Cultivate Team, LLC All Hands Terms and Conditions
THESE TERMS AND CONDITIONS CONTAIN A RELEASE AND WAIVER OF CLAIMS. PLEASE READ CAREFULLY BEFORE EXECUTING.
YOU ACKNOWLEDGE AS THE USER THAT YOU HAVE THOROUGHLY READ THIS AGREEMENT AND FULLY UNDERSTAND ITS CONTENTS. BY ACCEPTING THESE TERMS AND CONDITIONS, YOU ARE WAIVING CERTAIN LEGAL RIGHTS, INCLUDING RIGHTS YOU OR OTHERS ON YOUR BEHALF MIGHT HAVE TO BRING A LEGAL ACTION OR ASSERT A CLAIM AGAINST CULTIVATE TEAM, LLC. YOU INTEND FOR YOUR ACCEPTANCE TO BE A COMPLETE AND UNCONDITIONAL RELEASE OF LIABILITY OF CULTIVATE TEAM, LLC TO THE GREATEST EXTENT PERMITTED BY LAW. By accepting these Terms and Conditions, you (the “User”) hereby confirm your agreement to abide by these Terms and Conditions.
Binding Agreement. By accepting these Terms and Conditions, and agreeing to access the All Hands Resume Bank (“All Hands”), these Terms and Conditions shall become shall become a binding agreement (the “Agreement”) between you, the individual or entity that agrees to these terms and conditions (the “User”), and Cultivate Team, LLC (“Cultivate,” and collectively with the User, as the “Parties”). User expressly understands that these Terms and Conditions may be updated periodically, and by continuing to access All Hands, User agrees and shall adhere to the updated Terms and Conditions.
Overview: User shall be provided with access to All Hands, and User’s responsibilities in accessing and using All Hands shall be as follows:
User will appoint a point of contact to administer the User’s responsibilities related to All Hands, including communicating on a timely basis with Cultivate.
User may post job opportunities, including full or part time positions, to All Hands, and shall include the salary information for any posting.
User will appoint a point of contact to have access to All Hands and to follow up with prospective candidates. The point of contact will participate in an intake call with Cultivate to understand the needs of any opportunity posted in All Hands.
If User is introduced to a candidate for the job posting (a “Candidate”), User shall follow up with the Candidate within two (2) days of receiving an introduction from Cultivate.
User shall provide an update to Cultivate within one (1) week of filling a job posting that such position has been filled. User shall timely remove job postings that are no longer available.
User shall timely respond to requests for information and surveys provided by Cultivate, but in event shall User respond more than five (5) business days from receipt of the receipt for information or survey.
User shall not engage in or permit discrimination, harassment, or bullying of Candidates before, during, or after the application process or interview on the basis of any prohibited or protected class, including without limitation race, religion, sex, creed, age, disability, national origin, sexual identity or expression. Sexual advances or sexual remarks, requests for sexual favors, and other verbal or physical conduct of a sexual nature toward or in the presence of Candidates is expressly prohibited.
Term and Termination: This Agreement shall be effective as of the date that these Terms and Conditions are accepted by User and the subscription period shall automatically renew on a monthly basis (every 30 days), unless the subscription is canceled by User or Cultivate.
User may cancel subscription at any time with email notice. The cancellation will take effect the day after the last day of the current subscription period and User will be downgraded to the free tier. Cultivate does not provide refunds or credits for any partial subscription periods.
Cultivate may terminate User’s access to All Hands at any time with email notice. If terminated by Cultivate, the cancellation will take effect immediately. Cultivate does not provide refunds or credits for any partial subscription periods.
Fee. In consideration for the benefits provided hereunder and access to All Hands, User shall pay to Cultivate a monthly fee in the amount selected in the payment page (the “Monthly Fee”). The first Monthly Fee shall be paid upon acceptance of these Terms and Conditions, and shall be paid on a monthly basis thereafter unless User or Cultivate provide a cancellation notice via email.
User may upgrade or downgrade tier level with email notice. The change in tier will take effect the day after the last day of the current subscription period. The new rate will be charged in the next monthly billing cycle. Downgrading your Service may cause the loss of features of your Account. Cultivate does not provide refunds or credits if features, information, data, or other information is lost.
User understands and agrees that if the Monthly Fee is received from a third party, such payment may be construed as an in-kind donation, payment, or contribution to a political action committee, campaign committee, or other entity affiliated with a candidate for political office. User agrees to adhere to all provisions of this Agreement and any applicable campaign rules, laws, and regulations, including without limitation those rules, laws, and regulations regarding the receipt of in-kind donations (collectively the “Campaign Rules”) in connection with payment of the Monthly Fee. In addition to and not in lieu of the indemnification provision hereof, User agrees that it shall indemnify, defend, and hold Cultivate harmless from any and all expenses, penalties, fines, demands, costs, liabilities, or other fees incurred by Cultivate arising from or related to any payment of fees by or on behalf of User.
