Terms and Conditions
Last updated: May 21, 2026
Agreement to Terms
These Customer Terms (the "Terms") govern your access to and use of the Talin SaaS Platform (the "Platform") provided by Talin Technologies Inc. ("Talin," "we," "us," or "our"). They form a binding agreement between Talin and the entity that signs an Order Form referencing these Terms, signs up for a paid or free subscription to the Platform, or otherwise accesses the Platform as a customer ("Customer," "you," or "your"). By signing an Order Form, clicking "I agree," creating an account, or using the Platform, you agree to these Terms.
If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "Customer" refers to that entity.
These Terms replace, in their entirety, any previous "Terms and Conditions," "Terms of Use," or "Terms of Service" previously posted by Talin with respect to use of the Platform by paying customers and account holders. Casual visitors to talin.ai who are not Customers are governed by our separate Website Terms of Use, where applicable.
1. Definitions
"Order Form" means any written or electronic ordering document signed or otherwise accepted by Customer and Talin that references these Terms (including online sign-up flows). An Order Form sets out the commercial terms of the subscription, including the number of User Licenses, fees, payment cadence, and term.
"Platform" means the Talin SaaS Platform, including all software, applications, tools, features, APIs, integrations, and updates that Talin makes available to Customer, together with all related documentation.
"User License" means a subscription entitlement for one named individual user to access and use the Platform.
"Customer Data" means all data, content, and materials uploaded to, submitted to, or generated through Customer's use of the Platform, including without limitation candidate information, hiring manager information, outreach copy, and account configuration data.
"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
"Authorized User" means an individual user designated by Customer to use the Platform under a User License.
"Subprocessor" means a third party engaged by Talin to process Customer Data in connection with the Platform, including infrastructure providers, hosting providers, and AI model-training service providers.
2. The Platform
2.1 Right to use. Subject to these Terms and Customer's payment of all applicable fees, Talin grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the subscription term, for Customer's internal business purposes and to provide Platform outputs to Customer's own clients and end users in the ordinary course of Customer's business.
2.2 User Licenses. Customer's use of the Platform is limited to the number of User Licenses purchased under the applicable Order Form. Customer may reassign User Licenses among individual Authorized Users, provided that the total number of active User Licenses does not exceed the number purchased and a single User License may not be shared by multiple individuals simultaneously.
2.3 Authorized Users. Customer is responsible for the acts and omissions of its Authorized Users as if they were Customer's own, including with respect to compliance with these Terms.
2.4 End users and third parties. If Customer provides Platform outputs to its own clients, candidates, or other end users, Customer remains responsible for those individuals' compliance with applicable law and for any consequences of their use of the outputs.
2.5 Restrictions. Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, or disassemble the Platform; (b) use the Platform to build a competing product or copy any of its features; (c) license, sublicense, sell, resell, rent, lease, transfer, or distribute the Platform; (d) remove or alter any proprietary notices; or (e) use the Platform in a manner that violates applicable law.
3. Customer Data
3.1 Customer owns Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Talin the rights described in this Section 3 and elsewhere in these Terms.
3.2 License to operate and improve the Platform. Customer grants Talin a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Data to operate, maintain, secure, support, and provide the Platform to Customer.
3.3 Use of Customer Data to train and improve Talin's AI. Customer grants Talin a non-exclusive, worldwide, royalty-free, perpetual license to use Customer Data to develop, train, evaluate, fine-tune, test, and improve the Platform and Talin's underlying artificial intelligence and machine learning models. This includes the right to use Customer Data to train new models, improve existing models, and enhance Platform features. Talin may retain Customer Data in training datasets and in the resulting trained models for the lifecycle of those models, including after Customer's subscription has ended.
3.4 Talin will not sell Customer Data. Talin will not sell, rent, or lease Customer Data to any third party, and will not share Customer Data with third parties for those third parties' own independent advertising, marketing, or AI-model-training purposes. For clarity, Talin's use of Subprocessors that process Customer Data on Talin's behalf under written contract — including infrastructure, hosting, and AI model-training providers — is not a sale and is permitted under these Terms.
3.5 Safeguards. Talin will implement commercially reasonable technical measures designed to prevent Talin's AI models from reproducing identifiable Customer Data — including individual candidate or hiring-manager personal information — in outputs delivered to other customers.
3.6 Aggregated and de-identified data. Talin may also generate, retain, use, and disclose aggregated or de-identified data derived from Customer Data — including for benchmarking, analytics, product development, public reporting, and marketing — provided that such data does not identify Customer or any individual and cannot reasonably be re-identified.
