Terms of Service

Welcome to C2CTalent. These Terms of Service ("Terms") govern your access to and use of the C2CTalent website located at c2ctalent.com (the "Site") and the services provided by C2CTalent, which is operated by Northstar Technologies Inc. ("Northstar," "we," "us," or "our").

By accessing or using the Site or our services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Site or our services.

1. Description of Services

C2CTalent provides a platform that connects staffing firms, recruiting agencies, consulting partners, and other organizations ("Clients") with pre-vetted senior technology professionals available for Corp-to-Corp (C2C) engagements. All staffing services, placements, and contracting are fulfilled by Northstar Technologies Inc.

1.1 Introduction Services

C2CTalent provides introductions between Clients and available C2C engineers. Unless otherwise agreed in writing, these introductions do not create any exclusive relationship, ownership claim, or ongoing obligation between the parties.

1.2 Fulfillment by Northstar Technologies

All staffing engagements facilitated through C2CTalent are fulfilled by Northstar Technologies Inc. Any contracts, agreements, or business relationships resulting from introductions made through C2CTalent will be directly between the Client and Northstar Technologies Inc.

1.3 C2C Only

C2CTalent exclusively facilitates Corp-to-Corp (C2C) engagements. We do not provide W-2 employment placements, 1099 independent contractor arrangements, or direct hire services unless explicitly agreed in writing.

2. User Eligibility and Account

2.1 Eligibility

By using the Site, you represent and warrant that you:

• Are at least 18 years of age
• Have the legal authority to enter into these Terms on behalf of yourself or the organization you represent
• Are not prohibited from using the Site under applicable laws

2.2 Account Information

You agree to provide accurate, current, and complete information when submitting inquiries or creating an account. You are responsible for maintaining the confidentiality of any account credentials and for all activities that occur under your account.

3. No Candidate Ownership Claims

C2CTalent operates on an introduction-only basis. By using our services, you acknowledge and agree that:

• Introductions made through C2CTalent do not grant you exclusive rights to any engineer or candidate
• We make no representations regarding the exclusivity or availability of any engineer
• Engineers introduced through C2CTalent may be presented to multiple parties
• No ownership, right of first refusal, or exclusive claim is created by receiving an introduction

Any exclusive arrangements must be established through a separate written agreement with Northstar Technologies Inc.

4. Engagement Terms

4.1 No Upfront Fees

There are no fees for receiving introductions or reviewing candidate profiles through C2CTalent. Fees apply only when a staffing engagement is executed through Northstar Technologies Inc.

4.2 Rate Transparency

Rate ranges displayed on the Site are estimates and subject to change based on specific requirements, duration, and scope of engagement. Final rates will be confirmed in the engagement agreement with Northstar Technologies Inc.

4.3 Engagement Agreements

All staffing engagements must be formalized through a separate written agreement with Northstar Technologies Inc. These Terms do not constitute an agreement for staffing services.

5. Intellectual Property

5.1 Our Intellectual Property

The Site and its contents, including but not limited to text, graphics, logos, images, software, and the overall design and arrangement, are owned by or licensed to Northstar Technologies Inc. and are protected by copyright, trademark, and other intellectual property laws.

5.2 Limited License

We grant you a limited, non-exclusive, non-transferable license to access and use the Site for its intended purpose. You may not:

• Copy, modify, or distribute any content from the Site without our prior written consent
• Use any automated systems to access the Site
• Reverse engineer or attempt to extract source code from the Site
• Use our trademarks or branding without authorization

5.3 Candidate Information

Candidate profiles, resumes, and related information shared with you are provided for the sole purpose of evaluating potential staffing engagements. You may not share, distribute, or use this information for any other purpose without prior written consent.

6. Prohibited Conduct

You agree not to:

• Use the Site for any unlawful purpose or in violation of these Terms
• Provide false or misleading information
• Attempt to circumvent C2CTalent or Northstar Technologies to engage directly with introduced candidates without authorization
• Interfere with or disrupt the Site or servers
• Attempt to gain unauthorized access to any part of the Site
• Use the Site to collect information about other users without consent
• Engage in any conduct that restricts or inhibits others from using the Site
• Share candidate information with third parties without authorization

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information received through the use of C2CTalent services, including but not limited to:

• Candidate profiles and personal information
• Rate information and business terms
• Client requirements and business needs
• Any information marked as confidential

This confidentiality obligation survives termination of these Terms.

8. Disclaimers

8.1 "As Is" Basis

THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2 No Guarantee of Results

We do not guarantee:

• The availability of any particular engineer or skill set
• The accuracy or completeness of candidate information
• That any introduction will result in a successful engagement
• The performance of any engineer in a particular engagement
• Uninterrupted or error-free operation of the Site

8.3 Third-Party Services

We are not responsible for any third-party services, websites, or content that may be linked from our Site.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL C2CTALENT, NORTHSTAR TECHNOLOGIES INC., OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• ANY DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR SERVICES

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE SHALL NOT EXCEED THE GREATER OF (A) $100 USD OR (B) THE AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Indemnification

You agree to indemnify, defend, and hold harmless C2CTalent, Northstar Technologies Inc., and their officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Site or services
• Your violation of these Terms
• Your violation of any rights of a third party
• Any content or information you submit through the Site

11. Termination

We reserve the right to suspend or terminate your access to the Site at any time, with or without cause, and with or without notice. Upon termination:

• Your right to use the Site immediately ceases
• Any pending introductions may be canceled
• Provisions that by their nature should survive termination will remain in effect

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions.

12.2 Dispute Resolution

Any dispute arising from or relating to these Terms or your use of the Site shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may pursue resolution through binding arbitration or in the state or federal courts located in Illinois.

12.3 Class Action Waiver

You agree that any disputes will be resolved on an individual basis and not as part of any class, consolidated, or representative action.

13. Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to the Site with an updated "Last Updated" date. Your continued use of the Site after any changes constitutes your acceptance of the modified Terms. We encourage you to review these Terms periodically.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and C2CTalent regarding your use of the Site and supersede all prior agreements and understandings.

14.2 Severability

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

14.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.

14.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

14.5 Notices

Any notices to us should be sent to [email protected]. We may provide notices to you via email or by posting on the Site.

15. Contact Information

If you have any questions about these Terms, please contact us at: