TBE Licensing Terms

~ IMPORTANT ~

NEW TERMS MAY APPLY

PLEASE READ THE TALEO BUSINESS EDITION GENERAL TERMS AND CONDITIONS ("AGREEMENT"), CAREFULLY BEFORE USING THE TALEO SOFTWARE. BY EXECUTING A SALES ORDER FORM INCORPORATING THIS AGREEMENT, AND/OR ACCESSING THE TALEO BUSINESS EDITION OR HOURLY EXPRESS SOFTWARE VIA THE ONLINE SERVICE, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

If you are signing up for the Service (as defined in Section 3 below) on behalf of a company, you represent that you are duly authorized to represent the company and accept the terms and conditions of the Agreement on behalf of the company. By your acceptance, a binding contract is then formed between Taleo Corporation (“Taleo”) and the company in accordance with the terms and conditions of this Agreement. You personally agree not to commit or encourage any violation of the Agreement between Taleo and the company.

If you are entering into this Agreement on behalf of your company, the terms "You" and “Your” in this Agreement means your company and all of its employees.

If you are entering into this Agreement on your own behalf, or if you are not authorized to represent the company on whose behalf you purport to sign up, you agree that you are personally bound by this Agreement. In such cases, the terms "You" and “Your” in this Agreement mean you.

IF THE COMPANY YOU REPRESENT OR YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE “SUBMIT” BUTTON OR THE “I HAVE READ AND AGREE” BOX, DO NOT EXECUTE A SALES ORDER FORM INCORPORATING THIS AGREEMENT, AND DO NOT USE THE SERVICE.

