Terms & Conditions

You agree to indemnify, defend, and hold harmless Uptalent, its officers, directors, employees, agents, licensors, and suppliers from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the website using your Internet account.

Claims Arising from Contractor Services; Defense and Insurance.

(a) Client Indemnity. Client shall indemnify, defend and hold harmless Uptalent and its officers, directors, employees, agents, licensors and affiliates (each, an “Uptalent Indemnitee”) from and against any and all losses, liabilities, claims, damages, demands, fines, penalties, costs and expenses (including reasonable attorneys’ fees and costs of investigation and litigation) arising out of or relating to: (i) any services, deliverables, communications, or work product provided by a Contractor to Client; (ii) any claim that Client’s use of Contractor services violated applicable law, professional standards, or licensing requirements; (iii) any claims of professional negligence, malpractice, errors or omissions, breach of contract, or negligence asserted against Client or a Contractor in connection with Contractor-performed services; (iv) any allegation that a Contractor was not licensed, registered, or otherwise authorized to perform regulated services in the applicable jurisdiction; or (v) any intellectual property or third-party claims arising from materials provided by Client to a Contractor or resulting from Contractor-performed work.

(b) Defense Procedure. Uptalent will promptly notify Client in writing of any claim for which an Uptalent Indemnitee seeks indemnification. Client will have the right to assume and control the defense and settlement of any such claim with counsel of its choice, provided that Client may not enter into any settlement that imposes any obligation or admission of liability on an Uptalent Indemnitee without Uptalent’s prior written consent (which will not be unreasonably withheld). Uptalent will cooperate reasonably with Client in the defense and at Client’s expense.

(c) Insurance. Where applicable, Client agrees to maintain appropriate insurance coverage (including, where relevant, professional liability / errors & omissions insurance) in amounts customary for the Client’s industry and sufficient to cover potential claims arising from Contractor-provided services, and to provide proof of such insurance upon Uptalent’s reasonable request.