Last update: 22 October 2025
The following terms of service (these ”Terms of Service”), govern your access to and use of the AgentPowered website and mobile application, including any content, functionality and services offered on or through www.agentpowered.io ( collectively, the ”Site”) by TalentGenius. TalentGenius, Inc. and its subsidiaries are collectively referred hereto as “TalentGenius” “we” or “us” and “you” or “user” means you as a user of the Site. “You” or “user” can be a Customer or a Provider as applicable.
By using the Site, opening an account or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree, on behalf of yourself or on behalf of your employer or any other entity (if applicable), to be bound and abide by these Terms of Service, and any additional standards, conditions, policies, guidelines and in-product disclosures made on or through the Site (collectively, the “Terms”), which are incorporated herein by reference. You further acknowledge, you have read and understood our Privacy Policy, found at https://talentgenius.io/legal/privacy-policy. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Site.
Key Terms
“Customers” are users who purchase services on the Site.
“Project / Projects / Services” are services offered via the Site, to be provided by Provider for a Customer, as set forth in the Order Form.
“Order Form” is the form entered into by Customer and Providers, and acknowledged and agreed by TalentGenius, in which Customers and Providers establish the economic and other details regarding an ordered Service.
“Orders” are the formal arrangements between a Customer and Provider established via the Order Form.
“Providers” are users who offer and provide Services via the Site.
“Provider Page” is where Providers can include all of their information about themselves and their teams, showcase their experience and anything that could be helpful to Customers.
Overview of Services and Terms
• Only registered users may buy and sell on the Site. In registering for an account, you agree to provide us with accurate, complete and updated information regarding your business or personal details, and update such details as required, without undue delay. In addition, you must not create an account for fraudulent or misleading purposes. You are solely responsible for any activity on your account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your account.
• Providers determine their pricing, at their sole discretion, as set forth in the Order Form. Customers pay TalentGenius to create an Order. Customers pay TalentGenius in advance to create an Order, as further detailed on the Payment Terms.
• Providers must fulfill their Orders, and may not cancel Orders on a regular basis or without cause. Cancelling Orders will affect Providers’ reputation and level.
• Providers gain account levels based on their performance metrics.
• Users may not offer or accept payments relating to the Services using any method other than through the Site.
• When purchasing Services on the Site, Customers are granted all rights for the delivered work, or unless agreed otherwise between Provider and Customer. Note: some Projects may entail a Commercial Use License described below.
• The Site is a marketplace for digital services offered by Providers. Customers confirm they will engage all Providers as independent contractors and will not exercise control over how they perform their work, nor provide supervision or direction on the manner or means by which the services are completed.
• TalentGenius retains the right to use all delivered work that the Customer agreed to publish as part of a review or otherwise make public, for TalentGenius marketing and promotion purposes and/or other purposes relevant for the operation and function of the Site.
Providers
3.1 Basics
• Providers deliver Projects via the Site to allow Customers to purchase their services.
• For information about receiving payments, fees and taxes see the payment terms set forth in Exhibit A (the “Payment Terms”).
• The Provider's rating is calculated based on the reviews posted by Customers. High ratings allow Providers to obtain advanced Provider levels. In certain cases, exceedingly low ratings may lead to the suspension of the Provider’s account.
• Providers must obtain a general liability insurance policy with coverage amounts that are sufficient to cover all risks associated with the performance of their services.
3.2 Requirements regarding Projects. Projects and/or users may be removed by TalentGenius from the Site for violations of the Terms, which may include (but are not limited to) the following violations and/or materials:
• Illegal or fraudulent services
• Copyright Infringement, trademark infringement, and violation of a third party's terms of service reported through our Intellectual Property Claims Policy found here
• Adult oriented services, pornographic, inappropriate/obscene
• Intentional copies of Projects
• Spam, nonsense, violent or deceptive Projects
• Projects misleading to Customers or others
• Reselling of regulated goods
• Offering to prepare academic works on behalf of Customers
• Low quality services or deliveries
• Promoting TalentGenius and/or TalentGenius Projects through activities that are prohibited by any laws, regulations and/or third parties’ terms of service, as well as through any marketing activity that negatively affects our relationships with our users or partners.
• Projects that are removed for violations mentioned above may result in the suspension of the Provider’s account.
• Projects that have been permanently removed for violations are not eligible to be restored or edited.
Customers
4.1 Basics
• You may not offer direct payments to Providers using payment systems outside of the TalentGenius platform.
• TalentGenius retains the right to use all delivered work that the Customer agreed to publish as part of a review or otherwise make public, for TalentGenius marketing and promotion purposes and/or other purposes relevant for the operation and function of the Site.
• When placing an Order on the TalentGenius platform you may only use funds that were obtained from legal sources and are not, directly or indirectly, connected to any unlawful or fraudulent activities.
