (iv) any fraud, misrepresentation, misstatement, or false advertising claims arising from Talent Protocol’s marketing of your products or services as instructed or approved by you.

8.5. Indemnification Procedures. The Party seeking defense and indemnity (the “Indemnified Party”) will promptly (and in any event no later than thirty (30) days after becoming aware of any Claim) notify the other Party (the “Indemnifying Party”) of the Claim for which indemnity is being sought, and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party shall have the sole control of the defense of any Claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written approval). The Indemnified Party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel.

9. WARRANTY; DISCLAIMER.

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES, AND OTHER TALENT PROTOCOL IP ARE PROVIDED ON AN “AS IS” BASIS, AND TALENT PROTOCOL MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU, YOUR AUTHORIZED USERS, OR ANY OTHER PARTY REGARDING THE TALENT PROTOCOL IP, THE SERVICES, OR ANY OTHER SERVICES OR MATERIALS PROVIDED BY OR ON BEHALF OF TALENT PROTOCOL HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TALENT PROTOCOL DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, TALENT PROTOCOL DISCLAIMS ANY WARRANTY THAT USE OF THE SERVICES, ANY TALENT PROTOCOL IP, OR SERVICES, THE INTERNET, NETWORK, BLOCKCHAIN NETWORK, OR SYSTEMS INFRASTRUCTURE, OR OTHER THIRD-PARTY SERVICES UNDERLYING THE SERVICES WILL BE ERROR-FREE, BUG-FREE, OR UNINTERRUPTED. YOUR USE OF THE SERVICES AND ANY CONCLUSIONS DRAWN THEREFROM ARE AT YOUR OWN RISK AND YOU WILL BE SOLELY LIABLE AND RESPONSIBLE FOR ANY DAMAGE OR LOSS RESULTING THEREFROM. YOU UNDERSTAND THAT DIGITAL ASSETS AND CRYPTOASSETS ARE SUBJECT TO MARKET VOLATILITY, AND THAT THE COST AND SPEED OF BLOCKCHAIN NETWORKS ARE VARIABLE AND CANNOT BE CONTROLLED BY TALENT PROTOCOL. YOU ASSUME FULL RESPONSIBILITY FOR ALL RISKS OF ACCESSING AND USING THE SERVICES TO INTERACT WITH BLOCKCHAIN NETWORKS.

10. LIMITATIONS OF LIABILITY.

10.1. Exclusion of Damages. EXCEPT FOR: (I) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (II) BREACH OF YOUR PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, FUNDS, ASSETS, PROFITS, REVENUE, GOODWILL, REPUTATION, OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

10.2. General Liability Cap. Except for claims related to breaches of confidentiality, misuse of the API, or indemnification obligations, neither party’s total liability under this Agreement will exceed the total fees paid by you for the API Credits purchased under this Agreement. This limitation applies regardless of the legal theory (e.g., contract, negligence, etc.) and even if the party was advised of the possibility of such damages.

11. TERM AND TERMINATION.

11.1. Term. This Agreement begins on the Effective Date and continues until all credits purchased under the relevant Order Form have been fully used (the "Term"). If the credits are exhausted, this Agreement will automatically terminate unless a new Order Form is executed to purchase additional credits.

11.2. Termination by You. If you are on Free tier, you may terminate this Agreement at any time by ceasing to use the Services.

11.3. Termination for Breach. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.

11.4. Termination by Talent Protocol. Talent Protocol may terminate this Agreement by providing fourteen (14) days’ written notice to you and refund a pro-rated amount of any Fees paid for the remaining portion for the Term.

11.5. Survival. This Section 11.5 and Sections 1, 2.2, 2.3, 2.4, 2.7, 3, 4, 6, 8, 9, 10, 11.5, 11.6, 12, 13, and 14 survive any termination or expiration of this Agreement.

11.6. Effect of Termination. Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 2.1 will terminate; and (ii) you will return or destroy, at Talent Protocol’s sole option, all Talent Protocol Confidential Information in your possession or control, including permanent removal of such Talent Protocol Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in your possession or under your control, and at Talent Protocol’s request, certify in writing to Talent Protocol that the Talent Protocol Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect your obligation to pay all outstanding Fees through the effective date of expiration or termination, or entitle you to any refund.

12. DISPUTE RESOLUTION; ARBITRATION & CLASS WAIVER

12.1. Mandatory Arbitration. If a dispute, claim, or controversy arises out of or relates to this Agreement, the Parties will first attempt to resolve it through good-faith negotiations. If the Parties cannot resolve the dispute within sixty (60) days, the dispute will be resolved by binding, individual arbitration administered by a mutually agreed-upon arbitration provider. The arbitration will take place in the Marshall Islands, unless otherwise agreed by the Parties. Each Party waives the right to a trial by jury or to participate in a class action or representative proceeding.

12.2. Arbitration Rules. The arbitration will be conducted according to the rules of the chosen arbitration provider. The arbitrator will have exclusive authority to decide all issues, including the interpretation, enforceability, and scope of this arbitration agreement.

12.3. Injunctive Relief. Nothing in this Agreement prevents either Party from seeking injunctive or equitable relief (e.g., to protect intellectual property rights, confidentiality, or enforce an arbitration award) in a court of competent jurisdiction.

12.4. Class Action Waiver. Both Parties agree to bring claims against each other only in their individual capacity, and not as a plaintiff or class member in any class, representative, or consolidated action. The arbitrator may not consolidate claims or preside over any form of class or representative proceeding.

13. GOVERNING LAW

13.1. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the applicable laws of the Marshall Islands, without regard to conflicts of laws principles.

14. GENERAL

14.1. Entire Agreement. This Agreement, including any exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties. In the event of any conflict between this Agreement and any Order Form, the Order Form shall prevail.

14.2. Publicity. You hereby grant Talent Protocol a right and license to (i) use your name and logo on its website; (ii) use a general description of your relationship with Talent Protocol in press releases and other marketing and promotional materials and appearances; and (iii) use you upon reasonable request as a reference account and for other marketing events including with press, analysts, and Talent Protocol’s existing or potential investors or customers. Any such use will be consistent with any branding guidelines provided by you and shall in no way demean or disparage you.

14.3. Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be sent, if to Talent Protocol, to [e-mail] or, if to you, then to the contact information you have provided to Talent Protocol.

14.4. Waiver. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

14.5. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions will remain in full force and effect.

14.6. Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, either Party may assign or transfer this Agreement to a third party that succeeds to all or substantially all of the assigning Party’s business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

14.7. Equitable Relief. Each Party agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or your breach of Section 2.2 would cause the other Party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

14.8. Force Majeure. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, which may include labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God.

14.9. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement will be construed to establish any partnership, joint venture or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Party’s prior written consent.

14.10. No Third-Party Beneficiaries. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Third Party.

14.11. Changes to Agreement. Talent Protocol may modify this Agreement from time to time. Any changes will be posted on our website and the Agreement will indicate the date it was last updated. The changes will become effective thirty (30) days after posting. By continuing to use the Service you are deemed to have accepted any updated terms. If you do not agree to the updated terms you must notify us and discontinue using the Service.