Company Agreement

Content Viewing & Member Subscription Agreement

This Content Viewing and Membership Agreement (the “Agreement”) is entered into by and between ElevatorSpeak, LLC (“ElevatorSpeak”), a New Jersey limited liability company and (“Client”), whose address is specified in the Membership Account.

RECITALS

A. ElevatorSpeak owns and maintains https://elevatorspeak.quiksite.info (the “Website”) that provides a job seeker (“Candidate”) with an opportunity to upload Candidate’s résumé and video presentation of Candidate’s skills, experience and educational background (together, the “Content”) for the purposes of sharing the Content with potential employers and job placement agencies.

B. Client is an employer or a job placement agency interested in accessing Candidate’s Content for the purpose of matching Candidate’s skills, experience and educational background with Client’s employment opportunities.

C. ElevatorSpeak wishes to provide Client with means for downloading Client’s résumé and viewing Candidate’s Content over the Internet (the “Services”), subject to the terms of the Agreement.

D. Client is willing to purchase the Services from ElevatorSpeak, subject to the terms of the Agreement.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ElevatorSpeak and Client agree as follows:

1. TERM.

Unless the Service Period (as defined below) is sooner terminated as provided herein, ElevatorSpeak agrees to provide its Services to Client from the Effective Date through the subscription term, including renewal periods (the “Service Period”) on the terms and conditions provided herein.

2. LICENSES.

1. ElevatorSpeak hereby grants Client a non-exclusive, worldwide license to: (a) view Content by streaming it from the Website over the Internet during the Service Period; (b) use Content made available by ElevatorSpeak under this Agreement solely for the purposes of this Agreement; (c) download Client’s résumé and share it within Client’s institution only, and solely for the purposes
   of this Agreement, subject to the confidentiality obligations under this Agreement.
2. Client acknowledges that the right to stream the Content under the terms of the Agreement provides Client with NO rights, title or interest in and to the Content, including, but not limited to, copyright, trademarks, patents or any other intellectual property rights.
3. Client acknowledges that it is not permitted further sublicense distribution of the Content, nor is it permitted to (i) post or share Client’s Content, directly or indirectly, onto Social Media Sites; (ii) share the Content with anyone outside of Client’s institution; and (iii) use Candidate’s Content for purposes other than purposes listed under this Agreement.

3. SERVICE AVAILABILITY.

Candidate’s Content offered through the Services is generally available for viewing during the term of the Candidate’s Membership (the “Active Candidate Period”). The Content may be unavailable from time to time, may be offered for a limited time, or may vary depending on Client’s region or device. ElevatorSpeak strives to keep the Services up and running; however, all online services suffer occasional disruptions and outages, and ElevatorSpeak is not liable for any disruption or loss Client may suffer as a result.

4. SERVICE CREDENTIALS:

ElevatorSpeak will provide Client with means to register user IDs and passwords to access the Content (“Service Credentials”) as requested by Client within the total number of user IDs and passwords agreed by the parties (the “Quota”). ElevatorSpeak shall not disable any Service Credentials unless and until Client so requests, and, upon such request, ElevatorSpeak shall disable any Service Credentials as promptly as practically possible. ElevatorSpeak shall restrict access to the Services if over the Quota. Client may authorize the number of Authorized Users under this Agreement set forth in an applicable Service Schedule to exercise the foregoing license rights. Subject to the foregoing, Client may add, remove, or change any Authorized User at any time for as long as access to the Services remains within the Quota.

5. PAYMENT AND BILLING.

Client acknowledges that there is a charge associated with the Services and agrees to pay that charge pursuant to the agreed terms of the Fee Schedule (the “Fee Schedule”). The Fees Schedule excludes all applicable taxes and currency exchange settlements, unless stated otherwise. Client is solely responsible for paying such taxes or other charges. Taxes are calculated based on Client’s location as of the Effective Date. ElevatorSpeak may suspend or cancel the Services if it does not receive an on time, full payment from Client. Suspension or cancellation of the Services for non-payment could result in a loss of access to and use of Client’s account.