• Providers may offer Customers a fixed term or recurring subscription for a specific Service (a “Subscription”). The details of the Service will be described further in the Order Form.
4.2 Purchasing
• Please refer to the Payment Terms for making payments through the Site and to learn about fees and taxes.
• You may not offer Providers to pay, or make payment using any method other than through the Site. In case you have been asked to use an alternative payment method, please report it immediately to TalentGenius’ Customer Support team.
Orders
5.1 Basics
• An Order is marked as Complete after it is marked as “Delivered” and then accepted by a Customer. An Order will be automatically marked as “Complete” if not accepted and no request for modification was submitted within 3 days after the Order was marked as “Delivered”. The Customer may extend such period by up to 5 additional days.
• A milestone (on an Order with milestones) is marked as “Complete” after it is delivered by the Provider and then accepted by the Customer. A milestone will be automatically marked as “Complete” if no acceptance or request for modification were submitted within 8 days after being marked as Delivered, however, in such case the Order will stop and all further milestones will not start. Once a milestone is delivered and accepted, Customers may choose to either continue with the Order and pay for the next milestone, or to stop the Order. If Customer does not pay for the next milestone within 10 days of acceptance of previous milestones, the Order under the next milestones will not start. Please note that if you choose to stop future milestones, the current ordered milestone will not be cancelled.
• Customers may purchase a Subscription via the Order Form. During the Subscription term, a new Order of the same Project will be automatically created on a recurring basis, as agreed between the Provider and Customer.
• Certain Projects that offer local services might require Customers and Providers to meet in person in order for the Provider to perform the service. In such cases, users should note that TalentGenius does not guarantee the behavior, conduct, safety, suitability or ability of either Customers or Providers. Both Customers and Providers agree that the entire risk arising out of their meeting and/or their use or performance of local services remains solely with them, and TalentGenius has no responsibility or liability related to any local services provided by the Providers. In the event that the service is performed on the Customers’ premises, Customers are encouraged to maintain proper insurance policies to cover their liability as the premise owner. TalentGenius’s Terms remain applicable to Orders that are performed outside of the marketplace (including, among others, the below restrictions on unlawful use, inappropriate behavior & language, and targeted abuse).
5.2 Handling Orders
• Providers are required to meet the delivery time they specified when creating their Projects. Failing to do so will allow the Customer to cancel the Order when an Order is marked as late and may harm the Provider's rating.
• Providers must send completed files and/or proof of work when marking the Order as “Delivered”.
• Users are responsible for scanning all transferred files for viruses and malware. TalentGenius will not be held responsible for any damages which might occur due to site usage, use of content or files transferred.
• TalentGenius reserves the right to mark Orders as “completed” after a revision has been requested in cases where Customers have not been responsive with their Providers or if we recognize abuse of the TalentGenius Order system.
5.3 Reviews
• Reviews provided by Customers are an essential part of TalentGenius's rating system. Reviews will not be removed unless there are clear violations of our Terms.
• To prevent any misuse of our review system, all reviews must come from legitimate and eligible orders. Purchases arranged, determined to artificially enhance Provider ratings, or to abuse the Site, may result in a permanent suspension of all related accounts.
• Withholding the delivery of services, files, or information required to complete the Project’s service with the intent to gain favorable reviews or additional services is prohibited. Providers may not solicit the removal of feedback reviews from their Customers through mutual cancellations.
• Once both Provider and Customer have completed their reviews, or the applicable review period has passed, all posted reviews are made public.
• Work samples are added to a Provider’s assets on the Site if the Customer chooses to publish the delivery while providing a public feedback review.
User Conduct and Protection
6.1 Basics
• Requesting or providing email addresses, third party messaging applications, telephone numbers or any other personal contact details to communicate outside of TalentGenius in order to circumvent or abuse the Site messaging system or the Site is not permitted.
• TalentGenius does not provide any guarantee of the level of service offered by Providers to Customers. Where available, you may use the dispute resolution tools provided to you via the Site.
• TalentGenius does not provide protection for users who interact outside of the Site.
• Rude, abusive, or improper language, and violent or threatening messages will not be tolerated and may result in an account warning or the suspension/removal of your account.
• You undertake not to discriminate against any other user based on gender, race, age, religious affiliation, sexual orientation or otherwise and you acknowledge that such discrimination may result in the suspension/removal of your account.
• Users may not submit proposals or solicit parties introduced through TalentGenius to contract, engage with, or pay outside of TalentGenius.
6.2 Orders
• Users with the intention to defame competing Providers by ordering from competing services will have their reviews removed or further account status related actions determined by review by our Trust & Safety team.
• Users are to refrain from spamming or soliciting previous Customers or Providers to pursue removing/modifying reviews or cancelling Orders that do not align on Order Cancellation or Feedback policies.
