Effective Date: April 30, 2025
These terms and conditions (Terms) govern your subscription to and use of the Talentri service (Service), a platform providing access to AI Employees and related functionalities as described on our Website Talentri.co. Your access and use of the Service are based on the subscription package selected by you and agreed upon through the Website or a formal Order (Subscription Tier).
By clicking an acceptance box, paying for your Subscription, or otherwise accessing or using any part of the Service, you agree to be bound by these Terms, which form a binding contractual agreement between you or the company you represent (the ‘Client’, or ‘you’) and Happy Code Ventures LLC, trading as Talentri (‘Talentri’, ‘our’, ‘we’ or ‘us’). You represent and warrant that you have valid authority to enter into these Terms on behalf of any entity you may represent.
We may change these Terms at any time by notifying you (e.g., via email or a notification within the Service). Your continued use of the Service following such an update will represent an agreement by you to be bound by the Terms as amended.
In these Terms, capitalized words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions section at the end of these Terms.
Please read these terms and conditions carefully before agreeing to proceed with your Subscription.
(a) By submitting an order for the purchase of a Subscription on the Website, or by responding to a quote from us indicating that you would like us to provide the Service to you, including any agreed Additional Services (Order), you represent and warrant that: (i) you have the legal capacity and are of sufficient age to enter into a binding contract with us; and (ii) you are authorized to use the debit or credit card or other payment method you provide with your Order.
(b) Submitting or agreeing to an Order constitutes your intention and offer to enter into these Terms.
(a) (The Service) The Service includes access to the Talentri Platform, the provision of AI Employees (including AI Executive Assistants for your designated human employees and other specialized AI Employees for your company, as per your Subscription Tier), associated data processing and storage required for their operation, Support Services, and any agreed Additional Services, to the extent described in your Subscription Tier.
(b) (AI Employee Functionality) Talentri's AI Employees are designed to simulate agency and proactiveness, performing tasks based on recurring schedules, triggers, explicit instructions via their chat interfaces, and information shared between them, as configured within the Service. They operate using automation infrastructure and data storage systems (e.g., Convex).
(c) (Scope of Subscription) Your Subscription includes the benefits and limitations (e.g., number and type of AI Employees, feature access, usage limits) set out on our Website and in your Order (as may be amended from time to time by notice to you).
(d) (Term of Subscription) Your Subscription will commence on the date we make the Service available to you (subject to you paying our Fees), and will continue for the Subscription Period, unless terminated earlier in accordance with these Terms.
(a) (Accounts) To submit an Order or to use the Service, you will be required to sign-up, register, and receive an account through the Website (an Account). Individual users within your organization who interact with the Service (including AI Employees) may also require individual user profiles linked to your company Account (User Accounts).
(b) (Provide Information) As part of the Account registration process and your continued use of the Service, you may be required to provide company and personal information, such as company name, email address, first and last name, secure passwords, billing information, and potentially other details necessary for providing the Service.
(c) (Warranty) You warrant that any information you give to us will always be accurate, honest, correct, and up-to-date.
(d) (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered Client and provide you with an Account.
(e) (Cancellation) We may, in our absolute discretion, suspend or cancel your Account or any User Account for any reason, including for any failure by you or your Users to comply with these Terms.
(a) During the Subscription Period, we grant to you a non-exclusive, non-transferable, revocable licence to access and use the Talentri Platform and the allocated AI Employees solely for your internal business purposes, subject to the limitations of your Subscription Tier and these Terms.
(b) We may from time to time, in our absolute discretion, release enhancements, updates, or modifications to the Platform or the AI Employees (Enhancements). Any Enhancements will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
(c) We will provide the Service in accordance with all applicable Laws and reasonable industry standards.
(d) You acknowledge that AI Employees simulate human interaction and proactiveness but are automated systems. Their performance depends on the data provided, configurations set, and the underlying AI models and infrastructure. We do not guarantee their outputs will always be accurate, complete, error-free, or suitable for any specific purpose. Client oversight and verification of AI Employee actions and outputs are recommended.
You agree to:
(a) You warrant that all information, documentation, data, and other Material (Client Data) you provide to us or input into the Service (including through Linked Accounts or instructions to AI Employees) is complete, accurate, up-to-date, and that you have all necessary rights, licences, and permissions to provide this data and allow Talentri and its AI Employees to access and process it as contemplated by these Terms.