Status of Candidates: It is understood and agreed by all Parties that Candidates are not employees, independent contractors, agents, volunteers, or other representatives of Cultivate. Candidates are not authorized to act on behalf of or bind Cultivate. This Agreement does not create agency, legal partnership, a joint venture, an employment or independent contractor relationship between the User and Cultivate.
Representations and Warranties. User shall comply with all federal, state, and local laws, rules, regulations, and ordinances in connection with the access to All Hands and all interactions with the Candidates. User further represents and warrants that its access to All Hands shall not violate any federal, state or local law, rule, regulation or ordinance, including, without limitation, laws governing the use and exchange of protected health information, privacy rules and regulations, and copyright and trademark rules and regulations. This provision shall survive termination of this Agreement.
Publicity. Cultivate hereby grants User a limited, revocable, royalty-free non-exclusive license to use the Cultivate name and/or logo solely for use in connection with All Hands or other affiliated programs (collectively the “Cultivate Programs”), subject to the terms and conditions of the Agreement. All uses of Cultivate’s name and/or logo shall be agreed to in writing by Cultivate prior to use. User shall not make any public statements or issue any press releases related to the Cultivate Programs, a Candidate, or otherwise use the All Hands’ name or logo or the name or likeness of a Candidate without express prior written approval from Cultivate or the Candidate, as applicable (“Public Statements”). Among any other remedies available to it, Cultivate expressly reserves its right to terminate this Agreement immediately upon notification that any Public Statements have been distributed in violation of this provision, and obtain an injunction to enjoin any further dissemination of Public Statements in violation of this provision, in addition to any other remedies available to Cultivate. This provision shall survive the termination of this Agreement.
User expressly agrees to allow, without compensation or notification, its logo, likeness and name to appear, and to otherwise be used, in materials, regardless of media form, by Cultivate in connection with its advertisement of the All Hands program during the Term.
Indemnification. User agrees to indemnify, defend and hold harmless Cultivate and its affiliates from and against any demands, actions, suits, damages, settlements, costs, liabilities, losses, claim, and expenses, including reasonable attorneys' fees and costs, arising from or related to (i) User’s negligence or willful misconduct in performing its obligations under this Agreement; (ii) User’s material breach of any of its covenants, representations and warranties in this Agreement; and/or (iii) User’s violation of any federal, state, or local law, rule, regulation or ordinance, including without limitation rules and regulations associated with claims of defamation, or copyright or trademark rules or regulations, in performance of User’s rights or obligations under this Agreement.
Force Majeure. It shall be considered an incident of force majeure, and thus relieve either Party of any obligation under this Agreement, if, at any time the services hereunder become commercially impracticable to perform, illegal or impossible as a result of events beyond the reasonable control of either Party, for reasons including but not limited to (1) acts of war, including armed conflict, (2) strikes or labor disputes where any Candidate is expected to provide services hereunder are located or in the immediate surrounding location (the “Location”), (3) disease in or around the Location (examples include, but are not limited to, COVID19, Zika, Swine flu, SARS, Legionnaires), (4) government regulation or advisory for the Location (including travel advisory warnings), (5) civil disturbance in the Location, (6) terrorism or threats of terrorism in the United States as substantiated by governmental warnings or advisory notices, (7) curtailment of transportation services or facilities which would materially affect the ability to provide services hereunder, (8) disaster, fire, earthquakes, hurricanes, or other natural events including unseasonable extreme inclement weather, in the Location, (9) shortages or disruption of the electrical power supply causing blackouts or rolling blackouts or other essential areas in the Location, (10) any other cause reasonably beyond the Parties’ control (any a “Force Majeure Event”). The Parties shall use best efforts to mitigate any damages incurred in the event of a Force Majeure Event.
Assumption of the Risk. User understands and agrees that it, its agents, employees, affiliates, contractors, and/or other third parties (collectively “User Representatives”) may be exposed to health and safety risks by employing or engaging with Candidates or using All Hands during the current health conditions related to the respiratory illness known as COVID19 (the “Health Conditions”). User Representatives understand that engaging with Candidates or others associated with All Hands may result in the transmission of illness or disease. User Representatives understand that some diseases may not produce symptoms immediately. User, on its behalf and on behalf of the User Representatives, understands and voluntarily accepts and assumes the risks arising from the Health Conditions, and agrees that Cultivate will not be liable for any injury, including, without limitation: personal, bodily, or mental/emotional injury, economic loss or any damage to User or any User Representative resulting from use of All Hands or engaging with Candidates during the Health Conditions. Knowing the material risks and appreciating, knowing, and reasonably anticipating that other injuries are a possibility, User, on its behalf and on behalf of the User Representatives, hereby expressly assume all of the delineated risks of injury, all other possible risk of injury, which could occur by reason of its participation in All Hands (collectively “Risks”).
Disclaimer of Warranties. CULTIVATE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, IN CONNECTION WITH THE CULTIVATE PROGRAMS AND THE CANDIDATES. NO ORAL INFORMATION OR ADVICE GIVEN BY CULTIVATE, A CANDIDATE, OR CULTIVATE’S AUTHORIZED REPRESENTATIVES WILL CREATE ANY WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF CULTIVATE’S OBLIGATIONS HEREUNDER. CANDIDATES ARE NOT EMPLOYEES, REPRESENTATIVES, AGENTS, AUTHORIZED REPRESENTATIVES, OR VOLUNTEERS OF CULTIVATE, AND CULTIVATE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THEIR ABILITIES, BACKGROUNDS, SKILLS, QUALIFICATIONS, WORK HISTORY, OR PERSONAL INFORMATION. User is encouraged to perform its own due diligence in determining whether to permit a Candidate to fill a position or to provide ongoing employment to a Candidate. Any information provided by Cultivate to User, including any information regarding a Candidate’s background, qualifications, or skills, is deemed to be reliable, but not guaranteed. User should independently verify the qualifications and all information regarding a Candidate. This provision shall survive the termination of this Agreement.
Release and Waiver. User, on its behalf and on behalf of its affiliates, agents, successors, assigns, and including without limitation, any potential employer of a Candidate (collectively the “Releasors”) hereby RELEASES, WAIVES, DISCHARGES AND COVENANTS THAT IT SHALL NOT SUE CULTIVATE or its affiliates (collectively, the “Releasees”), from and for any liability resulting from any loss or damage, including loss of property, data, confidential information, business, personal injury, accident or illness (including death), and/or property loss, however caused, arising from, or in any way related to, the Releasor’s participation in the Cultivate Programs, the Services, or any Candidate. RELEASORS UNDERSTAND AND AGREE THAT THIS RELEASE AND WAIVER IS INTENDED TO BE AS BROAD AND INCLUSIVE AS PERMITTED BY LAW. THE RELEASORS UNDERSTAND AND AGREE THAT THE RELEASORS HAVE FORFEITED THEIR RIGHTS TO SUE CULTIVATE, AND THAT THIS RELEASE OF LIABILITY IS VALID FOREVER. The Releasors agree that if any Releasor asserts a claim contrary to what the Releasors have agreed to herein, the Releasors shall be jointly and severally liable for the expenses (including legal fees) incurred by Cultivate. In the event that any portion of this provision is found invalid, recourse against Cultivate shall under no circumstances include consequential, special or indirect damages, and the intent of the Parties is to re-draft this provision to be lawful or valid. This provision shall survive the termination of this Agreement.
Limitation of Liability. NEITHER CULTIVATE NOR ITS AGENTS, VENDORS, LICENSORS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WILL HAVE ANY LIABILITY TO USER OR ANY THIRD-PARTY FOR ANY PERSONAL INJURY, ACCIDENT, PROPERTY LOSS, LOSS OF PROFITS, SALES, TRADING LOSSES, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF USER’S PARTICIPATION IN THE CULTIVATE PROGRAMS, RELATED TO ANY CANDIDATE, OR THIS AGREEMENT. THE TOTAL LIABILITY OF CULTIVATE TO USER OR ANY THIRD-PARTY ARISING OUT OF THIS AGREEMENT OR USE OF THE CULTIVATE PROGRAMS IN CONNECTION WITH ANY CLAIM OR TYPE OF DAMAGE (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE) WILL NOT EXCEED A TOTAL AMOUNT OF ONE THOUSAND DOLLARS ($1,000.00). IN NO EVENT WILL CULTIVATE OR ITS AGENTS, VENDORS, LICENSORS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY ACT OR CONDUCT OF A CANDIDATE, ANY INVOLVEMENT BY USER IN THE CULTIVATE PROGRAMS, OR ANY ACT OR OMISSION BY ANY OTHER THIRD PARTY. ANY DISPUTE BETWEEN USER AND A CANDIDATE SHALL BE SOLELY BETWEEN THE USER AND A CANDIDATE, AND CULTIVATE DISCLAIMS ANY LIABILITY IN CONNECTION WITH SUCH DISPUTES.
Dispute Resolution. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The Parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the Parties are unable to agree to such a selection, each Party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place in New York, and shall apply the law of New York to the extent applicable. The arbitrator(s) shall not have the authority to award punitive damages. The decision rendered by the arbitrator(s) shall be final and binding on the Parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The arbitration shall be private and confidential and only the Parties, the witness then testifying and the attorneys may attend the hearing. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTERS INVOLVING THE PARTIES HERETO. This provision shall survive termination of this Agreement.
Miscellaneous Provisions. Provisions of this Agreement, which by their nature or terms extend beyond the termination of this Agreement, will remain effective after termination and shall survive the termination of this Agreement. The terms contained in this Agreement are fair and reasonable, and are reasonably required for the protection of Cultivate. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision (or portion thereof) of this Agreement that can be given effect without the invalid provision. In such event, all Parties agree that the arbiter or court making such determination shall have the power to alter or amend such provision so that it shall be enforceable to the maximum extent permitted by law. User further represents and warrants that it has the proper authority to execute this Agreement. This Agreement shall be effective and binding on User’s successors, representatives, assigns or transferees. This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements on this matter. There are no other written or oral agreements, representations, or understandings with respect to the subject matter of this Agreement.