3.7 Customer consents and authority. Customer represents and warrants that it has obtained, and will maintain, all consents, notices, and other authorizations required under applicable law for Talin to process Customer Data — including personal information of candidates, hiring managers, and other third parties whose data is uploaded to or generated through the Platform — for all purposes described in these Terms, including the AI-training purposes set out in Section 3.3.
3.8 Aggregated and de-identified data continues. The rights granted in Sections 3.3 and 3.6, and any aggregated or de-identified data, models, model weights, or improvements derived from Customer Data, survive termination or expiration of Customer's subscription indefinitely.
4. Privacy and Data Security
4.1 Privacy Policy. Talin's processing of personal information through the Platform is described in our Privacy Policy at https://www.talin.ai/Privacy-Policy, which is incorporated into these Terms.
4.2 Data security. Talin will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data and to protect against unauthorized access to or use of Customer Data.
4.3 Data hosting. Talin hosts Customer Data in Canada or the United States. Customer authorizes Talin to process and transfer Customer Data within and between Canada and the United States, and to Subprocessors located in those countries, in each case as reasonably necessary to provide the Platform.
4.4 Security incident notification. "Security Incident" means a confirmed unauthorized access to or acquisition of Customer Data resulting from Talin's breach of its obligations under Section 4.2. Security Incidents do not include unsuccessful attempts, pings, port scans, denial-of-service attacks, or other events that do not result in unauthorized access to or acquisition of Customer Data. Talin will notify Customer of a Security Incident without undue delay and, in any event, within seventy-two (72) hours after discovery, and will reasonably cooperate with Customer regarding legally required notifications.
4.5 Subprocessors. Talin may engage Subprocessors to perform Platform services and to train and improve Talin's AI models. Talin will impose written obligations on its Subprocessors that are no less protective of Customer Data than these Terms.
4.6 Customer responsibility. Customer is responsible for determining the lawfulness of its collection and use of Customer Data (including personal information) and for providing required notices and obtaining required consents from individuals whose data Customer uploads to the Platform.
5. Fees and Payment
5.1 Fees. Customer will pay all fees specified in the applicable Order Form. Unless the Order Form specifies otherwise, fees are payable in advance.
5.2 Taxes. Fees are exclusive of all taxes. Customer is responsible for all sales, use, GST, HST, VAT, and similar taxes, other than taxes on Talin's net income. If Customer is required by law to withhold any taxes from payments to Talin, Customer will gross up the payment so that Talin receives the full amount that would have been received absent the withholding.
5.3 Late payments. Undisputed amounts not paid within five (5) days of the due date will bear interest at one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is less. Customer will reimburse Talin for reasonable costs of collection, including reasonable attorneys' fees.
5.4 Suspension for non-payment. Talin may suspend Customer's access to the Platform if Customer's payment is more than ten (10) business days overdue, on five (5) days' prior written notice.
5.5 No refunds. Except as expressly provided in Section 7.4, all fees paid are non-refundable.
6. Intellectual Property
6.1 Talin's IP. Talin retains all right, title, and interest in and to the Platform, the documentation, all Talin trademarks and logos, all AI models and model weights, and all modifications, enhancements, derivative works, and aggregated or de-identified data described in Section 3.6. Nothing in these Terms transfers ownership of Talin's intellectual property to Customer.
6.2 Customer's IP. Customer retains all right, title, and interest in and to Customer Data and Customer's pre-existing intellectual property. Customer grants Talin the licenses described in Section 3.
6.3 Feedback. If Customer provides Talin with suggestions, ideas, or feedback regarding the Platform, Talin may use such feedback without restriction or obligation to Customer.
7. Term, Renewal, Termination, and Suspension
7.1 Term. These Terms apply during the subscription term set out in the applicable Order Form (the "Initial Term") and any renewal terms.
7.2 Renewal. Unless the applicable Order Form expressly states otherwise, the subscription will automatically renew at the end of the Initial Term for successive renewal terms equal in length to the Initial Term ("Renewal Terms"), at Talin's then-current pricing, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Talin will provide Customer with reasonable advance notice of any pricing changes that will take effect upon renewal.
7.3 Termination for material breach. Either party may terminate these Terms and the applicable Order Form immediately on written notice if the other party materially breaches and fails to cure within thirty (30) days of written notice specifying the breach, or commits two or more material breaches within any rolling ninety (90) day period.
7.4 Refund. If Customer terminates under Section 7.3 for Talin's uncured material breach, Talin will refund a pro-rata portion of prepaid fees attributable to the unused portion of the term. This refund is Customer's sole and exclusive monetary remedy for such termination.
7.5 Termination for insolvency. Either party may terminate immediately on written notice if the other party files for bankruptcy, makes an assignment for the benefit of creditors, is subject to a receiver, or ceases ordinary-course business.