(b) You grant Talentri (and our Personnel and necessary third-party infrastructure providers) a non-exclusive, royalty-free, non-transferable (except as per clause 15.5), worldwide, and revocable (upon termination) licence to use, host, store, process, modify, analyse, reproduce, communicate, and display Client Data solely to the extent necessary to provide, maintain, and improve the Service for you, including enabling the AI Employees to function as intended (e.g., accessing documents in Linked Accounts for knowledge base, processing instructions, generating AI Outputs).
(c) You release us from all liability in relation to any loss or damage arising out of or in connection with the Service, to the extent such loss or damage is caused or contributed to by Client Data being incomplete, inaccurate, out-of-date, infringing, or otherwise deficient.
(d) (Linked Accounts) When you connect a Linked Account (e.g., OneDrive, Google Drive, Dropbox), you authorize Talentri's AI Employees to access and utilize the content within that account based on the permissions you grant, for purposes such as building a knowledge base or retrieving information to complete tasks. You are solely responsible for the content within your Linked Accounts and ensuring you have the rights to use it in connection with the Service.
(a) We collect personal information about you and your Users in the course of providing the Service, to contact and communicate with you, to respond to enquiries, manage Accounts, process payments, and for other purposes set out in our Privacy Policy.
(b) Our Privacy Policy https://www.talentri.co/legal/privacy contains more information about how we collect, use, disclose, and store personal information and details how you can access and correct your personal information.
(c) By agreeing to these Terms, you agree to be bound by our Privacy Policy, which is incorporated herein by reference. You are responsible for ensuring your use of the Service, including the data you provide, complies with applicable privacy laws.
You agree to pay the Fees in the amounts, and at the times, set out in the relevant Order or as displayed on the Website for your chosen Subscription Tier.
You must pay subscription fees to us in the amounts and at the times specified in your Order or on the Website (Subscription Fees). Subscription Fees are typically billed in advance on a recurring basis (e.g., monthly or annually).
We reserve the right to suspend all or part of the Service, including disabling AI Employees, indefinitely if you fail to pay any Fees when due. Late payments may incur interest charges as permitted by law.
Unless required by law or otherwise explicitly stated by us in writing, our Fees are non-refundable, including if you decide to stop using the Service before the end of your current billing cycle.
Unless otherwise indicated, the Fees do not include applicable taxes (e.g., GST, VAT, Sales Tax). You are responsible for paying any such taxes levied on your Subscription, subject to us providing a valid tax invoice if required by law.
We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit, or charge card, where permitted by law.
(a) You may cancel your Subscription at any time by providing notice through your Account settings on the Platform or by contacting our support team. Your cancellation will typically take effect at the end of the then-current billing cycle for which you have already paid. You will be charged for that final billing cycle.
(b) Your licence to access and use the Service under these Terms will continue for the remainder of the then-current billing cycle following your cancellation notice to allow you an opportunity to retrieve necessary Client Data stored within the Platform (excluding data solely residing in your Linked Accounts).
(c) Once the then-current billing cycle ends following cancellation, your access to the Service (including the Platform and AI Employees) will be revoked. We will have no obligation to store or retain any Client Data or AI Employee configurations beyond this point, and you release us in respect of any loss or damage which may arise out of us not retaining any Client Data or other Material. You are solely responsible for exporting any required data before cancellation takes effect.
(d) We may cancel your Subscription immediately at any time by written notice. If we cancel your Subscription under this clause 4(d) without cause (i.e., not due to your breach of these Terms or insolvency), we will issue you a refund of a pro-rata amount of the Subscription Fee paid for the current billing cycle, proportionate to the unused remainder of that cycle.
(a) You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time through your Account settings or by contacting us. If you request a change: (i) We will take reasonable steps to promptly adjust your access and features to match the new Subscription Tier. (ii) The new Subscription Fees will typically apply starting from the beginning of the next billing cycle following the change. We will confirm the exact timing when you make the change request.
(b) For downgrades, the new lower Subscription Fees will generally commence at the start of the next billing cycle. We typically do not provide pro-rata refunds or credits for downgrades made part-way through a billing cycle, but reserve the right to do so at our discretion.
(c) If you choose to downgrade your Subscription, you acknowledge and agree that this may result in the loss of access to certain features, a reduction in the number or type of AI Employees, or loss of capacity, including potential loss of configurations or data associated with the features or AI Employees no longer included in your downgraded Tier. We are not liable, and you release us from all claims, in relation to any such loss.
(a) You must, and must ensure that all your Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss, or expense which arises in connection with your, your Personnel’s, or any User’s breach of these Terms, and you indemnify us in respect of any such damage, loss, or expense (as per clause 11.2(b)).
(b) You must not, and must not encourage or permit any User, Personnel, or any third party to, without our prior written approval:
(c) If you become aware of misuse of the Service or your Subscription by any person, any errors in the material generated by AI Employees, or any difficulty in accessing or using the Service, please contact us immediately using the contact details provided on our Website or through the Platform.
You agree, and you must ensure that all Users agree:
We will store and process Client Data necessary for the operation of the Service using third-party infrastructure providers (e.g., cloud hosting like AWS/GCP/Azure, specific services like Convex for databases, and workflow orchestration services) selected by us, subject to the following:
If your Subscription includes Support Services to assist with technical issues related to the Platform or AI Employee functionality:
(a) (Our Ownership) We retain ownership of all Intellectual Property Rights in and to the Talentri Platform, the Service itself (including the underlying technology, algorithms, and AI models as developed or configured by Talentri), the Documentation, and all materials provided by us in connection with the Service (including text, graphics, logos, design, icons, etc.) (Platform Content). We reserve all rights not expressly granted to you in these Terms.
(b) (Licence to You) Subject to your compliance with these Terms and payment of Fees, you are granted a limited, non-exclusive, non-transferable, revocable licence during the Subscription Period to access and use the Platform, Platform Content, and AI Employees solely for your internal business purposes as permitted by your Subscription Tier. You must not reproduce, transmit, adapt, distribute, sell, modify, or publish any Platform Content without our prior written consent or as permitted by Law.
(a) (Ownership) Subject to your compliance with these Terms and your ownership of the underlying Client Data used as input, you will own the specific outputs (e.g., text, reports, analyses, completed task records) generated by the AI Employees specifically for you based on your Client Data and instructions (AI Outputs).
(b) (Our Rights) Notwithstanding the foregoing, Talentri retains all rights to the underlying Platform, AI models, and generic techniques used to generate the AI Outputs. We may also use anonymized and aggregated data related to Service usage and AI Outputs (which does not identify you or contain your Confidential Information) to improve the Service, develop new features, and for analytical purposes.
(a) If you believe any material on the Service (including potentially AI Outputs based on other clients' data, though unlikely) infringes your Intellectual Property Rights, please contact us immediately with sufficient detail for us to investigate.
(b) You indemnify us against all damages, losses, costs, and expenses incurred by us arising in connection with any third-party claim that Client Data provided by you, or your use of the Service in breach of these Terms, infringes any third party’s Intellectual Property Rights or other rights.
(a) You acknowledge that the Service relies on third-party services, including cloud hosting providers, data storage systems, workflow orchestration services, and potentially APIs for specific AI functionalities or data sources. The terms and conditions and privacy policies of these third-party providers may apply indirectly to aspects of the Service.
(b) We will not be liable for any loss or damage suffered by you arising from failures, errors, or unavailability of these underlying third-party services, provided we have selected them with reasonable care.
(a) You acknowledge that connecting Linked Accounts (OneDrive, Google Drive, Dropbox, etc.) relies on the APIs and services provided by those third parties. We cannot guarantee flawless or continuous integration and are not responsible for issues arising from changes or failures in those third-party services or APIs.
(b) You are solely responsible for ensuring you have the necessary rights and permissions to connect Linked Accounts and allow Talentri's AI Employees to access and process the data within them.
(c) You agree that we will not be liable for the functionality, security, or content of any Linked Accounts or other third-party services you choose to connect to or use in conjunction with the Service. You indemnify us against any claims related to your use of Linked Accounts and the data contained therein.
(a) Except as contemplated by these Terms or required by law, a party must not use or disclose any Confidential Information of the other party without the disclosing party’s prior written consent. Confidential Information includes non-public information related to business, finances, technology, customers, and the terms of this Agreement. Client Data is considered your Confidential Information. The Talentri Platform, its underlying technology, pricing, and performance metrics are considered our Confidential Information.
(b) Each party must take reasonable steps to protect the Confidential Information of the other party from unauthorized disclosure, using at least the same degree of care it uses to protect its own confidential information of a similar nature.
(c) These confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is received from a third party free to disclose it; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.
(d) You agree to our Privacy Policy /legal/privacy, which governs our collection, use, and disclosure of personal information.
(e) Each party must promptly notify the other if it learns of any potential, actual, or suspected loss, misappropriation, or unauthorized access to, or disclosure or use of the other party's Confidential Information.
(a) (Warranties) We warrant that: (i) during the Subscription Period, the Service will perform substantially in accordance with the applicable Documentation under normal use; and (ii) to our knowledge, the use of the Talentri Platform itself (excluding Client Data and AI Outputs based on it) in accordance with these Terms will not infringe the Intellectual Property Rights of any third party in Wyoming, USA.
(b) (Errors) We will use reasonable efforts to correct any material, reproducible errors, bugs, or defects in the Platform functionality reported to us by you, unless the errors result from: (i) interaction with third-party systems or data not approved or controlled by us; (ii) misuse of the Service; (iii) use other than in accordance with these Terms or Documentation; or (iv) modifications not made by Talentri.
(c) (Service Limitations) THE SERVICE IS PROVIDED STRICTLY ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. WITHOUT LIMITATION, YOU ACKNOWLEDGE AND AGREE THAT WE CANNOT AND DO NOT GUARANTEE THAT: (i) THE SERVICE WILL BE FREE FROM ERRORS, DEFECTS, OR VIRUSES; (ii) THE SERVICE WILL BE ACCESSIBLE AT ALL TIMES OR BE UNINTERRUPTED; (iii) MESSAGES OR INSTRUCTIONS SENT THROUGH THE SERVICE WILL BE DELIVERED PROMPTLY OR AT ALL; (iv) INFORMATION YOU RECEIVE OR SUPPLY THROUGH THE SERVICE (INCLUDING CLIENT DATA IN TRANSIT OR STORAGE) WILL BE SECURE OR CONFIDENTIAL BEYOND THE SAFEGUARDS MENTIONED IN CLAUSE 7.2(c); (v) AI EMPLOYEES WILL FUNCTION WITHOUT ERROR OR BIAS, OR THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR YOUR SPECIFIC NEEDS. AI IS A RAPIDLY EVOLVING FIELD, AND PERFORMANCE MAY VARY; (vi) THE SIMULATED PROACTIVENESS OR AGENCY OF AI EMPLOYEES WILL MEET YOUR EXPECTATIONS OR REPLACE HUMAN JUDGEMENT.
(d) (Disclaimers) YOU ACKNOWLEDGE AND AGREE THAT: (i) WE ARE NOT LIABLE FOR ANY UNAUTHORIZED ACCESS, USE, DESTRUCTION, LOSS, DAMAGE, OR ALTERATION TO CLIENT DATA CAUSED BY THIRD PARTIES (INCLUDING HACKING, MALWARE, RANSOMWARE) BEYOND OUR REASONABLE CONTROL AND SECURITY MEASURES; (ii) ANY INFORMATION OR OUTPUTS PROVIDED BY OR THROUGH THE SERVICE ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE FINANCIAL, LEGAL, BUSINESS, OR ANY OTHER KIND OF PROFESSIONAL ADVICE. YOU SHOULD CONSULT QUALIFIED PROFESSIONALS FOR SUCH ADVICE; (iii) IT IS YOUR RESPONSIBILITY TO COMPLY WITH ALL LAWS AND REGULATIONS APPLICABLE TO YOUR BUSINESS AND YOUR USE OF THE SERVICE, INCLUDING DATA PRIVACY, LABOR, AND INDUSTRY-SPECIFIC LAWS.
(e) (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose, performance, merchantability, or otherwise) not expressly stated in these Terms are excluded.
(f) (Consumer Law) Nothing in these Terms is intended to limit the operation of mandatory consumer protection laws applicable in your jurisdiction. Where such laws apply, you may be entitled to certain remedies (like a refund, replacement, or repair) if there is a major failure with the services we provide, subject to the terms of that legislation.
(a) (Limitation of Liability) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE) IN RESPECT OF ALL LOSSES OR DAMAGES SUSTAINED BY YOU UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICE IS LIMITED TO THE TOTAL FEES ACTUALLY PAID BY YOU TO US UNDER THESE TERMS IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO THE RELEVANT LIABILITY.