1. To pay the charges for the Service, Client will be asked to provide a payment method at the time Client signs up for the Service. Additionally, Client agrees to permit ElevatorSpeak to use any updated account information regarding Client’s selected payment method provided by Client’s issuing bank or the applicable payment network. Client agrees to promptly update its account and other information, including Client’s email address and payment method details, so ElevatorSpeak can complete Client’s transactions and contact Client as needed in connection with Client’s transactions. Changes made to Client’s billing account will not affect charges ElevatorSpeak submits to Client’s billing account before ElevatorSpeak could reasonably act on Client’s changes to its billing account.
2. By providing ElevatorSpeak with a payment method, Client (i) represents that it is authorized to use the payment method that Client provided and that any payment information Client provides is true and accurate; and (ii) authorize ElevatorSpeak to charge Client for the Services using Client-selected payment method. Pursuant to the Fee Schedule, ElevatorSpeak may bill Client (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis. Also, ElevatorSpeak may charge Client up to the amount Client has approved, and ElevatorSpeak will notify Client in advance of any change in the amount to be charged for recurring charges.
3. When Client purchases the Services on the subscription basis (e.g., monthly, semi-annually or annually), Client acknowledges and agrees that it is authorizing recurring payment, and payments shall be made to ElevatorSpeak by the method Client has chosen at the recurring intervals chosen by Client, until the subscription is terminated. By authorizing recurring payments, Client is authorizing ElevatorSpeak to process such payments as either electronic debits or fund transfers, or as electronic drafts from Client’s designated account. Subscription fees are generally billed or charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, ElevatorSpeak or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and to process any such payment as an Electronic Payment.
4. Provided that automatic renewals are allowed in Client’s state, Client may choose for the Services to automatically renew at the end of the Service Period. ElevatorSpeak will remind Client by email before any Services renew for a new term, and notify Client of any price changes. Once ElevatorSpeak has reminded Client that Client elected to automatically renew the Services, ElevatorSpeak may automatically renew Client’s Services at the end of the current Service Period and charge Client the then current price for the renewal term, unless Client has chosen to cancel the Services as described below. ElevatorSpeak will also remind Client that it will bill Client chosen payment method for the Services renewal, whether it was on file on the renewal date or provided later. ElevatorSpeak will also provide Client with instructions on how Client may cancel the Services. Client must cancel the Services before the renewal date to avoid being billed for the renewal.
5. ElevatorSpeak will provide Client with an online billing statement on the Website. This is the only billing statement that ElevatorSpeak provides. If ElevatorSpeak makes an error on Client’s bill, Client must notify ElevatorSpeak within 90 days after the error first appears on Client’s bill. ElevatorSpeak will then promptly investigate the charge. If Client does not notify ElevatorSpeak within that time, Client releases ElevatorSpeak from any and all liability and claims of loss resulting from the error and ElevatorSpeak will not be required to correct the error or provide a refund. If ElevatorSpeak has identified a billing error, it will correct that error within 90 days.
6. Unless otherwise provided by law, all purchases are final and non-refundable. If Client believes that ElevatorSpeak has charged Client in error, Client must contact ElevatorSpeak within 90 days of such charge. No refunds will be given for any charges more than 90 days old. ElevatorSpeak reserves the right to issue refunds or credits at its sole discretion. If ElevatorSpeak issues a refund or credit, it is under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.

6. BINDING EFFECT.

This Agreement shall be binding upon ElevatorSpeak, Client, and their respective successors and assigns, and shall inure to the benefit of ElevatorSpeak, Client, and their respective successors and assigns; provided, however, that Client may not assign any rights arising from this Agreement without ElevatorSpeak’s prior written consent, and any prohibited assignment shall be null and void.

7. COUNTERPARTS AND ELECTRONIC SIGNATURES.

Each Plan Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement. Signatures may be made and delivered electronically. This Agreement shall be deemed to have been executed and delivered on the Effective Date.

8. AMENDMENT AND WAIVER.

No amendment or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by the parties hereto.

9. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jersey without reference to conflict of law principles.

10. SEVERABILITY.

Any provision of this Agreement that is held to be inoperative, unenforceable, voidable, or invalid in any jurisdiction shall, as to that jurisdiction, be ineffective, unenforceable, void, or invalid without affecting the remaining provisions in that or any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable.