7.6 Effect of termination. On termination or expiration: (a) Customer's access to the Platform ceases; (b) all outstanding fees become immediately due; (c) Talin will make Customer Data available for export in a standard format for thirty (30) days, after which Talin may delete it (subject to Section 3.8); and (d) the rights and obligations that by their nature should survive — including Sections 3.3, 3.4, 3.6, 3.8, 6, 8, 9, 10, 11, 13, and this Section 7.6 — will survive.
7.7 Suspension. Talin may suspend Customer's access without terminating these Terms if (a) Customer's use poses a security risk; (b) Customer is in breach of Section 8; (c) Customer's payment is overdue (per Section 5.4); (d) Talin reasonably believes Customer is engaged in fraudulent or illegal activity; or (e) suspension is required by law or court order.
8. Acceptable Use
Customer will not use the Platform to (a) violate applicable laws or third-party rights; (b) transmit viruses, malware, or other harmful code; (c) engage in fraudulent, deceptive, or misleading activities; (d) harass, abuse, or harm others; (e) interfere with or disrupt the Platform or other customers' use of it; (f) attempt to gain unauthorized access to any system; (g) scrape or data-mine the Platform except as expressly permitted; (h) send spam or unsolicited communications in violation of applicable anti-spam laws; (i) impersonate any person or entity; (j) collect personal data about other Talin customers' users; (k) use the Platform for cryptocurrency mining; or (l) overburden or impair Platform infrastructure. Violation of this Section 8 may result in suspension or termination under Section 7.7 or 7.3.
9. Warranties and Disclaimers
9.1 Mutual. Each party represents and warrants that it has the right and authority to enter into these Terms.
9.2 Talin warranties. Talin warrants that (a) the Platform will perform materially in accordance with its documentation; (b) Talin will provide services in a professional and workmanlike manner; and (c) to Talin's knowledge, the Platform does not infringe any third-party intellectual property rights.
9.3 Service level. Talin will use commercially reasonable efforts to maintain Platform availability of 99% per calendar month, excluding scheduled maintenance, emergency maintenance, force majeure events, Customer's or third parties' acts or omissions, and connectivity issues outside Talin's control. This is a commercially reasonable efforts commitment and not a warranty.
9.4 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN SECTION 9.2, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TALIN DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TALIN DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT PLATFORM OUTPUTS WILL BE SUITABLE FOR CUSTOMER'S OR ITS CLIENTS' DOWNSTREAM USE CASES.
10. Limitation of Liability
10.1 No consequential damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS — INCLUDING LIABILITY UNDER SECTION 11 — WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO TALIN IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
10.3 Carve-outs. The limitations in Sections 10.1 and 10.2 do not apply to (a) Customer's payment obligations; (b) either party's breach of Section 3.4 (no sale of Customer Data) or Section 12 (confidentiality); (c) a party's fraud or willful misconduct; or (d) Customer's breach of Section 2.5 or Section 8.
10.4 Essential purpose. The parties acknowledge that the limitations in this Section 10 reflect a reasonable allocation of risk and are a fundamental part of the basis of the bargain. The Platform would not be provided without these limitations.
11. Indemnification
11.1 By Talin — IP infringement. Talin will defend Customer against any third-party claim alleging that the Platform, when used in accordance with these Terms, infringes a third party's patent, copyright, trademark, or trade secret, and will pay the damages and costs finally awarded against Customer or agreed in settlement of such claim. This obligation does not apply to claims arising from (a) modifications to the Platform not made by Talin; (b) use of the Platform in combination with products, services, or data not provided by Talin; (c) Customer's failure to use Platform updates that would have avoided the infringement; or (d) Customer Data or Customer's breach of these Terms. If the Platform is or is likely to become subject to an infringement claim, Talin may, at its option, (i) procure for Customer the right to continue using the Platform, (ii) modify or replace the Platform to make it non-infringing, or (iii) if neither is commercially reasonable, terminate the affected subscription and refund prepaid fees for the unused term. This Section 11.1 states Talin's entire liability and Customer's exclusive remedy for intellectual property infringement claims.
11.2 By Customer. Customer will defend Talin against any third-party claim arising from or relating to (a) Customer Data, including any claim by a candidate, hiring manager, or other individual whose personal information is in Customer Data; (b) Customer's breach of Section 3.7 (consents and authority); (c) Customer's use of the Platform in violation of these Terms or applicable law; (d) Customer's gross negligence or willful misconduct; or (e) the acts or omissions of Customer's Authorized Users, clients, or other end users to whom Customer provides Platform outputs.
11.3 Procedure. The party seeking indemnification will (a) promptly notify the indemnifying party of the claim (provided that delay does not relieve the indemnifying party except to the extent prejudiced), (b) grant the indemnifying party sole control of the defense and settlement (subject to the indemnified party's reasonable approval of any settlement that imposes non-monetary obligations on it), and (c) reasonably cooperate at the indemnifying party's expense.
12. Confidentiality
12.1 Obligations. Each party will (a) keep the other party's Confidential Information confidential, (b) use it only as necessary to perform under these Terms, (c) not disclose it to any third party without prior written consent, except to employees, contractors, and advisors with a need to know and bound by confidentiality obligations, and (d) protect it with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.
12.2 Exceptions. Confidential Information does not include information that (a) is or becomes publicly available without breach, (b) was rightfully known before disclosure, (c) is rightfully received from a third party without confidentiality obligations, (d) is independently developed without use of the other party's Confidential Information, or (e) must be disclosed pursuant to law or court order, provided the receiving party gives prompt notice where legally permitted.
12.3 Term. Confidentiality obligations survive for five (5) years after termination, except that trade secrets remain protected for as long as they remain trade secrets under applicable law.
13. Term-Level Force Majeure
Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, government actions, internet or telecommunications failures, power outages, or failures of third-party hosting providers. The affected party will provide prompt notice, use reasonable efforts to mitigate, and resume performance as soon as practicable. If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate without liability for amounts not yet accrued. Customer's payment obligations are not excused by force majeure.
14. Governing Law and Dispute Resolution
14.1 Governing law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
14.2 Venue. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario for any disputes arising out of or relating to these Terms, and waive any objection to venue or forum non conveniens.
14.3 Informal resolution. Before initiating formal proceedings, the parties will attempt to resolve disputes informally by senior-executive negotiation in good faith for at least fifteen (15) days after written notice describing the dispute.
14.4 No class actions. Disputes will be conducted only on an individual basis and not in any class, consolidated, or representative action.
14.5 Equitable relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights or breach of confidentiality obligations.
15. Order of Precedence
If there is a conflict between these Terms and an Order Form, the Order Form governs, but only with respect to the specific terms that conflict, and only between the parties to that Order Form. These Terms otherwise apply in full.
16. Modifications to these Terms
Talin may update these Terms from time to time. Updates take effect on the earlier of (a) the start of Customer's next renewal term or (b) thirty (30) days after Talin gives Customer notice of the update (which may be by email to the Customer's account contact or by in-product notice). If a material adverse change to Customer's rights takes effect during an active subscription term, Customer's continued use of the Platform after the effective date constitutes acceptance; if Customer does not agree to the change, Customer's exclusive remedy is to terminate the affected subscription on written notice within thirty (30) days of the notice of update and receive a pro-rata refund of prepaid fees for the unused term.
17. General
17.1 Entire agreement. These Terms, together with any Order Form and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, understandings, or communications on the subject matter.
17.2 Amendments. Except as provided in Section 16, no amendment is effective unless in writing and signed by both parties.
17.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the parties will negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent.
17.4 Waiver. No waiver is effective unless in writing and signed by the waiving party. Failure to enforce any provision is not a waiver.
17.5 Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign without consent (a) to an affiliate, (b) in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or (c) to a successor entity. Any attempted assignment in violation of this Section is void.
17.6 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
17.7 No third-party beneficiaries. These Terms are for the benefit of the parties only. There are no third-party beneficiaries.
17.8 Notices. Notices must be in writing. Notices to Talin must be sent to julian@talin.ai. Notices to Customer will be sent to the email address designated by Customer in its Order Form or account settings. Email notice is deemed given on the next business day after sending, provided no bounce-back or delivery failure notice is received.
17.9 Electronic signatures and counterparts. Order Forms may be executed in counterparts and by electronic signature, each of which is deemed an original.
17.10 Headings and interpretation. Headings are for convenience only. "Including" means "including without limitation." References to dollar amounts are to the currency specified in the applicable Order Form, or U.S. dollars if none is specified.
17.11 Export and sanctions compliance. Customer will comply with all applicable export-control and economic-sanctions laws, and will not export, re-export, or transfer the Platform or Customer Data to prohibited countries or persons.
17.12 Publicity. Talin may identify Customer as a customer in marketing materials and customer lists, including by reference to Customer's name and logo, unless Customer notifies Talin in writing that it objects.
17.13 Language. These Terms are drafted in English. If translated into any other language, the English version governs in case of conflict.
18. Contact
Questions about these Terms can be sent to:
Talin Technologies Inc. 10 Dundas St. East, 6th Floor Toronto, ON M5B 2G9, Canada Email: julian@talin.ai
