Career Services Terms
and Conditions

1. Description of Career Services.

Subject to these Career Services Terms and Conditions (these “Terms and Conditions”), Toptal, LLC (“Toptal” or “we” or “us”) provides certain career services (“Career Services”), including resume writing and review, LinkedIn profile review, coaching, and access to and use of Toptal's website and non-public platform portals. We describe the different Career Services in more detail, including pricing and our current package offerings, at https://www.toptal.com/ (the “Site”). Once you (“you”) choose one or more of the available packages described on the Site, you may be required to answer Toptal-initiated questions or upload necessary documentation, such as draft resumes. Toptal's provision of any Career Services is contingent on you providing any required information and documentation within the timeframes requested.

Notwithstanding anything to the contrary herein, Toptal reserves the right, in its sole discretion, to reject any request for Career Services without providing any reason for such rejection. In such event, we will use commercially reasonable efforts to inform you of our decision as soon as possible after your request for one or more Career Services and will refund any payments you made relating to such rejected request. For the avoidance of doubt, Career Services provided by Toptal are separate and distinct from Toptal's other services and freelance talent networks, and engaging Toptal for any Career Services does not increase or otherwise impact in any way your chances of being accepted into such talent networks. Further, Toptal's Career Services do not include any assurances of results.

2. Acceptance of Terms and Payment.

2.1. Acceptance and Legally Binding Agreement. Toptal provides Career Services to you subject to these Terms and Conditions. By accepting these Terms and Conditions or by obtaining any portion of Toptal's Career Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. You further acknowledge that these Terms and Conditions form a contract between you and Toptal even if acknowledged electronically and not physically signed by you and Toptal. If you purchase Career Services for a third party, such as your personnel or employees, you agree to be responsible and liable for such third parties' compliance with these Terms and Conditions. If you do not agree with these Terms and Conditions, you must not accept them and you may not access, use, or receive Career Services.

2.2. Terms and Conditions Updates. The Terms and Conditions may be updated from time to time, with the date of the last revision shown at the top. Your continued use of the Career Services after the date any such changes become effective indicates your approval of such Terms and Conditions.

2.3. Payment Terms. Toptal will collect payment from you electronically via credit card prior to providing any portion of Toptal's Career Services. If, after payment, Toptal declines to provide you with some of or all the Career Services offerings you have chosen, Toptal will promptly refund the applicable payment amount. In all other cases all payments are final, and no refunds shall be issued.

If you choose to pay using one of Toptal's offered payment plans, such as a “buy now, pay later” plan, additional payment terms governing that plan will be specified on the Site. Any payment Toptal is unable to process against your credit card on file will be subject to a late fee equal to the lesser of 10% of the fee owed at that time and $30 USD unless otherwise specified on the Site or by Toptal. In addition, Toptal and its affiliates may revoke your eligibility for certain products and services or otherwise refuse to do business with you due to late or unpaid payments.

2.4. Subscription Plans. Some of Toptal's Career Services offerings are available under a subscription plan. If you choose to purchase a subscription-based product or service, you agree to be charged and to pay Toptal a monthly subscription fee in the amount indicated on the subscription sign up (or communicated to you thereafter). Your subscription may be cancelled at any time by providing Toptal with written notice. If you provide such notice of cancellation at least three (3) business days prior to the next billing date, your account will not be charged for the next monthly subscription fee. Your subscription fees are non-refundable, unless you cancel the Platform Subscription because Toptal does not provide the Career Services offering you purchased, in which case you may request a refund of up to one month's subscription fee.

2.5. Fair Use and Unlimited Access. You may have unlimited access to certain Career Services depending on the package or subscription you pay for. Unlimited access to any Career Services is provided to you by Toptal on a fair usage basis only. Toptal reserves the right to cancel, pause, or end your access to some or all Career Services offerings, without explanation or notice, if Toptal, in its sole discretion, believes that you are abusing, “gaming”, reselling, or otherwise misusing your unlimited access to any Career Services.

2.6. Relationship; Taxes. Toptal is an independent contractor, and you are not authorized to and will not attempt to bind Toptal. Toptal is only responsible for payment of Toptal's income taxes in connection with these Terms and Conditions. You are responsible for all other taxes and assessments, if any, in respect of these Terms and Conditions, including, if any, sales, value-added, use, or similar taxes. You will not withhold from and will pay the full amount invoiced as payable to Toptal.

3. Confidentiality, Intellectual Property, and Privacy.

3.1. Confidentiality. All non-public business, technical, financial, pricing, marketing, human resources, or operational information that Toptal discloses in connection with providing Career Services, including any work output (e.g., content created in a coaching session) provided to you as part of Toptal's Career Services (“Work Output”), is “Toptal Proprietary Information”. You agree to hold in confidence, not disclose to others, and not use any Toptal Proprietary Information for any purpose other than for receiving Career Services, and, except for Toptal Proprietary Information incorporated into Work Output, upon completion of your Career Services you will return any Toptal Proprietary Information in your possession. You may disclose Toptal Proprietary Information as required by law or court order provided that you give Toptal advance written notice with reasonable time to seek confidential treatment.

3.2. Intellectual Property.

By posting or sharing with Toptal your information or any other content for use in connection with your profile on the Site (“User Content”), you grant Toptal a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and use your User Content in connection with Career Services, the Site, and Content. Toptal has the right, but not the obligation, to monitor the Site and Career Services and User Content, including to improve the Career Services or develop other services. Toptal may remove or disable any User Content at any time for any reason, or for no reason at all.

