Terms of Service

1. Service Description

Talent Badger ("Platform," "we," "us," or "our") is a curated talent matching platform operated from Cleveland, Ohio. We connect businesses seeking specialized engineering expertise with vetted independent specialists across disciplines including electrical engineering, mechanical engineering, firmware and software development, industrial design, regulatory and quality assurance, and intellectual property strategy. Talent Badger facilitates introductions and matching -- we do not perform engineering services directly.

2. Eligibility

The Platform is available to:

• Companies -- businesses, startups, and organizations seeking engineering talent for product development projects.
• Specialists -- individual engineers, designers, and technical professionals who meet our vetting criteria and wish to be listed on the Platform for engagement opportunities.

By creating an account or using the Platform, you represent that you are at least 18 years of age and have the legal authority to enter into these Terms on behalf of yourself or the entity you represent.

3. Account Responsibilities

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You must notify us immediately at [email protected] if you suspect any unauthorized use of your account.

4. Engagement Terms

Talent Badger serves as a curated matchmaking and facilitation platform. All engagements between companies and specialists sourced through the Platform must be conducted through Talent Badger. Direct arrangements between parties introduced through the Platform are prohibited without prior written consent (see Sections 5, 6, and 7).

All engagements are governed by individual Statements of Work ("SOWs") executed between the engaging parties. Talent Badger facilitates SOW development, manages milestone tracking, and processes payments between clients and specialists.

Engagement models available through the Platform include daily-rate specialists, cross-functional pods, and retainer arrangements. The specific terms, deliverables, timeline, and pricing for each engagement are defined in the applicable SOW.

5. Non-Circumvention

All engagements between companies and specialists must be conducted through the Talent Badger platform. Direct arrangements outside the Platform between parties introduced through Talent Badger are prohibited without prior written consent from Talent Badger.

• Specialists: For a period of twenty-four (24) months following the completion of your last engagement with a given client through the Platform, you shall not directly or indirectly provide services to, contract with, or accept employment from that client outside of the Platform.
• Companies: For a period of twenty-four (24) months following the completion of your last engagement through the Platform, you shall not directly or indirectly engage any specialist introduced through Talent Badger outside of the Platform.

This restriction does not apply where a pre-existing, documented business relationship between the company and specialist predates the Platform introduction. Talent Badger invests significant resources in client acquisition, specialist vetting, and relationship management. These provisions protect the integrity of the Platform for all participants.

6. Non-Solicitation

During your use of the Platform and for twenty-four (24) months following termination:

• Specialists shall not solicit, recruit, or entice other specialists on the Platform to leave, provide services directly to Platform clients, or form competing service offerings using Platform client relationships.
• Companies shall not solicit, recruit, hire, or engage any specialist introduced through Talent Badger -- whether as an employee, independent contractor, or through a third-party arrangement -- without the prior written consent of Talent Badger.

This restriction does not apply to specialists who respond to general public job postings not specifically targeted at Talent Badger specialists, provided the company did not directly or indirectly encourage such specialists to apply.

7. Placement Fee

If a company hires or engages a Talent Badger specialist in violation of the Non-Circumvention (Section 5) or Non-Solicitation (Section 6) provisions, or within twenty-four (24) months of the termination of their Platform account, the company agrees to pay Talent Badger a placement fee equal to 25% of the individual's first-year total compensation (including salary, bonuses, equity, and benefits) or first-year contract value, whichever is greater.

This placement fee represents a reasonable estimate of the damages Talent Badger would suffer, including recruiting and vetting costs, platform investment, and lost revenue. Alternatively, companies may contact Talent Badger to negotiate a mutually agreeable transition arrangement. This provision survives termination of the Platform account.

8. Confidentiality and NDA

A universal Non-Disclosure Agreement ("NDA") applies to all engagements facilitated through the Platform. By participating in any engagement, both the company and the specialist agree to maintain the confidentiality of all proprietary information, trade secrets, technical specifications, and business information exchanged during the course of the engagement. The NDA remains in effect for a period specified in the applicable SOW or, if not specified, for three (3) years following the conclusion of the engagement.

9. Payment Terms

All engagements require upfront billing unless otherwise agreed in writing. Payment schedules, amounts, and methods are specified in each SOW. Available billing models include:

• Daily rate -- billed per specialist per day of work performed.
• Pod-based -- a bundled rate for a cross-functional team assembled for a specific project scope.
• Retainer -- a recurring monthly fee for ongoing access to specialist availability.

Late payments may be subject to a service fee of 1.5% per month on the outstanding balance. Talent Badger reserves the right to suspend access to the Platform for accounts with overdue balances.

10. Intellectual Property

Unless otherwise specified in the applicable SOW, all intellectual property created during an engagement -- including designs, firmware, schematics, documentation, and related work product -- shall be owned by the commissioning company upon full payment. Specialists retain no rights to client-commissioned work product unless expressly agreed in writing. Pre-existing intellectual property brought into an engagement by a specialist remains the property of that specialist, subject to a license grant as defined in the SOW.

11. Limitation of Liability

Talent Badger operates as a matchmaking and facilitation platform. We are not the employer, contractor, or agent of any specialist listed on the Platform. We do not guarantee the outcome, quality, or timeliness of any work performed by specialists matched through the Platform.

To the maximum extent permitted by applicable law, Talent Badger shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenue, arising out of or related to your use of the Platform or any engagement facilitated through the Platform. Our total aggregate liability for any claim arising from these Terms shall not exceed the fees paid by you to Talent Badger in the twelve (12) months preceding the event giving rise to the claim.

12. Termination

Either party may terminate their use of the Platform at any time by providing written notice to [email protected]. Termination of your Platform account does not affect the terms of any active SOW, which shall continue to be governed by its own terms until completed or separately terminated. Talent Badger reserves the right to suspend or terminate accounts that violate these Terms, engage in fraudulent activity, or are inactive for more than twenty-four (24) consecutive months.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Cuyahoga County, Ohio.

14. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the "Last updated" date at the top of this page and, where appropriate, notify you via email or through the Platform. Your continued use of the Platform after such changes constitutes your acceptance of the revised Terms.

15. Contact

If you have questions about these Terms, please contact us at [email protected].