6.3 Projects & Provider Page
• Providers warrant that any content included in their Services and Provider Page, is original work conceived by the Provider and does not infringe any third party rights, including, without limitation, copyrights, trademarks or service marks.
• Users may report Projects or Services that may be in violation of TalentGenius’s Terms based on the reported Project’s replicated similarity to pre-existing services (copycat Projects) through our reporting system or to Customer Support.
6.4 Reporting Violations
If you come across any content that may violate our Terms, you should report it to us through the appropriate channels created to handle those issues as outlined in our Terms. All cases are reviewed by our Trust & Safety team. Our decision, among others, may rely on the information that you provided to us. To protect individual privacy, the results of the investigation are not shared. You can review our Privacy Policy for more information.
TalentGenius does not check user uploaded/created content for violations of copyright or other rights. If you believe any of the uploaded content violates your copyright or other intellectual property right, you should follow the process below.
REPORTING COPYRIGHT CLAIMS UNDER THE US DIGITAL MILLENIUM COPYRIGHT ACT OF 1998 (DMCA):
To report a copyright infringement claim under the DMCA, please send an infringement notice (“Notice”) to TalentGenius’ designated DMCA agent at dmca@talentgenius.io.
Please include the following information in your Notice:
• A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Platform where the material you claim is infringed is visible. Include enough information to allow TalentGenius to locate the material, and explain why you think an infringement has taken place
• A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published
• Your name, address, telephone number, and e-mail address
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
• A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf
• Your electronic or physical signature as the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
Note that we will provide the user who is allegedly infringing your copyright with information about the Notice and allow them to respond. In cases where sufficient proof of infringement is provided, we may remove or suspend the reported materials prior to receiving the user's response. In cases where the allegedly infringing user provides us with a proper counter-notice indicating that it is permitted to post the allegedly infringing material, we may notify you and then replace the removed or disabled material. In all such cases, we will act in accordance with 17 U.S.C Section 512 and other applicable laws.
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
DMCA COUNTER-NOTICE REQUIREMENTS:
If you believe that material you posted on the site was removed or access to it was disabled by mistake or misidentification, you may file a counter-notice with us (a "Counter-Notice") by submitting written notification to our DMCA Claims agent (identified above). Pursuant to the DMCA, the Counter-Notice must include substantially the following:
• Your physical or electronic signature.
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
• Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
• A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled due to a mistake or misidentification of the material to be removed or disabled.
• A statement including your consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
6.5 Violations
• Users may receive a warning to their account for violations of our Terms or any user misconduct reported to our Trust and Safety team. A warning will be sent to the user's email address and will be displayed for such user on the Site. Warnings do not limit account activity, but can affect your eligibility sell on the platform, or to certain benefits and tools, remove your Projects from our listings or lead your account to becoming permanently disabled.
• If we have taken action against a user’s account or a Project(s), for the violation of our Terms, we will send the user an email explaining the reasons and basis for such actions as well as their options regarding an additional review. For more information see our Notices and Appeals section.
Non-Permitted Usage
• Adult Services & Pornography - TalentGenius does not allow any exchange of adult oriented or pornographic materials and services.
• Inappropriate Behavior & Language - Communication via the Site should be friendly, constructive, and professional. TalentGenius condemns bullying, harassment, and hate speech towards others. We allow users a medium for which messages are exchanged between individuals, a system to rate orders, and to engage on larger platforms such as our Community Forum and Social Media pages.
• Phishing and Spam - Members’ security is a top priority. Any attempts to publish or send malicious content with the intent to compromise another member’s account or computer environment is strictly prohibited. Please respect our members privacy by not contacting them with offers, questions, suggestions or anything which is not directly related to their Services or Orders.
• Privacy & Identity - You may not publish or post other people's private and confidential information. Any exchange of personal information required for the completion of a service must be provided in the Order Form. Providers further confirm that whatever information they receive from the Customer, which is not public domain, shall not be used for any purpose whatsoever other than for the delivery of the work to the Customer. Any users who engage and communicate off of TalentGenius will not be protected by our Terms of Service.
• Authentic TalentGenius Profile - You may not create a false identity on the Site, misrepresent your identity, create a TalentGenius profile for anyone other than yourself (a real person), or use or attempt to use another user’s account or information; Your profile information, including your description, skills, location, etc., must be accurate and complete and may not be misleading, illegal, offensive or otherwise harmful. TalentGenius reserves the right to require users to go through a verification process in order to use the Site (whether by using ID, phone, camera, register excerpts, documents, etc.).
• Intellectual Property Claims - TalentGenius will respond to clear and complete notices of alleged copyright or trademark infringement, and/or violation of third party’s terms of service.
