Terms of Service

Effective Date: January 24, 2025

1. Acceptance of Terms

By accessing, browsing, or using our website (terydin.com) or any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, incorporated herein by reference. If you do not agree to these Terms, you must not use our services.

These Terms constitute a legally binding agreement between you and Terydin. By continuing to use our services, you represent that you have the legal authority to enter into this agreement.

2. Description of Services

2.1 Service Overview

Terydin provides clinical research staffing and talent solutions, specializing in connecting global healthcare and pharmaceutical organizations with qualified professionals from Africa. Our services include:

• Talent recruitment and placement for clinical research positions
• Staffing consultation and workforce planning
• Talent screening, assessment, and verification services
• Ongoing support for placed professionals and client organizations
• Training and development resources

2.2 Service Scope

Our services are business-to-business (B2B) professional services. We do not provide medical advice, healthcare services, or direct clinical research services. We act as an intermediary to facilitate employment relationships between qualified professionals and client organizations.

3. User Eligibility and Accounts

3.1 Eligibility Requirements

To use our services, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into contracts
• Represent a legitimate business entity (for client services) or be a qualified professional seeking employment
• Provide accurate and complete information
• Comply with all applicable laws and regulations

3.2 Account Registration

Some services may require account registration. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the confidentiality of your login credentials
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized account access

4. Acceptable Use Policy

You agree not to use our services to:

• Violate any applicable laws, regulations, or third-party rights
• Submit false, misleading, or fraudulent information
• Engage in discriminatory practices based on race, gender, religion, nationality, or other protected characteristics
• Attempt to gain unauthorized access to our systems or other users' accounts
• Transmit viruses, malware, or other harmful code
• Engage in spamming, harassment, or abusive behavior
• Interfere with or disrupt our services or servers
• Use automated scripts or bots without express permission
• Reverse engineer, modify, or create derivative works of our services
• Use our services for any illegal or unauthorized purpose

5. Intellectual Property Rights

5.1 Our Intellectual Property

All content, features, and functionality of our website and services, including but not limited to text, graphics, logos, images, audio clips, digital downloads, data compilations, software, and the compilation thereof (collectively, "Content"), are owned by Terydin, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

5.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our services for their intended business purposes. This license does not include any right to:

• Resell or make commercial use of our services
• Download or copy account information for others
• Use data mining, robots, or similar data gathering tools
• Reproduce, duplicate, copy, sell, or otherwise exploit our services

5.3 User-Generated Content

By submitting content to our services (including resumes, company information, and communications), you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, publish, and distribute such content solely for the purpose of providing our services.

6. Privacy and Data Protection

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our services, you consent to the collection and use of your information as described in our Privacy Policy.

7. Payment Terms

7.1 Service Fees

Fees for our services are set forth in separate service agreements or as otherwise communicated to you. All fees are non-refundable unless otherwise specified in writing.

7.2 Payment Terms

Payment terms are typically net 30 days from invoice date unless otherwise agreed. Late payments may be subject to interest charges of 1.5% per month or the maximum rate permitted by law, whichever is lower.

8. Disclaimers and Warranties

8.1 Service Disclaimer

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
• WARRANTIES OF NON-INFRINGEMENT
• WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE
• WARRANTIES THAT OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE

8.2 No Guarantee of Placement

We do not guarantee successful placement of talent or fulfillment of all client staffing requirements. Employment decisions are made solely by client organizations, and we cannot control or guarantee employment outcomes.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TERYDIN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES
• DAMAGES ARISING FROM YOUR USE OR INABILITY TO USE OUR SERVICES
• DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA
• DAMAGES ARISING FROM THIRD-PARTY CONDUCT OR CONTENT

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO TERYDIN IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR $1,000, WHICHEVER IS GREATER.

10. Indemnification

You agree to indemnify, defend, and hold harmless Terydin, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from:

• Your use of our services
• Your violation of these Terms
• Your violation of any third-party rights
• Any information or content you submit through our services
• Your employment relationship with placed talent or client organizations

11. Dispute Resolution and Arbitration

11.1 Informal Resolution

Before initiating any formal dispute resolution process, you agree to attempt to resolve any dispute through informal negotiation by contacting us at legal@terydin.com.

11.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or our services that cannot be resolved through informal negotiation shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.

11.3 Class Action Waiver

YOU AGREE THAT ANY ARBITRATION SHALL BE LIMITED TO THE DISPUTE BETWEEN US AND YOU INDIVIDUALLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

12. Termination

12.1 Termination by You

You may terminate your use of our services at any time by discontinuing use and, if applicable, closing your account.

12.2 Termination by Us

We may terminate or suspend your access to our services immediately, without prior notice, for any reason, including if you breach these Terms.

12.3 Effect of Termination

Upon termination, your right to use our services will cease immediately. Sections relating to intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution shall survive termination.

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. The exclusive jurisdiction for any disputes not subject to arbitration shall be the federal and state courts located in Delaware.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Effective Date." Your continued use of our services after changes become effective constitutes acceptance of the modified Terms.

15. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

16. Entire Agreement

These Terms, together with our Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and Terydin regarding the use of our services and supersede all prior or contemporaneous understandings and agreements, whether written or oral.

17. Force Majeure

Neither party shall be liable for any failure or delay in performance due to events beyond their reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, government actions, or other circumstances beyond our reasonable control.

18. Contact Information

For questions about these Terms of Service, please contact us: