Career Transition Services: Terms & Conditions 

INTOO will host and make available the Services to Subscriber’s End Users to enable them to prepare and search for employment opportunities.  Any use of the Services not expressly authorized in this Agreement is strictly prohibited.  Without limiting the generality of the foregoing, Subscriber is expressly prohibited from: (i) making End User Licenses available, or distributing or disseminating any search results therefrom, other than to its End Users; (ii) facilitating access to, or allowing, the Services to be used by any party other than Subscriber or its End Users; (iii) sublicensing, reselling, or commercially exploiting the Services or any portion thereof; and (iv) disassembling, decompiling, reverse engineering, modifying, disrupting or otherwise altering the Services or any part thereof.  Subscriber agrees to maintain a system of controls that will protect the integrity of the Services and prevent unauthorized usage.  Subscriber accepts that the Services may be temporarily unavailable due to scheduled maintenance, unscheduled emergency maintenance, or because of causes beyond Vendor’s reasonable control.  For purposes of this Agreement, Subscriber’s “End Users” shall mean Subscriber’s declined job candidates and transitioning employees.  An “End User License” means a right whereby a single End User at a time may access and use the Services to explore career opportunities for six (6) months from license activation.  Prior to using the Services, each End User will acknowledge and agree to INTOO’s then-current online Terms of Service and Privacy Policy located at www.INTOO.com, as amended from time to time.

Subscriber will be invoiced for, and pay, the license fees specified in the Service Order (“License Fees”) based on (i) the number of End User Licenses purchased by Client on the Effective Date and (ii), thereafter, the number of additional End User Licenses activated on a monthly basis during the Term.  Any End User Licenses purchased on the Effective Date must be activated within the Term otherwise such End User Licenses shall expire upon expiration of the Term.  The License Fees will be paid by Subscriber within thirty (30) days from the date of such invoice.  The License Fees are exclusive of any applicable taxes or levies, and accordingly, Subscriber is responsible for payment of such taxes and levies, unless it is exempt therefrom and provides Mercer with a copy of its tax exemption certificate or number.  Unpaid License Fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection (including reasonable attorneys' fees).  Interest will accrue on a daily basis from the due date up to the date of actual payment, after, as well as before, judgment in the event that any such sum is contested.  Vendor may, at its absolute discretion, suspend access during any period in which payment of all or any part of the License Fee is overdue, or in the event the Subscriber is otherwise in breach of this Agreement.  Subscriber will not be entitled to any refund of the License Fee attributable to the period during which access was suspended for such breach.

a) Term. This agreement shall be deemed to have commenced on the Effective Date and will continue until the expiration of the time period identified on the Service Order (“Initial Term”), subject to the provisions for early termination set forth below.  Upon expiration of the Initial Term, the Agreement will renew automatically for successive annual periods of twelve (12) months each (each, a “renewal Term” and collectively with the Initial Term, the “Term”), unless either Party provides written notice of its desire not to renew at least thirty (30) days prior to expiration of the then-current term.

b) Termination for Breach. Notwithstanding the foregoing, either Party may terminate this Agreement immediately by giving to the other Party written notice of termination in the following circumstances: (i) if the other Party becomes insolvent, does not pay its debts as they become due, or admits in writing its inability to pay its debts generally, or makes an assignment for the benefit of creditors, or is subject to a petition in bankruptcy (whether voluntary or involuntary), or is adjudicated insolvent or bankrupt, or petitions or applies to any tribunal for the appointment of any receiver or trustee, or is subject to any proceeding under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction; or (ii) if the other Party commits a breach of any of its obligations under this Agreement, which is not remedied within thirty (30) days after receipt of a written notice from the Party not in breach (“Cure Period”). 

c) Effect of Termination. Subscriber’s entitlement to use the Services will immediately cease on termination of this Agreement.  Termination will not affect any rights, obligations or liabilities of either Party, which accrued before termination or which are intended to continue to have effect beyond termination.  Without limiting the generality of the foregoing, all payment obligations and Sections 3(c), 4, 5, 6, 7, 8 and 9 shall survive termination of the Agreement.

a) "Confidential Information" means all written or oral information (i) designated as confidential at the time of disclosure or (ii) which, by its nature, would be reasonably expected to be treated as confidential, and is made accessible to the other Party in connection with this Agreement including, without limitation, trade secrets, inventions, proprietary information, know-how, costs, prices, finances, marketing or business plans, business opportunities, research, development, software, software data, passwords, and the terms, but not the existence of, this Agreement.

b) Treatment of Confidential Information. Each Party shall treat the other Party's Confidential Information, confidentially, and with at least the same degree of care it uses to prevent the disclosure of its own Confidential Information, but in no event less than reasonable care.  In addition, each Party shall use the Confidential Information of the other Party solely in the performance of its obligations under this Agreement and will not disclose it, except to authorized employees of the receiving party or its affiliates, its legal counsel and its accountants (provided that the receiving party contractually obligates them to a duty of confidentiality no less restrictive than the duty imposed by this Section 4, and remains jointly and severally liable for any breach of confidentiality by them).  Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of its Confidential Information.  Upon termination of this Agreement, each Party shall return all tangible copies of any Confidential Information received from the other Party or destroy such Confidential Information upon request of the disclosing Party.

c) Exceptions to Restrictions. Confidential Information will not include information that the recipient can prove: (i) was generally available to the public at the time it was disclosed, (ii) was known to the recipient, without restriction, prior to disclosure by the disclosing Party, (iii) is disclosed with the prior written approval of the disclosing Party, (iv) was independently obtained or developed by the recipient without any use of the Confidential Information, (v) becomes known to the recipient, without restriction, from a source other than the disclosing Party who does not owe a duty of confidentiality to the disclosing Party and obtained the information by lawful means, or (vi) is disclosed in response to an order or requirement of a court, administrative agency, or other governmental body, or a subpoena.  The burden of proof in establishing that any Confidential Information is subject to any of the foregoing exceptions will be borne by the receiving Party.

a) Subscriber Warranty. Subscriber warrants and represents that: (i) it has the necessary power and authority to enter into and perform its obligations under this Agreement; (ii) it will use the Services in strict compliance with all applicable federal, state and local laws, rules and regulations, and this Agreement; and (iii) it will not submit or input any material that infringes the intellectual property right of any third party, or otherwise violates applicable law or any other right of a third party.  To the extent not prohibited by law, Subscriber agrees to defend, indemnify, and hold Vendor harmless, from any and all claims, demands, or other liability to third parties, which result from Subscriber’s breach of this Section 5(a) or misuse of the Services.

b) Vendor Disclaimer. Subscriber agrees that the Services are provided “as-is” and Vendor makes no representation or warranty about the Services, including any representation that the Service will be uninterrupted or error-free, or that the Services comply with the laws of any country outside the United States.  If Subscriber or its End Users receive or use, the Services or any portion thereof, from outside the United States, the Subscriber does so at its own risk and is responsible for ensuring compliance with applicable laws.  THESE WARRANTIES ARE  IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, COMPLETENESS, TRADE USAGE, OR NONINFRINGEMENT. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED FOR GENERAL INFORMATION AND USE ONLY. IN PARTICULAR, THE MATERIALS DO NOT CONSTITUTE ANY FORM OF ADVICE, RECOMMENDATION, REPRESENTATION, OR ARRANGEMENT BY VENDOR AND ARE NOT INTENDED AS, NOR IMPLIED TO BE, A SUBSTITUTE FOR PROFESSIONAL ADVICE.

c) Limitation of Liability. IN NO EVENT SHALL VENDOR, OR ITS LICENSORS OR SUPPLIERS, BE LIABLE TO SUBSCRIBER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, LOSSES OR EXPENSES (INCLUDING, WITHOUT LIMITATION, loss of sales or revenues, loss of goodwill, loss of business information, or loss of savings or profits), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT OR  THE SERVICES OR SUBSCRIBER’S USE OF THE SERVICES, WHETHER OR NOT VENDOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL VENDOR BE LIABLE TO SUBSCRIBER, ITS END USERS, OR TO ANY THIRD PARTY FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE OF ITS USE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. Except for any liability of Subscriber arising under Sections 2, 4, 5 or 6, the liability of each Party to the other or to any other person in respect of any claims (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) brought under or in connection with this Agreement or otherwise, shall be limited to the aggregate License Fees paid by Subscriber under the Service Order.

Subscriber acknowledges that all right, title and interest in and to the Services and its contents or data, including without limitation, all patent, copyright, trademarks, logos, trade secrets, trade dress or other intellectual property or proprietary rights therein, will remain vested in INTOO (or where applicable, in its relevant licensors).  Subscriber acknowledges and agrees that the Services are not developed with the License Fees.

Subscriber acknowledges and agrees that Mercer may list Subscriber as a subscriber to the Services in various communications and reports to both Mercer’s customers and prospects.  INTOO provides its Services as an independent contractor. The Agreement will be governed and interpreted in accordance with the laws of the United States and the State of New York.  To the extent not prohibited by law, in addition to any other relief awarded, the prevailing Party in any action, shall be entitled to its reasonable attorneys’ fees and costs.  Subscriber acknowledges and agrees that any breach of Sections 4 or 6 will result in immediate and irreparable harm to Vendor’s business interests and that remedies at law in such event will be inadequate; therefore Vendor shall have the right to seek immediate injunctive relief against such breach, which shall be in addition to and not in lieu of any other remedies at law or in equity.  Neither Party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform due to an event beyond a Party’s reasonable control (whether or not foreseeable or identified) in which case, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.  If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to give effect to the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.  Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that, or any other provision.  All notices required or permitted under this Agreement must be in writing, including by email.  All communications must be sent to the address specified in the Service Order or to such other contact information as may be designated by a Party by giving written notice to the other party pursuant to this Section 7. The Agreement may be executed in counterparts and a written or electronic signature on a copy of this Agreement received by either Party by facsimile or email, is binding upon the other Party as an original.  This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties, and is intended as a final expression of their Agreement.  It shall not be modified or amended except in writing signed by the Parties hereto and shall specifically refer to this Agreement. 

The Services may not be made available through Vendor to any Restricted Entity. Subscriber and its End Users shall not provide access to the Services to anyone for use in any country or used in any manner prohibited by the United States or European Union trade sanctions or export control laws, including the Export Administration Act or laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control.  Furthermore, Subscriber and its End Users will comply with any trade sanctions and export and import control laws of the countries and jurisdictions where they access and use the Services or receives copies of any technical information or other Services. Subscriber agrees to indemnify, defend Vendor and hold Vendor harmless from any fines or other penalties arising from a violation of this section. Subscriber agrees to indemnify, defend Vendor and hold Vendor harmless from any tariffs, import or export taxes, levied with respect to the Services by jurisdictions in which it and its End Users use the Service. For the purpose of this section, “Restricted Entity” shall mean any individual, organization or other entity owned or controlled by, or acting as an agent for, any person or entity who is the subject of an asset freeze or otherwise designated under United Nations Security Council Resolutions, or the trade sanctions laws of the U.S. or the EU, or other governments of jurisdictions in which Subscriber is based or operated and from which the Services may be accessed.

EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, TO THE FULLEST EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LICENSE, THE ACCESS, USE AND INTERPRETATION OF THE INFORMATION ON THE MATERIALS, OR ANY ACCESS PROVIDED BY MERCER OR ITS AFFILIATES. THE WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH PARTY AGREES NOT TO INCLUDE ANY EMPLOYEE, OFFICER, DIRECTOR OR TRUSTEE OF THE OTHER AS A PARTY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO SUCH DISPUTE.