• Fraud / Unlawful Use - You may not use TalentGenius for any unlawful purposes or to conduct illegal activities, including to bypass economic sanctions or trade restrictions imposed by the United States, European Union or any other applicable jurisdiction.
• Targeted Abuse - We do not tolerate users who engage in targeted abuse or harassment towards other users on the Site. This includes creating new multiple accounts to harass members through our message or ordering system.
6.6 Disputes and Cancellations
We encourage our Customers and Providers to try and settle conflicts amongst themselves. If for any reason this fails after using the Resolution Center or if you encounter non-permitted usage on the Site, users can contact TalentGenius's Customer Support team for assistance. For more information about disputes, Order cancellations and refunds please refer to the Payment Terms.
6.7 Content Moderation, Notices and Appeals
• TalentGenius is generally not obligated to proactively check the content posted by users for its legality or compatibility with Terms. We are nonetheless entitled to carry out voluntary checks on our own initiative to identify and determine illegal or incompatible content and to take appropriate measures. We may take appropriate actions if we find, or are notified of, a violation of the Terms.
• If TalentGenius takes action concerning you, your account or content, you can file a complaint against this decision. You may also file a complaint if you disagree with our decision following a notice you submitted. In both cases, the deadline for submitting a complaint is six months following the notification of the respective decision to you. You may file a complaint by contacting our Customer Support. Please explain in your complaint why you believe we should reverse our decision.
• We will handle complaints in a timely, non-discriminatory, diligent, and objective manner and will reverse our decision if we come to the conclusion that it has been taken erroneously.
6.8 Proprietary Restrictions
The Site, including its features, general layout, look and feel, design, information, content and other materials available thereon (other than UGC), and all intellectual property rights related to it are exclusively owned by TalentGenius. Users have no right, and specifically agree not to do the following with respect to the Site or any part, component or extension of the Site (including its mobile applications and including any third party component or technology used to operate the Site or any of its features): (i) copy, transfer, adapt, modify, distribute, transmit, display, create derivative works, publish or reproduce it, in any manner; (ii) access it, or use any delivery, in order to develop or build similar or competitive products or features, seek to acquire any ownership interest or license, sell, transfer, time-share, or lease it (or attempt any of the foregoing); (iii) reverse assemble, decompile, reverse engineer or otherwise attempt to derive its source code, underlying ideas, algorithms, structure or organization; (iv) remove any copyright notice, identification or any other proprietary notices; (v) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Site; (vi) attempt to gain unauthorized access to, interfere with, damage or disrupt the Site or the computer systems or networks connected to the Site; (vii) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Site; (viii) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Site to monitor, retrieve, extract, copy or collect content or data from or through the Site, or engage in any manual process to do the same;(ix) systematically retrieve data or other content to create or compile, directly or indirectly, a collection, compilation, database, or directory, (x) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems, (xi) use the Site in any manner that could damage, disable, overburden or impair the Site, or interfere with any other users’ enjoyment of the Site or (xii) access or use the Site in any way not expressly permitted by the Terms. Users also agree not to permit or authorize anyone else to do any of the foregoing.
Except for the limited right to use the Site according to these Terms of Service, TalentGenius owns all right, title and interest in and to the Site (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We reserve all rights in connection with the Site and its content (other than UGC) including, without limitation, the exclusive right to create derivative works.
6.9 Feedback Rights
To the extent that you provide TalentGenius with any comments, suggestions or other feedback regarding the Site, as well as other TalentGenius products or services (collective, the “Feedback”), you will be deemed to have granted TalentGenius an exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide ownership rights in the Feedback. TalentGenius is under no obligation to implement any Feedback it may receive from users.
6.10 Confidentiality
Providers should recognize that there might be a need for Customers to disclose certain confidential information to be used by Providers for the purpose of delivering the Services, and to protect such confidential information from unauthorized use and disclosure. Therefore, Providers agree to treat any information received from Customers as highly sensitive, top secret and classified material. Without derogating from the generality of the above, Providers specifically agree to (i) maintain all such information in strict confidence; (ii) not disclose the information to any third parties; (iii) not use the information for any purpose except for delivering the Services; and (vi) not to copy or reproduce any of the information without the Customer’s permission.
User Generated Content
User Generated Content (“UGC”) refers to the content uploaded by users as opposed to content created by the Site. All content uploaded to the Site by our users (Customers and Providers) is User Generated Content. TalentGenius does not proactively check UGC for appropriateness, violations of copyright, trademarks, other rights or violations and the user uploading/creating such content shall be solely responsible for it and the consequences of using, disclosing, storing, or transmitting it. By uploading to, or creating content on, the Site, you represent and warrant that you own or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to use and/or upload such content and that such content or the use thereof in the Site does not and shall not (a) infringe or violate any intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions; and/or (c) violate any of your or third party’s policies and/or terms of service. We invite everyone to report violations together with proof of ownership as appropriate. Violating content may be removed or disabled.
Furthermore, TalentGenius is not responsible for the content, quality or the level of service provided by the Providers. We provide no warranty with respect to Services delivered by Providers, their delivery, or any communications between Customers and Providers. We encourage users to take advantage of our rating system, our community and common sense in choosing appropriate services.
By offering a Service, the Provider undertakes that they have sufficient permissions, rights and/or licenses to provide, sell or resell the service that is offered via the Site. Providers advertising online their Services, including Provider Page, must comply with laws and terms of service of the advertising platform or relevant website used to advertise. Failing to do so may result in removal of the Project as applicable, and may lead to the suspension of Provider's account.
Ownership
Ownership and limitations: When purchasing a Service on the Site, unless clearly stated otherwise on the Order Form, when the work is delivered, and subject to payment, the Customer is granted all intellectual property rights, including but not limited to, copyright in the work delivered from the Provider, and the Provider waives any and all moral rights (to the extent permitted by applicable law) therein. Accordingly, the Provider expressly assigns to the Customer the copyright in the delivered work. All transfer and assignment of intellectual property to the Customer shall be subject to full payment, and the delivery may not be used if payment is cancelled for any reason. For removal of doubt, in custom created work (such as art work, design work, report generation etc.), the delivered work and its copyright shall be the exclusive property of the Customer and, upon delivery, the Provider agrees that it thereby, pursuant to the Terms, assigns all right, title and interest in and to the delivered work to the Customer. Some Projects (including for custom created work) charge additional payments for a Commercial Use License. This means that if you purchase the Project for personal use, you will own all rights you require for such use, and will not need the Commercial Use License. If you intend to use it for any charge or other consideration, or for any purpose that is directly or indirectly in connection with any business, or other undertaking intended for profit, you will need to buy the Commercial Use License and will have broader rights that cover your business use.
Furthermore, users (both Customers and Providers) agree that unless they explicitly indicate otherwise, the content users voluntarily create/upload to TalentGenius, including Project texts, photos, videos, usernames, user photos, and any other information, including the display of delivered work, may be used by TalentGenius for no consideration for marketing purposes and/or other purpose relevant for the operation and function of the Site.
8.2 Commercial Use License
By purchasing a “Commercial Use License” with your Order, the Provider grants you a perpetual, exclusive, non-transferable, worldwide license to use the purchased delivery for Permitted Commercial Purposes. For the avoidance of doubt, the Provider retains all ownership rights. “Permitted Commercial Purposes” means any business related use, such as (by way of example) advertising, promotion, creating web pages, integration into product, software or other business related tools etc., and strictly excludes any illegal, immoral or defamatory purpose. This License is subject to TalentGenius’s Terms. There is no warranty, express or implied, with the purchase of this delivery, including with respect to fitness for a particular purpose. Neither the Provider nor TalentGenius will be liable for any claims, or incidental, consequential or other damages arising out of this license, the delivery or your use of the delivery.
Disclaimer of Warranties
YOUR USE OF THE SITE, ITS CONTENT, FEATURES, SERVICES AND PROGRAMS, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, FEATURES, SERVICES AND PROGRAMS, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, PROVIDED THAT WE HAVE ACTED WITH REASONABLE PROFESSIONAL DILIGENCE. NEITHER TALENTGENIUS NOR ANY PERSON ASSOCIATED WITH TALENTGENIUS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
PROVIDED THAT WE HAVE ACTED WITH REASONABLE PROFESSIONAL DILIGENCE, IN NO EVENT WILL TALENTGENIUS, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, THE CONDUCT OF THIRD PARTIES, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
The term “Affiliate” referred to herein, is an entity that, directly or indirectly, controls, or is under the control of, or is under common control with TalentGenius, where control means having more than fifty percent (50%) voting stock or other ownership interest or the majority of voting rights of such entity.
Disputes with TalentGenius
These Customer Terms and your use of the Site are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles. The Convention on Contracts for the International Sale of Goods shall not apply to the Agreement, except that the arbitration clause and any arbitration hereunder shall be governed by the Federal Arbitration Act, Chapters 1 and 2.
Any controversy or claim arising out of or relating to these Customer Terms or the breach thereof shall be settled by arbitration, administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and as governed by the Federal Arbitration Act. Judgment on the award rendered by the arbitrator shall be binding and may be entered in any court having jurisdiction thereof. Such arbitration shall be conducted, in English in San Francisco, California by one arbitrator selected in accordance with AAA rules. Notwithstanding the foregoing, both Parties acknowledge that certain violations of this Agreement could result in irreparable injury and damages to the other party that are difficult to measure. Therefore, either party may seek temporary or preliminary injunctive relief (in any court of competent jurisdiction) pending the outcome of arbitration, the seeking or obtaining of which relief shall not be deemed to be a waiver of such party’s right to arbitrate and shall be in addition to all arbitration rights of such party. A demand for arbitration shall be made within a reasonable time after the claim, dispute, or controversy has arisen and in no event shall the demand for arbitration be made after the date when the institution of legal or equitable proceedings based on such claim, dispute, or other matter in controversy would be barred by the applicable statute of limitations. The arbitrator may in the arbitrator’s discretion award costs and fees (including attorney’s fees) to the prevailing party.