11. REPRESENTATION.

Client represents and warrants that it has the right to enter into this Agreement. If Client enters this Agreement on behalf of an entity, then this Agreement applies to that entity and its affiliates. In such case, Client represents and warrants that it has the authority to bind the entity to this Agreement.

12. CONTENT REMOVAL

Client may be requested by ElevatorSpeak to remove the Content from Client’s intranets, archives, storage and the like. Upon receiving such request, Client will use reasonable efforts to have the Content removed as soon as soon as possible. ElevatorSpeak may ask Client to remove Candidate’s Content at ElevatorSpeak’s sole discretion, at any time and for any reason.

13. INDEMNIFICATION.

Client agrees to indemnify ElevatorSpeak and its subsidiaries, affiliates, officers, agents, employees, partners, licensees, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of Client’s violation of the terms of this Agreement. ElevatorSpeak has the right to control the defense of any claim, action or matter subject to indemnification by you with counsel of its own choosing. Client will fully cooperate with ElevatorSpeak in the defense of any such claim, action or matter.

14. LIMITATION ON LIABILITY.

ElevatorSpeak is not liable to Client for any special, incidental, indirect, consequential, or punitive damages (even if ElevatorSpeak has been advised of the possibility of these damages), including those (a) resulting from loss of use, data, or profits, whether or not foreseeable, (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (c) arising from any other claim arising out of or in connection with your use of or access to the Website or the Content.

15. DISCLAIMER.

The Website is provided “as is.” To the maximum extent permitted by law, ElevatorSpeak disclaims all warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose. The limitations and exclusions in this section apply to the maximum extent permitted by law.

16. TERMINATION.

1. ElevatorSpeak may terminate this Agreement or suspend Client’s account without prior notice. In the event of Client’s breach of the terms of this Agreement, or as part of ElevatorSpeak’s investigation for fraudulent or illegal activities, or in response to law enforcement requests, ElevatorSpeak may notify Client prior to terminating Client’s account. ElevatorSpeak may deny streaming of any Content from the Website at its sole discretion.
2. Client may terminate this Agreement at any time. Client agrees to  cease using the Content and to undertake its best efforts to have Candidate’s Content removed from Client’s intranets, storage and networks as soon as possible. Once this agreement is terminated (by early termination or at the end of the subscription or renewal period), Client may no longer use the Content.

17. DISPUTE RESOLUTION.

1. For any concern or dispute, Client agrees to first try to resolve the dispute informally by contacting ElevatorSpeak. If a dispute is not resolved within 30 days of submission, Client waives its right to sue for relief in a judicial forum and, instead, must resolve any claims relating to the terms of this Agreement through final and binding arbitration before a single arbitrator of the American Arbitration Association in Middlesex County, New Jersey. Costs of arbitration will be borne by a losing party. Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties.
2. Client may only resolve disputes with ElevatorSpeak on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.

18. NO AGENCY.

The relationship between Client and ElevatorSpeak under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.

19. NO WAIVER.

ElevatorSpeak’s failure to enforce or exercise any of these terms is not a waiver of that section.

20. ASSIGNMENT.

ElevatorSpeak has the right, at its sole discretion, to assign any or all of its rights or obligations under this Agreement. Client has no right to assign any of its rights or obligations under this Agreement, and any such attempt will be void.

21. MODIFICATION.

ElevatorSpeak may modify these terms to, for example, reflect changes to the law or changes to its services. Client should look at the terms regularly. ElevatorSpeak will post notice of modifications to these terms on the Website. By continuing to use or access the Website after the revisions come into effect, Client agrees to be bound by the revised terms.

22. ENTIRE UNDERSTANDING.

This Agreement constitutes the entire understanding between ElevatorSpeak and Client relating to the subject matter hereof, unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto. This Clause 22 and Clauses 2, 9, 12, 13, 14, and 17 of this Agreement shall survive any termination or expiration.

IN WITNESS WHEREOF, the parties and  their respective duly authorized representatives, have agreed to the terms of this Agreement as of the Effective Date.

This Agreement was last edited March 20, 2018