These Terms and Conditions (these “Terms”) govern access to and use of the Uptalent website and describe Uptalent’s general operating model and risk framework. Uptalent Inc. is a Delaware corporation qualified to do business in Florida, with its principal place of business at 18117 Biscayne Blvd., Suite 6156, Miami, FL 33160 (“Uptalent,” “we,” “us,” or the “Company”).
By accessing or using the website, or by requesting, receiving, or using any services facilitated by Uptalent, you agree to these Terms. If you are using the website or services on behalf of an organization, you represent that you have authority to bind that organization. If you are an individual, you represent that you are at least 18 years old.
These Terms describe Uptalent’s general operating model and risk framework. Uptalent typically provides services under a separately executed written agreement, order form, statement of work, or similar document (each, a “Client Agreement”).
These Terms do not replace, amend, or supersede any Client Agreement. If there is any conflict between these Terms and a Client Agreement, the Client Agreement will govern.
You may use the website only for lawful purposes and in accordance with these Terms. You agree not to:
Uptalent may suspend or restrict access to the website for violations of these Terms.
All content on the website, including text, graphics, logos, icons, images, and software, is owned by Uptalent or its licensors and is protected by applicable intellectual property laws.
Except as expressly permitted, you may not copy, reproduce, distribute, modify, or create derivative works from website content without Uptalent’s prior written consent.
Uptalent’s role is strictly limited to facilitating connections between clients and independent contractors located outside the United States (“Contractors”), sourcing potential Contractors, processing payments as an intermediary when applicable, and supporting communication between Clients and Contractors upon specific request.
Uptalent operates solely as an intermediary. Uptalent does not supervise, control, direct, or manage Contractors or the services they provide. Uptalent does not provide professional services and makes no representations or warranties regarding the outcome, quality, timeliness, performance, or compliance of Contractor services or deliverables.
Client is solely responsible for directing Contractor work, defining requirements, reviewing and approving deliverables, and determining fitness for Client’s intended use. Client is also responsible for engaging appropriately licensed professionals where required by law, permitting authorities, or project requirements.
Contractors engaged through Uptalent may provide support, drafting, production assistance, technical assistance, or other non-licensed services as agreed under an applicable Client Agreement. Uptalent does not itself create deliverables.
Deliverables are created by Contractors, not by Uptalent. Client uses all deliverables at its sole discretion and risk. Uptalent disclaims all liability for any use of deliverables, including permitting, construction, fabrication, safety-critical use, customer-facing deployment, investor communications, or other regulated or compliance-dependent purposes.
Client is solely responsible for code compliance, ADA compliance, permitting requirements, filings, stamp or signature requirements, and all approvals required for any project or end use.
Client may not materially expand or alter Contractor responsibilities without written confirmation from Uptalent. Any material scope change not confirmed in writing may be treated as outside the engagement.
Requests for additional services or additional Contractors are subject to Uptalent’s written confirmation.
During any engagement facilitated by Uptalent and for twenty-four months thereafter, Client shall not directly engage, employ, or contract with any Contractor or candidate introduced through Uptalent in a manner that circumvents Uptalent.
If Client wishes to directly hire or engage an Uptalent-introduced individual, the parties may address such request under the applicable Client Agreement or a separate written arrangement. Uptalent may seek injunctive or equitable relief for violations of this section, in addition to other remedies available under applicable law or contract.
Payment terms, timing, and conditions are governed by the applicable Client Agreement and invoices issued by Uptalent. Uptalent may suspend services for non-payment as permitted under the applicable Client Agreement.
Uptalent does not provide software license programs and does not monitor software used by Contractors. Uptalent has no obligation to audit or verify licensing compliance.
Client is solely responsible for providing and maintaining any required software licenses and for ensuring compliance with applicable licensing requirements. Client agrees to indemnify and hold harmless Uptalent from claims arising from licensing issues.
The parties may exchange confidential information in connection with services. Each party agrees to use reasonable measures to protect the other party’s confidential information from unauthorized use or disclosure.
Client is solely responsible for access controls, permissions, and credentials provided to Contractors.
Unless Client opts out in writing, Client agrees that Uptalent may reference Client’s name, logo, or public testimonials in a general and professional manner for marketing purposes. Uptalent will not share confidential information or detailed work product without prior written approval.
THE WEBSITE, SERVICES, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” UPTALENT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR QUALITY.
CLIENT ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES BY UPTALENT REGARDING CONTRACTOR SERVICES OR DELIVERABLES.
To the fullest extent permitted by law, Uptalent’s total aggregate liability arising out of or relating to these Terms or any engagement facilitated by Uptalent shall not exceed the total fees actually paid by Client to Uptalent during the three months immediately preceding the event giving rise to the claim.
Any claim must be brought within six months after the earlier of the date the claim arose, the date Client knew or should have known of the facts giving rise to the claim, the termination of the relevant engagement, or the date of the last related invoice or payment.
To the fullest extent permitted by law, Uptalent shall not be liable for any indirect, incidental, consequential, special, exemplary, enhanced, or punitive damages, including loss of profits, revenue, data, goodwill, business interruption, replacement labor costs, or reputational harm.
Any claim arising out of or relating to these Terms shall be brought solely against Uptalent and not against any individual officer, director, shareholder, employee, representative, or independent contractor in their personal capacity.
Contractor services are provided solely as support, drafting, production assistance, or technical assistance and are not licensed architectural, engineering, financial, legal, CPA, or other regulated professional services. Client agrees to consult appropriately licensed professionals where required and assumes sole responsibility for validating deliverables before any regulated or safety-critical use.
Client agrees to indemnify and hold harmless Uptalent from third-party claims arising out of Client’s use of deliverables, Client materials, Client’s breach of these Terms or a Client Agreement, or Client’s failure to obtain required licenses or approvals, except to the extent directly caused by Uptalent’s gross negligence or willful misconduct. Indemnification obligations are subject to the limitation of liability set forth above.
Uptalent shall not be liable for delays or failures caused by events beyond its reasonable control. Force majeure does not excuse payment obligations for services already rendered or invoiced.
These Terms are governed by the laws of the State of Delaware. Any dispute shall be brought exclusively in the state or federal courts located in Delaware. Each party waives the right to a jury trial to the fullest extent permitted by law.
Uptalent may update these Terms from time to time by posting a revised version on the website. Continued use of the website constitutes acceptance of the updated Terms.
Notices to Uptalent must be sent by email to rafael@uptalent.io and ignacio@uptalent.io and are deemed delivered upon actual receipt by both recipients.