General Terms
12.1 Changes to these Terms. No modification, waiver, or amendment to these Terms is effective unless made in writing and signed by you and TalentGenius.
12.2 Indemnification. To the fullest extent possible pursuant to applicable law, you agree to defend, indemnify, and hold TalentGenius harmless, including its officers, directors, or shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including attorneys’ fees) arising from: (1) your violation of any of these Terms or any other TalentGenius Terms, policies and standards; (2) your violation of any third-party right, including any intellectual property right, access rights, property, or privacy right; and/or (3) any other type of claim that your Services, your profile and/or your use of the Site or TalentGenius services caused to a third party, provided that TalentGenius acts with reasonable professional diligence. TalentGenius reserves the right to handle its legal defense however it deems fit—even if you are indemnifying TalentGenius—in which case you agree to cooperate with TalentGenius so it can execute its strategy.
12.3 Severability. If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect. TalentGenius’s failure to enforce any part of the Terms is not a waiver of its right to later enforce that or any other part of the Terms.
12.4 Assignment. All the terms and provisions of the Terms will be binding upon and inure to the benefit of the parties and to their respective heirs, successors, permitted assigns and legal representatives. TalentGenius may assign or otherwise transfer its rights and/or obligations under the Terms without your consent or a notice to you, unless otherwise required by applicable law. You may not assign or transfer any of your rights and obligations under the Terms without the prior written consent of TalentGenius. Any attempted or actual assignment thereof without TalentGenius’s prior explicit and written consent will be null and void.
12.5 Entire Agreement. Our Terms constitute the entire agreement concerning the subject matter therein, and supersede any other agreement regarding the Site or services.
12.6 Interpretation. Any heading, caption or section title contained herein, and/or any explanation or summary columns, is provided only for convenience, and in no way alters and/or amend the provisions within the Terms nor shall it legally bind us in any way. The original language of the Terms is English. TalentGenius makes this translation available for convenience only. In case of conflicts between the original English version and any translation, the English version shall prevail.
Exhibit A
Payment Terms
These following terms (these “Payment Terms”) govern payments you make or receive in connection with the Terms of Service.
Key Terms
Capitalized terms used but not defined herein shall have the respective meanings given to them in the Terms of Service.
TalentGenius Balance is the aggregated amount of your Earnings as a Provider and/or returned payments from canceled Orders as a Customer.
Payment Services Provider(s) are service providers that provide payment services to Customers and Providers in connection with the Site. These services include the collection of funds from Customers in connection with purchases, remittance and withdrawal of funds to and from Providers, currency exchange services in connection with payments and withdrawals in local currencies, and the holding of TalentGenius Balance funds.
Earnings is the money that Providers earn via the Site and can be withdrawn subject to these Terms.
Receiving Payments
As a Provider, each Order you sell and successfully complete, credits your account with Earnings.
TalentGenius credits Providers once an Order is completed. See the “Orders” section in the Terms of Service for more information.
If an Order is canceled (for any reason), the funds paid will be returned to the Customer’s TalentGenius Balance.
Providers are responsible for paying any direct or indirect taxes, including any GST, VAT or income tax, which may apply to them depending on residency, location or otherwise, under provisions of their jurisdiction. Providers represent and warrant that they comply, and will comply at all times, with their obligations under income tax provisions in their jurisdiction. The price shown on the Order Form or otherwise agreed between Provider and Customer, is inclusive of all such taxes and charges that may apply to the Providers.
Payment Service Providers facilitate payments to Providers. In the event TalentGenius receives any funds, Provider agrees that TalentGenius does so as its agent. Provider hereby appoints TalentGenius as Provider’s limited authorized payment collection agent solely for the purpose of accepting payments (via its Payment Services Provider, if applicable) from Customer, and remitting those payments to Provider. Provider agrees that payment from Customer to TalentGenius shall be considered the same as a made directly to Provider. Customer’s payment obligation to Provider will be satisfied upon receipt of payment by TalentGenius via its Payment Services Providers, and TalentGenius via its Payment Services Providers, is responsible for remitting the funds to Provider in the manner described in these Payment Terms. In the event that TalentGenius (via its Payment Services Providers) does not remit any such amounts to Provider, the Provider will have recourse only against TalentGenius and not the Customer directly. Provider agrees that TalentGenius may describe or otherwise reflect the terms contained herein in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Customers that TalentGenius may deem necessary or prudent.
TalentGenius is not a Payment Services Provider. TalentGenius partners with Payment Services Providers for purposes of collecting payments from Customers, transferring such payments from Customers to Providers, and holding funds in connection with TalentGenius Balances. None of the above payment services are performed by TalentGenius itself. In addition, all payments services in connection with the withdrawal of funds on the Site are performed by TalentGenius’s Payment Services Providers and not by TalentGenius itself. As a Provider, you agree to be bound by any additional terms and conditions provided by a Payment Services Provider, as such terms may be modified by the Payment Services Provider from time to time.
Purchasing
3.1 General
Customers pay TalentGenius to create an Order as set forth in the Order Form.
TalentGenius is not a Payment Service Provider. TalentGenius partners with Payment Services Providers for the purpose of collecting all payments from Customers, transferring such payments from Customers to Providers, and holding funds in connection with TalentGenius Balances. All payment services in connection with the collection of funds on the Site are performed by TalentGenius’s Payment Services Providers and not by TalentGenius.
TalentGenius serves as Provider’s limited authorized payment collection agent solely for the purpose of accepting payments (via its Payment Services Provider, if applicable) from Customer, and remitting those payments to Provider. Customer’s payment obligation to Provider will be satisfied upon receipt of payment by TalentGenius via its Payment Services Providers and TalentGenius via its Payment Service Providers is responsible for remitting the funds to the Provider in the manner described in these Payment Terms. In the event that TalentGenius via Payment Services Providers does not remit any such amounts to Provider, the Provider will have recourse only against TalentGenius and not the Customer directly. In accepting liability as the limited authorized payment collection agent of Provider, TalentGenius and its affiliates assume no liability for any acts or omissions of Provider.
Service fees on the Site cover administrative costs. Service fees are added at the time of purchase where you can review and accept the total amount requested to pay. As of October 2025, the service fees for Projects are 10% of the purchase amount, or as otherwise set forth in an Order Form.
In case you, as a Customer, have an available TalentGenius Balance, it will be automatically used to pay for your next purchase.
You may not offer Providers to pay, or make payment using any method other than through the Site. In case you have been asked to use an alternative payment method, please report it immediately to our Customer Support team.
You agree to receive invoices and/or payment receipts from TalentGenius in electronic form as PDF documents, by email or through the Site.
To protect against fraud, unauthorized transactions (such as money laundering), claims, or other liabilities, payment information in connection with withdrawals is collected by either TalentGenius or TalentGenius’s Payment Services Providers. Payment Services Providers may also collect such other information as necessary for the purpose of processing withdrawal payments. Payment information provided to Payment Services Providers is subject to the Payment Service Provider's privacy policy and their terms and conditions.
By using any payment method and/or providing payment details for making purchases via the Site, you represent and warrant that: (a) you are legally authorized to provide such information; (b) you are legally authorized or have permission to make payments using the payment method(s); (c) if you are an employee or agent of a company or person that owns the payment method, you are authorized by that company or person to use the payment method to make payments via the Site; and (d) such actions do not violate any applicable law.
3.5 Currencies
You can pay for the services offered on or through the Site and other Orders in US Dollars. For your convenience, prices will be rounded up to the closest number. At checkout, you will see the accurate amount to be paid.
Taxes
TalentGenius may be required by applicable laws to charge users with indirect taxes (such as Sales Tax, VAT or GST) or to withhold taxes. Any amount TalentGenius will be required to collect will be in addition to the purchase amount and any other fees payable by the Customer, and any amount TalentGenius will be required to withhold will be deducted from the Provider’s Earnings, as required by applicable laws.
Indirect taxes are in addition to the price shown on the Site, and in any event, any such taxes will always be displayed to the Customer before payment.
Users are responsible for paying any direct or indirect taxes, including any GST, VAT, or income tax, which may apply to them depending on residency, location or otherwise, under provisions of their jurisdiction.
Disputes and Cancellations
We encourage our Customers and Providers to try and settle conflicts amongst themselves. If for any reason this fails after using the Resolution Center or if you encounter non-permitted usage on the Site, users can contact TalentGenius's Customer Support department for assistance.
5.1 Basics
Order cancellations can be performed on the Site, when eligible. Filing a transaction dispute or reversing a payment through your payment provider or your bank, after an Order is accepted and delivered, is a violation of these Payment Terms. Doing so may get your account temporarily or permanently disabled. Note: Once you have filed a dispute with your payment provider, the funds will be ineligible for a refund due to our obligations towards the payment provider.
In the event that you encounter an issue related to Services, you are encouraged to use the Site's dispute resolution tools to attempt to resolve the matter.