3.3. Unsecured Transmission of User Content.

You understand that the operation of the Site and Career Services, including User Content, may be unencrypted and involve transmission to Toptal's third party vendors and hosting partners to operate and maintain the Site and Career Services. Accordingly, you acknowledge that you bear sole responsibility for independent storage, protection, and backup of User Content. Toptal will have no liability to you for any unauthorized access or use of any of User Content or any corruption, deletion, destruction or loss of any of User Content.

3.4. Feedback.

You may submit ideas, suggestions, or comments (“Feedback”) regarding the Site and Career Services or Toptal's business, products or services. By submitting any Feedback, you acknowledge and agree that (a) your Feedback is provided by you voluntarily and Toptal may, without any obligations or limitation, use and exploit such Feedback in any manner and for any purpose, (b) you will not seek and are not entitled to any money or other form of compensation, consideration, or attribution with respect to your Feedback regardless of whether Toptal considered or used your Feedback in any manner, and (c) your Feedback is not the confidential or proprietary information of you or any third party.

4. Representations and Warranties.

4.1. Toptal Representation and Warranties. Toptal represents and warrants that it has the full power, right, and authority to enter into these Terms and Conditions and to carry out its obligations hereunder, and that Toptal will perform Career Services in compliance with applicable laws and regulations.

5. Termination.

These Terms and Conditions apply and remain in effect until you are no longer using or accessing any Career Services, at which point they automatically terminate. Either party may terminate these Terms and Conditions without cause by giving the other party at least fifteen (15) days prior written notice. Upon termination of these Terms and Conditions, all provisions of a continuing nature including, without limitation, those set forth in Sections 2.1, 2.4, and 3 through 9, will survive such termination of these Terms and Conditions. Notwithstanding this Section, Toptal may immediately terminate this Agreement and your access to the Career Services if Toptal reasonably believes that you are misusing the Career Services.

6. No Warranties and Disclaimer by Toptal.

Toptal's Career Services, including the Site and all network and server components thereto, and any Toptal Proprietary Information are provided on an “as is” and “as available” basis, without any warranties of any kind, other than as set forth in Section 4.1. Toptal expressly disclaims all other representations and warranties, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement, and any representations or warranties arising from course of dealing, course of performance, or usage of trade. You acknowledge that Toptal does not make any warranty that your access or use or both of any Career Services, including the Site, will be uninterrupted, timely, secure, error-free, or virus-free and that Toptal does not make, and no information, advice, results, or services obtained by you from Toptal, will create any warranty.

7. Limited Liability and Indemnification.

7.1. Limitation of Liability.Toptal will not be liable to you for any incidental, consequential, indirect, special, punitive, or exemplary damages (including damages for loss of business, loss of data, loss of goodwill, loss of profits, or the like) arising out of or relating to these Terms and Conditions, including without limitation, Toptal's provision of and/or your use of Toptal's Career Services, including without limit, any and all offerings, and/or any results therefrom, your use or inability to use the Work Output, the Site, Toptal Proprietary Information, or any interruption or disruption of any of the foregoing, even if Toptal has been advised of the possibility of such damages and regardless of the cause of action (whether in contract, tort, breach of warranty, or otherwise). The aggregate liability of Toptal with regard to these Terms and Conditions will in no event exceed USD$10.00; provided that the limitations of liability set forth in this Section 7.1. will not be construed or interpreted to limit any refund obligations of Toptal under Section 2.3 of this Agreement.

7.2. Jurisdictional Limitations. Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In these states, Toptal's liability will be limited to the greatest extent permitted by law.

7.3. Indemnification. You agree to indemnify, defend and hold harmless Toptal and Toptal's affiliates and each of their respective officers, managers, members, employees and agents for liabilities, including reasonable attorneys' fees, taxes and fines, that first arose under this Agreement to the extent resulting from: (a) your breach of the Agreement and (b) any third party claims related to the User Content.

8. Dispute Resolution; Jury Waiver.

These Terms and Conditions are made under and will be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts or choice of law that would result in the application of the laws of any other jurisdiction. In any action between the parties arising out of these Terms and Conditions, each of the parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York; (b) waives any and all right to trial by jury in any legal proceeding arising out of or related to these Terms and Conditions and any services and transactions contemplated hereby; and (c) consents to service of process by first class certified mail, return receipt requested, postage prepared, to the address at which such party is to receive notice in accordance with Section 9.

9. Miscellaneous.

These Terms and Conditions constitute the entire agreement between the parties relating to Toptal's Career Services, including all offerings described on the Site. The failure of Toptal to exercise or enforce any right or provision of these Terms and Conditions will not be a waiver of that right. No waiver, change, or modification to these Terms and Conditions will be effective unless in writing signed by both parties; provided that the foregoing does not limit any of Toptal's rights to change or modify these Terms and Conditions as outlined in Section 2.2, which such changes, amendments, or modifications will take effect as of the date published. Any notices to Toptal in connection with these Terms and Conditions will be made by email transmitted to legal@toptal.com, provided that you also send a copy of such notice via nationally recognized carrier to Toptal, LLC, 2810 N. Church St, #36879, Wilmington, Delaware USA 19802-4447, Attn: Contract Administration. Notices to you will be made by email or regular mail and will be deemed to have been duly given when sent by Toptal to the email or mailing address associated with you and/or your account. You agree that Toptal is entitled to seek injunctive and other equitable relief to enforce your confidentiality obligations in Section 3.1 to avoid harm that cannot adequately be remedied by monetary damages. The section and subsection headings used in these Terms and Conditions are for convenience only and will not be used in interpreting these Terms and Conditions. If any provision of these Terms and Conditions are determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that these Terms and Conditions will otherwise remain in full force and effect and enforceable.