Term of Agreement and Renewal.
1. 1.1The term of this Agreement is as set forth in the Order Form (“Term”). The capitalized word “Term” means the Initial and any Renewal Terms.
2. 1.230-day Trial. If You are participating in Taleo’s free 30-Day Trial (for Taleo Business Edition only), this Agreement lasts thirty (30) days from date of Service Authorization. At the conclusion of the free 30-Day Trial, if You choose not to purchase a Taleo subscription, You will immediately cease all use of the Service, including the Taleo Software and any documentation.
Termination and Expiration.
1. 2.1Material Breach. Either party may terminate this Agreement upon 30 days prior written notice in the event of a material breach that is not cured (or, discontinued with appropriate changes made to ensure that it is not repeated) within thirty (30) days after notice. Upon the expiration or termination of the Agreement:
2. 2.2Taleo may delete any of Your data in Taleo’s possession (including candidate data) that is not retrieved by You within thirty (30) days of expiration or termination of this Agreement.
Software Usage Rights. For the term of the Agreement, Taleo grants to You a limited, non-transferable, non-exclusive right to access and use its proprietary, Taleo commercially available, hosted software products and related documentation (“Software”) via a web browser for Your internal business use. The Software is made available to You as a hosted service (“Service”). Taleo hosts and retains physical control over the Software and only makes it available for access, and use by You over the Internet through a Web-browser (e.g., Internet Explorer). Nothing in this Agreement obligates Taleo to deliver or make available any copies of computer programs or code from the Software to You, whether in object code or source code form. You may not rent, lease, distribute, or resell the Software, or use the Software as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software.
Order Form. The Software ordered by You must be listed in an executed order (“Order Form”) that specifies the fees and payment terms for use of the Software. Each Order Form during the Term is governed by the terms of this Agreement and in the event of a conflict, discrepancy or inconsistency between the terms of an Order Form and the terms of the Agreement, the Agreement governs except as to products/services purchased, fees, currency, or payment terms, for which this Order Form governs. This Agreement may be amended via the legal notes section of an Order Form.
Use of the Software by Third Parties on Customer’s Behalf.
1. 5.1Third-Party Contractors. You may only make the Software available for use (within the usage limits of this Agreement), by Your third-party contractors to assist in Your staffing efforts (“Third-Party Contractor”). You are responsible for all usage and compliance with this Agreement by Third-Party Contractors. Any password(s) provided to a Third-Party Contractor must be disabled immediately upon conclusion their work for You.
2. 5.2Competitors. You may not grant access or use of Your instance of the Software to employees of the following companies (or a successor in interest to the following companies): ADP (formerly Virtual Edge), Authoria, Cytiva, Deploy, First Advantage HMS, Halogen, Hiring Manager Web, HRMDirect, HRSmart, ICIMS, Jobpartners, JobPlanet, Jobvite, Kenexa (formerly BrassRing or WebHire), Kronos (formerly Unicruor Deploy), Monster, Mr. Ted, myStaffingPro.com, NeoGov, Oracle, Pageup, PCRecruiter, PeopleAdmin, Peopleclick, PositionManager by Healthsource, RecruitASP, Recruiting Solutionsby Ceridian, SAP, Silkroad Technology Inc., Stepstone, Succesfactors, Talent Technology(HireDesk). Taleo may amend the preceding list upon notice to You.
Ethical Hacks and Robots. Unauthorized use of a Robot with the Software for any purpose is a material breach of this Agreement. You may not (without Taleo’s prior written consent), and may not allow any employee or consultant working on Your behalf to:
Support Policies. Taleo will provide support in accordance with Taleo’s then current support policy, which may be acquired from Your Taleo contact. Taleo hosts and maintains the Software and all Your and candidate data uploaded to or entered into the Software in accordance with these policies and reserves the right to make changes to them and its hosting and technical infrastructure, provided such changes do not materially degrade the overall level of service provided to Taleo customers.
Updates and Upgrades.
1. 8.1Taleo will, make updates and upgrades to the Software available to You as such updates and upgrades are released. Updates and upgrades in software versions are made available free of charge.
New Products. New products will not be provided to You as part of maintenance and support. Taleo may charge additional fees for new products and You may choose whether or not to purchase new products at Your sole discretion. If Taleo removes any features or functionality from the software and subsequently offers those features or functionality in a new product (whether directly or indirectly or through a third party), then the software provided pursuant to this Agreement will be deemed to include: (i) the portion of those new or different products that contain the original features or (ii) if those features cannot be separated out, the entire product.
Confidential Information.
1. 10.1Definition. This Agreement may provide for either party to access information and materials concerning the other party’s technology business, plans, and customers that are confidential and of substantial value to such party, which value would be impaired if such information were disclosed to third parties (“Confidential Information”).
2. 10.2Taleo Confidential Information. Confidential Information of Taleo includes, without limitation, information specifically designated as confidential, the features and functions of the Software that are not available to the general public via the public internet (including screen shots of the same), future product plans, any documentation or specifications provided to Customer, the commercial terms (including pricing) of this Agreement but not the mere existence of this Agreement, any Order Forms, SOWs, performance and security test results (whether conducted by Taleo or Customer), and any other proprietary, financial or business information supplied to Customer by Taleo.
3. 10.3Your Confidential Information. Your Confidential Information includes, without limitation, information: (i) specifically designated as confidential, (ii) uploaded to the Software by a candidate, or Your employee, and (iii) Your business information uploaded to the Software.
4. 10.4Use. Each party will not and will ensure that its employees, agents and contractors will not make use of (except in furtherance of the Agreement), disseminate, or in any way disclose any Confidential Information of the other party to any person, firm or business, except for any purpose the disclosing party may hereafter authorize in writing. Each party will treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, and represents that it exercises reasonable care to protect its own Confidential Information. Upon either Your or Taleo’ request, the other party must advise whether or not it considers any particular information or materials to be confidential.
5. 10.5Exclusions. Notwithstanding the foregoing, “Confidential Information” does not include information:
  1. (i)Previously known to the receiving party without reference to Confidential Information,
  2. (ii)which is or becomes publicly known through no act or omission of the receiving party,
  3. (iii)which has been independently developed by the receiving party without reference to the disclosing party’s Confidential Information,
  4. (iv)Received from a third party under no confidentiality obligation with respect to the Confidential Information, or
  5. (v)which is required to be disclosed pursuant to administrative or court order, government or regulatory requirement or arbitration or litigation arising out of this Agreement.
Intellectual Property.
1. 11.1Customer Ownership. You retain all right, title and interest to all data uploaded to the Software by Your employees or Your job candidates.
2. 11.2Taleo Ownership. Taleo retains all right, title and interest in and to:
  1. (i)the Software, the documentation for the Software, and all modifications and/or enhancements to its Software, 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.
  2. (ii)transactional and performance data related to use of the Software which Taleo may collect and use for its business purposes provided that such use does not reveal Your identity or any personally identifiable candidate information that belongs to You.
3. 11.3Deliverables. With respect to custom developed documents, designs, computer programs, computer documentation and other tangible materials authored or prepared by Taleo for You (“Deliverables”) as required by an SOW or otherwise, You have a non-exclusive, nontransferable, internal use, object code license to use such Deliverables for Your internal business purposes during the Term. The Software, proprietary training content and any Taleo services purchased on an Order form is not considered Deliverables (as that term is used in this Section) and Taleo retains all right, title and interest in and to these items. This Section does not obligate Taleo to license, transfer or provide to Customer any third party product or service required to operate or take advantage of any Deliverable.
Taxes.
1. 12.1General. All payments, fees and other charges payable by You to Taleo under this Agreement are exclusive of all federal, state, local and foreign taxes, levies and assessments. You are responsible for the payment of all such taxes, levies and assessments imposed on You or Taleo arising out of this Agreement, excluding any tax based on Taleo’s net income.
2. 12.2Foreign Consulting Services. For customer’s purchasing Consulting Services to be performed outside the United States, if You are required by any applicable law to deduct or withhold amounts otherwise payable to Taleo hereunder, You will:
  1. (i)pay the required amount to the relevant governmental authority, and
  2. (ii)pay to Taleo, in addition to the payment to which Taleo is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Taleo free and clear of all taxes equals the full amount Taleo would have received had no such deduction or withholding been required.
3. 12.3Tax Exempt. If You are tax-exempt, You will either provide Taleo with its tax exemption certificate or relevant legal authority establishing its tax exempt status.
Late Payment. Taleo may suspend Your access to the Software and Hosting Services in the event any undisputed amounts due hereunder are not paid within thirty (30) days of notice that payment is past due until payment is made.
Taleo Warranties. Taleo represents, warrants, and covenants as follows:
DISCLAIMER OF WARRANTY. TALEO HEREBY DISCAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULR PURPOSE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. TALEO DOES NOT WARRANT THAT OPERATION OF THE SOFTWARE IS ERROR-FREE OR THAT ITS OPERATION WILL BE UNINTERRUPTED.
Limitation of Liability. In no event will either party be liable for any indirect, consequential, special, punitive, or exemplary damages arising out of this Agreement. The aggregate liability of either party to the other with respect to this Agreement IS limited, to the extent possible under applicable law, to the fees collected by Taleo from You pursuant to this Agreement in the twelve months preceding the imposition of liability.
Infringement Indemnity.
1. 17.1Taleo Obligations. Taleo will, at its expense, defend or at its option, settle any claim brought against You that the Software or any Deliverable infringes any copyright, patent, trade secret, or any other proprietary right of any third party and will pay any final judgments awarded or settlements entered into; provided that You give prompt written notice to Taleo of any such claim and gives Taleo the authority to proceed as contemplated herein.
