TalentRiver Terms & Conditions

Jun 16, 2025

1. Software:
Company will use commercially reasonable efforts to provide Customer a license to use TalentRiver, a Software as a Service solution streamlining the process of sourcing, screening, and connecting with candidates (“Software”).

2. Technical Support:
Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.

4. Renewal pricing:
The renewal terms, including pricing, may be adjusted by Company and will be communicated at least 60 days before the renewal date.

5. Restrictions and Responsibilities:
Customer agrees not to:

  • Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Software

  • Modify, translate, or create derivative works based on the Software

  • Use Software for timesharing or service bureau purposes

  • Remove proprietary notices or labels from Software

6. Compliance with Laws:
Customer represents and warrants that it will use the Services only in compliance with applicable laws and Company’s standard published policies.

Customer agrees to indemnify and hold Company harmless against any claims arising from Customer’s misuse of Services.
Company may monitor use and prohibit any suspected violations.

7. Equipment:
Customer is responsible for obtaining and maintaining all equipment and services necessary to access the Software, including:

  • Modems, hardware, servers, software, operating systems, networking, and web servers

  • Account and data security, including passwords and file access

8. Confidentiality. Proprietary Rights:
Each Party (“Receiving Party”) agrees to protect any confidential or proprietary information disclosed by the other (“Disclosing Party”), including:

  • Company’s Proprietary Information: Non-public features, functionality, and performance of Software

  • Customer’s Proprietary Information: Non-public Customer Data used during the Pilot

Obligations do not apply to information that:

  • Is publicly available

  • Was already known or rightfully disclosed by a third party

  • Was independently developed

  • Is required to be disclosed by law

9. Customer Data:
Customer retains ownership of all Customer Data and any data derived from it.

Customer grants Company a perpetual, non-exclusive, royalty-free license to use aggregated or de-identified data for providing and improving the Software.

10. Company Property:
Company retains all rights to:

  • The Software and any improvements or modifications

  • Related technology or inventions developed during the Pilot

  • Intellectual property rights associated with the above

11. Data Processing Agreement:
A separate Data Processing Agreement is entered between the Parties and is available at:
https://www.talentriver.ai/articles/dpa

12. Marketing:
Customer grants Company the right to use Customer’s name, logo, and public statements in marketing materials, including:

  • Website

  • Presentations

  • Case studies

  • Sales and pitch decks

Use will comply with any brand guidelines provided.

13. Warranty and Disclaimer:
Company will make reasonable efforts to maintain Software uptime and functionality.
Scheduled and unscheduled maintenance may occur, and Company will attempt to provide prior notice when possible.

The Software is provided “as is”, and Company disclaims all warranties, including:

  • Implied warranties of merchantability

  • Fitness for a particular purpose

  • Non-infringement

14. Limitation of Liability:
Except for bodily injury, neither Company nor its suppliers, affiliates, or contractors will be liable for:

  • Errors, interruptions, or data loss

  • Indirect, incidental, special, or consequential damages

  • Issues beyond Company’s reasonable control

  • Total liability exceeding fees paid in the 12 months prior to the event giving rise to liability

This limitation also applies to the Customer.

15. Independent Contractors:
Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
The Parties remain independent contractors.

16. Governing Law:
This Agreement is governed by the laws of Sweden, without regard to conflicts of law principles.

17. Final Provisions:

  • This is the entire agreement between the Parties

  • Modifications must be in writing and signed by both Parties

  • Failure to enforce any provision does not constitute a waiver

  • If any provision is unenforceable, others remain in effect

  • Agreement may be executed via electronic or facsimile signatures in counterparts

  • No Party may assign the Agreement without prior written consent

  • Notices must be delivered personally, via overnight courier, or by email

  • Section headings are for reference only

18. Survival:
The following sections survive termination or expiration:
8 (Confidentiality. Proprietary Rights), 14 (Limitation of Liability), 16 (Governing Law), and 17 (Final Provisions).