(b) (Indemnity by You) You agree at all times to indemnify and hold harmless Talentri and its officers, employees, agents, and affiliates (“those indemnified”) from and against any loss (including reasonable legal costs and expenses), liability, damage, or cost incurred or suffered by any of those indemnified arising out of or in connection with: (i) any breach of these Terms by you or your Users; (ii) any negligent, fraudulent, or criminal act or omission by you or your Users; (iii) any third-party claim related to Client Data (including claims of infringement, defamation, or privacy violation); or (iv) your use of the Service (including AI Outputs) in violation of applicable laws or third-party rights.
(c) (Consequential Loss Exclusion) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGES, OR DAMAGES FOR LOSS OF DATA, BUSINESS, REVENUE, PROFITS, GOODWILL, ANTICIPATED SAVINGS, OR BUSINESS OPPORTUNITY ARISING UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(a) We may terminate these Terms or your Subscription in whole or in part immediately by written notice to you if: (i) you, or any of your Users, commit a material breach of any term of these Terms and (if the breach is capable of remedy) fail to remedy the breach within 14 days of receiving written notice from us requiring you to do so; (ii) you commit a material breach of these Terms that is not capable of remedy; (iii) you fail to pay Fees when due and remain in default for 7 days after receiving notice of the overdue payment; or (iv) you become subject to any form of insolvency, bankruptcy administration, receivership, liquidation, or cease to carry on business.
(b) Termination under this clause 11.2 does not entitle you to any refund, except as required by law.
You may terminate these Terms and your Subscription immediately by written notice if: (a) we commit a material breach of these Terms and (if the breach is capable of remedy) fail to remedy the breach within 30 days of receiving written notice from you detailing the breach and requiring remedy; or (b) we become subject to any form of insolvency, bankruptcy administration, receivership, or liquidation. If you validly terminate in accordance with this clause 11.3, we will provide a pro-rata refund of any pre-paid Subscription Fees corresponding to the unused portion of the then-current Subscription Period, calculated from the effective date of termination.
(a) Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) if such delay or failure arises out of a Force Majeure Event.
(b) If a Force Majeure Event occurs, the affected party must promptly notify the other party of the event and the expected impact on its ability to perform.
(c) The affected party's obligations will be suspended during the Force Majeure Event to the extent it is affected by the event. The party must use reasonable endeavours to mitigate the effect of the Force Majeure Event.
(d) A ‘Force Majeure Event’ means any event beyond a party's reasonable control, including: act of God, lightning, earthquake, storm, flood, fire, explosion; strikes or industrial action (excluding those of the affected party's own workforce); war, terrorism, sabotage, blockade, riot, civil commotion; epidemic, pandemic; failure of essential utilities or public telecommunications networks; or significant changes in law or government action directly impacting performance.
(a) Any notice or other communication required or permitted under these Terms must be in writing, in English, and delivered: (i) via email to the other party's designated email address (specified in the Order or Account details, or as updated by notice). Your email address for notices is the one associated with your Account. Our email address for notices is legal@talentri.co. (ii) through a notification system within the Talentri Platform, if designated by us for formal notices.
(b) Notice will be deemed given: (i) if sent by email, 24 hours after sending, unless the sender receives a delivery failure notification (if 24 hours falls on a non-business day in the recipient's location, notice is deemed given on the next business day); or (ii) if delivered via the Platform notification system, when the notification is made available to the recipient within their Account.
These Terms are governed by and construed in accordance with the laws of the State of Wyoming, USA, without regard to its conflict of law principles. Each party irrevocably submits to the exclusive jurisdiction of the courts located in Wyoming, USA in respect of any proceedings arising out of or in connection with this agreement.
No failure or delay by a party in exercising any right under these Terms will constitute a waiver of that right. No waiver will be effective unless it is in writing and signed by the party granting the waiver.
If any term of these Terms is found to be wholly or partially void or unenforceable by a court of competent jurisdiction, that term or part thereof is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these Terms are not affected.
Neither party may assign, novate, or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the other party, such consent not to be unreasonably withheld. However, Talentri may assign this agreement without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to the Service.
These Terms, together with any Orders placed under them and the referenced Privacy Policy, constitute the entire agreement between the parties concerning its subject matter and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written. In case of conflict, the terms of an Order will prevail over these Terms only with respect to that specific Order, provided the Order explicitly states its intent to modify these Terms.
(a) headings are for convenience only and do not affect interpretation; (b) "includes" means "includes without limitation"; (c) references to statutes include all regulations, amendments, and re-enactments; (d) references to persons include individuals, corporations, partnerships, and other legal entities; (e) references to a party include its successors and permitted assigns.