TalentGenius, through its Payment Services Provider, reserves the right to cancel Orders or place funds on hold for any suspected violation of the law, the Terms of Service, or fraudulent transactions made on the Site.
All transfer and assignment of intellectual property to the Customer shall be subject to full payment by the Customer. The Customer will not be allowed to use the delivery if payment is canceled for any reason.
If an Order is cancelled (for any reason), the funds paid will be returned to the Customer’s TalentGenius Balance.
Revisions to deliveries can be performed by Providers based on the Provider’s Project and customer care. Providers may determine the amount of revisions they wish to offer, including no revisions.
5.2 Order Cancellations
TalentGenius encourages Customers and Providers to resolve service disputes mutually using the Site. Eligibility for requests to TalentGenius to cancel an Order will be assessed by TalentGenius based on a potential misconduct, violations of our Terms of Service and/or our Community Standards and improper usage of the TalentGenius delivery system. See below for Order specific eligibility.
Completed Orders (or, where applicable, completed milestones) may be canceled, upon review of our Customer Support team, based on potential misconduct, violations of our Terms of Service and/or our Community Standards, up to 14 days after the Order (or Milestone) is marked as complete. Please be advised that Orders cannot be partially canceled (i.e. we can only cancel the entire Order when it is justified).
Orders are not eligible to be canceled based on the quality of Service/materials delivered by the Provider if the service was rendered as described in the Order Form or as agreed between Provider and Customer. You may rate your experience with the Provider in the Site, including the overall level of service quality received.
You must use the Site’s Resolution Center to address your concerns and desired resolution related to the service provided by their Provider prior to contacting Customer Support. Customer Support will not take any action against Orders where the Customer has failed to inform their Provider of issues related to the Provider’s Service and will allow Providers to provide a resolution first. This does not include non-permitted usage of the Site.
Any non-permitted usage of TalentGenius encountered during an Order, after being reviewed by our Customer Support team, may result in the Order being canceled. This includes, but not limited to; harassment, unlawful behavior, or other violations of TalentGenius’s Terms of Service.
TalentGenius will cancel Orders based on, but not limited to, the following reasons:
• Active Orders (after requirements were submitted to the Provider and before the Provider delivers via the Site):
• The Provider is late and unresponsive for more than 24 hours while the Order is marked as Late.
• Users are abusive towards the other party through threats of low ratings or leveraging Order materials (such as logins, personal information) against each other.
• Users supplied or included copyright/trademark infringing materials as part of their requirements or the Provider’s delivery.
• The user is no longer an active TalentGenius user due to Terms of Service violations or closure of their account.
• Delivered Orders (after the Provider clicks Deliver Now and before the Order is marked as completed):
• The Provider uses the delivery system to extend the delivery due date to complete the requested service without providing the final delivered service. Note: Multiple reported offenses will result in permanent suspension of your account.
• The Provider delivers no files and/or proof of work related to the agreed upon Order requirements. Note: Subjectivity of the materials in question will be reviewed by our Customer Support team.
• The Provider requests additional payments, on or off the Site, by withholding the final delivery of services directly related to the agreed requirements.
• The Provider is withholding the final delivery of services for improved ratings.
• Users who abuse the Request Revisions button to gain more services from Providers beyond the agreed requirements.
• Users who threaten to leave a damaging review to gain more services from the Provider not related to the agreed requirements.
• Completed Orders:
• Users who have been reported to use copyright/trademark infringing materials after verification and with proof.
• TalentGenius Customer Support will review cases of Order delivery manipulation that prevents users from fully utilizing our Resolution Center that enabled the Order to be marked as complete.
5.3 Chargebacks
TalentGenius reviews cases of payment provider chargebacks and disputes on behalf of Providers. Although results vary per case due to each chargeback reason, we work hard on resolving disputes in the Provider’s favor. If the chargeback case allows, TalentGenius via one of its TalentGenius’s Payment Services Providers will return parts or full Earnings back to Providers, otherwise the chargeback amount will be borne by the Provider.
5.4 Refunds
TalentGenius does not automatically refund payments made for canceled orders back to your payment provider. Funds from cancellations are returned to the Customer's TalentGenius Balance and are available for future purchases via the Site.
Refunds from Customer’s TalentGenius Balance (i.e. refunds directly to your payment provider) can be requested from the billing page. The refund will be based on your payment method(s), amount and currency. To prevent fraud and abuse, we limit the total amount of times users can request a payment provider refund, which is subject to review by our Customer Support team. Such refunds may be subject to an additional fee.
Providers may offer a partial refund with respect to a specific Order to the Customer. Upon acceptance by the Customer of such partial refund, the amount will be automatically refunded to the Customer‘s payment method. In the event that TalentGenius, through its Payment Service Providers, will not be able to refund the agreed amount to Customer’s payment method, such amount will be added to Customer’s TalentGenius Balance.