2. 17.2Exclusive Right to Defend. Taleo has the exclusive right to defend any infringement claim and make settlements thereof at its own discretion, and You may not settle or compromise such claim except with prior written consent of Taleo. You must give such assistance and information as Taleo reasonably requires.
3. 17.3Infringement Remedies. In the event any infringement claim, action or allegation is brought or threatened, Taleo may, at its sole option and expense:
4. 17.4Exclusions. The foregoing obligations will not apply to the extent the infringement arises as a result of:
5. 17.5Entire Liability. Section 17 states the entire liability of Taleo with respect to infringement of any patent, copyright, trade secret or other intellectual property right.
Governing Law. UNLESS PROHIBITED BY LAW, THIS AGREEMENT IS MADE IN ACCORDANCE WITH AND IS GOVERNED AND CONSTRUED UNDER the laws of THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO SUCH STATE’S CONFLICTS OF LAWS PRINCIPLES. IN NO EVENT MAY THIS AGREEMENT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
Compliance with Laws and Control Disclaimer.
1. 19.1Compliance with Laws. Each party must comply with all laws, rule or regulations applicable to such party’s activities in relation to this Agreement, including export control laws of the United States which are applicable to the Software.
2. 19.2Legal Advice. Taleo will not provide You with any legal advice regarding compliance with employment, data privacy or other relevant laws, rules or regulations in the jurisdictions in which You use the Software (“Laws”).
3. 19.3Software Configuration. You understand that the Software can be configured and used in ways that do and do not comply with Laws and it is Your sole responsibility to monitor its compliance and Your employee’s compliance with all relevant Laws.
4. 19.4Control Disclaimer. You acknowledge that Taleo exercises no control over Your specific staffing practices implemented using the Software or Your decisions as to employment, promotion, advancement, termination, notification, or compensation of any job candidate or Authorized User (“Staffing Decisions”). Taleo hereby disclaims all liability and damage arising from Staffing Decisions and from harmful data or code uploaded to the Software by You, Your employees or contractors or job candidates.
Exceptions for Public Sector Entities.
1. 20.1Definition. Public Sector Entity means any government entity or other government organization created by legislation to perform a public purpose as described in the relevant enabling legislation or the articles of association/objectives of that organization.
2. 20.2Fiscal Funding. If You are subject to annual or biannual fiscal funding, You will work with Taleo to align Your subscription term to Your budget and funding cycle. You will not contract with Taleo for periods which are unfunded.
3. 20.3Termination for Lack of Funding. If you are a Public Sector Entity, You may terminate this Agreement if You have failed to obtain funding for a subscription period or have had funding revoked, in which case You will pay Taleo for all services rendered, including payment of subscription fees to access the Taleo solution on prorated basis.
4. 20.4Public Records Requests. You may disclose information pursuant to a public records request under applicable law. Unless prohibited by law, if the information requested is Taleo Confidential Information, You shall notify Taleo of the public records request and give Taleo a reasonable opportunity to establish that the Taleo Confidential Information is exempt from disclosure under one or more exemptions under state law. If the information requested is not Taleo’s Confidential Information, but Your information stored within the Taleo Service, You may utilize the Taleo Service to retrieve and disclose such information but may not give the requestor direct access to the Taleo Service.
5. 20.5Prompt Payment Act. If You are classified as a Public sector entity, any undisputed late payments are subject to interest under Your state’s prompt payment act, if any, or statutory interest on delinquent judgments if there is no prompt payment act providing interest for late payments. Interest will be calculated on the outstanding balances.
6. 20.6Governing Law. THE PARTIES AGREE THAT THE TALEO SERVICES ARE RENDERED IN THE STATE OF CALIFORNIA. IN NO EVENT MAY THIS AGREEMENT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
Independent Contractors. Taleo is an independent contractor. Taleo’s employees are not entitled to any employment rights or benefits from You.
Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, will not be construed to be a waiver of such provisions, or in any way affect the right of either party to enforce such provision thereafter.
Merger and Amendments. This Agreement includes any schedules and exhibits attached hereto, and any executed Order Forms between You and Taleo. Such documents encompass the entire agreement between You and Taleo with respect to the subject matter hereof and supersede all prior representations, agreements and understandings, written or oral. This Agreement may only be altered, amended or modified by duly executed written instrument.
Severability. If any provision, or portion thereof, of this Agreement is or becomes invalid under any applicable statute or rule of law, it is to be deemed stricken and the rest of the Agreement remains in full force and effect.
Assignment. You may not transfer or assign this Agreement without Taleo’s prior written consent, including by operation of law or through merger or acquisition.
Survival. The provisions of this Agreement that are intended to survive termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement, including, without limitation, Sections 10 (“Confidential Information”), 15 (“Disclaimer of Warranty”), and 17 (“Limitation of Liability”), will survive.

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Taleo Business Edition Service Agreement