1. Acceptance of Terms

By accessing and using the Talin Sourcing Platform ("Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use the Platform. These Terms apply to all users, including buyers, suppliers, administrators, and general users.

2. Description of Service

The Platform provides a comprehensive procurement and sourcing management solution that includes:

• Sourcing request management and intake forms
• Project workflow execution and collaboration tools
• RFx document creation and supplier response collection (RFPs, RFQs, RFIs)
• AI-powered analysis, generation, and decision support
• Supplier directory and relationship management
• Analytics, reporting, and savings tracking
• Contract template management and document generation

3. Account Registration and Security

3.1 Account Creation: To use the Platform, you must create an account by providing accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials.

3.2 User Roles: Your access and permissions are determined by your assigned role (General User, Savings Reviewer, Admin, or Supplier). You agree to only perform actions authorized by your role.

3.3 Security: You agree to notify us immediately of any unauthorized access to your account. We are not liable for losses caused by unauthorized use of your account.

4. User Responsibilities

You agree to:

• Provide accurate, current, and complete information
• Use the Platform only for lawful business purposes
• Not interfere with or disrupt the Platform's operation
• Not attempt to gain unauthorized access to any part of the Platform
• Not upload malicious code, viruses, or harmful content
• Respect intellectual property rights of others
• Maintain confidentiality of sensitive procurement information
• Comply with all applicable laws and regulations

5. Intellectual Property

5.1 Platform Ownership: The Platform, including its software, design, features, and documentation, is owned by Talin and protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to use the Platform.

5.2 User Content: You retain ownership of content you upload (files, data, RFx responses, etc.). By uploading content, you grant us a license to use, store, and process it to provide the Platform services.

5.3 AI-Generated Content: Content generated by AI features is provided to you for your use, but we retain rights to the underlying AI models and technology.

6. Data Usage and Privacy

Your use of the Platform is subject to our Privacy Policy, which describes how we collect, use, and protect your information. By using the Platform, you consent to our data practices as described in the Privacy Policy.

7. AI Features and Disclaimers

7.1 AI Assistance: The Platform includes AI-powered features for document generation, analysis, and decision support. AI outputs are suggestions and should be reviewed by qualified professionals before use.

7.2 No Warranty: AI-generated content is provided "as is" without warranty. We do not guarantee accuracy, completeness, or suitability for any particular purpose.

7.3 User Responsibility: You are responsible for reviewing, verifying, and validating all AI-generated content before using it in business decisions or legal documents.

8. Service Availability

We strive to provide continuous service availability but do not guarantee uninterrupted access. We may suspend service for maintenance, updates, or due to circumstances beyond our control. We are not liable for any losses resulting from service interruptions.

9. Payment Terms

If your use of the Platform is subject to fees, you agree to pay all applicable charges according to the pricing plan you selected. Fees are non-refundable except as required by law. We may change pricing with advance notice.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND
• WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID IN THE PAST 12 MONTHS
• WE ARE NOT RESPONSIBLE FOR USER CONTENT, THIRD-PARTY CONTENT, OR USER ACTIONS
• WE ARE NOT LIABLE FOR BUSINESS DECISIONS MADE BASED ON PLATFORM DATA OR AI OUTPUTS

11. Indemnification

You agree to indemnify and hold harmless Talin, its affiliates, officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from your use of the Platform, violation of these Terms, or infringement of third-party rights.

12. Termination

12.1 By You: You may terminate your account at any time through account settings or by contacting support.

12.2 By Us: We may suspend or terminate your account if you violate these Terms, engage in fraudulent activity, or for any other reason at our discretion.

12.3 Effect: Upon termination, your right to use the Platform ceases. We may retain certain data as required by law or for legitimate business purposes.

13. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes via email or Platform notification. Your continued use after changes constitutes acceptance of the modified Terms.

14. Third-Party Services

The Platform may integrate with third-party services (e.g., Microsoft Teams, email providers, AI models). Your use of third-party services is subject to their respective terms and conditions. We are not responsible for third-party services.

15. Export Compliance

You agree to comply with all applicable export and import laws and regulations. You will not use the Platform in any jurisdiction where it would be prohibited.

16. Governing Law and Disputes

16.1 Governing Law: These Terms are governed by the laws of [Your Jurisdiction], without regard to conflict of law principles.

16.2 Dispute Resolution: Any disputes arising from these Terms or your use of the Platform shall be resolved through binding arbitration, except where prohibited by law.

16.3 Class Action Waiver: You agree to resolve disputes individually and waive the right to participate in class actions.

17. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

18. Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Talin regarding the Platform and supersede all prior agreements.

19. Contact Information

For questions about these Terms, please contact us at:

Email: legal@talin.com