User Agreement

Last Modified: May 2, 2016

This User Agreement, including any Order Form which by this reference is incorporated herein (this “Agreement”), is a binding agreement between you (“User”) and Insider Louisville, LLC (“IL”).

IL ALLOWS USER TO SUBMIT POSTINGS TO IL TO PROMOTE USER’S BUSINESS AND EMPLOYMENT OPPORTUNITES ON IL’S INSIDER TALENT WEBSITE OR THE INSIDER TALENT PORTION OF IL’S WEBSITE (HEREINAFTER THE “TALENT SITE”) (COLLECTIVELY “SITES”) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT USER ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON USER ACCEPTS THIS AGREEMENT AND AGREE THAT USER IS LEGALLY BOUND BY ITS TERMS.  IF USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, IL WILL NOT AND DOES NOT ACCEPT POSTINGS FROM USER AND USER MUST NOT SUBMIT POSTINGS TO IL.

  1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

IL” has the meaning set forth in the preamble.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any content, multimedia, patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Talent Site” has the meaning set forth above.

“Order Form” means any order form filled out and submitted by or on behalf of User, and accepted by IL, for User’s purchase of additional services or postings contemplated under this Agreement.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

Posting” means any posting or other information User submits to IL, including all data, media and any other content contained therein.

“Term” has the meaning set forth in Section 7.

“Third Party” means any Person other than IL or User.

User” has the meaning set forth in the preamble.

  1. Postings. IL reserves the right, in its sole discretion, to reject, edit, modify, remove and delete any Posting User submits to IL, and to publish such edited or modified Posting without User review or comment; provided, however that IL will allow User to review a paid Posting submitted pursuant to an Order Form prior to publishing such paid Posting.
  2. License Grant and Scope. User hereby grants to IL a non-exclusive, royalty-free,  fully transferable, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to each Posting, including the rights to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such Posting.
  3. User Representations and Warranties. User hereby represents and warrants to IL as follows (which representations and warranties shall survive any termination of this Agreement indefinitely):
    • If User is an individual, User is of legal age to enter into a binding Agreement.
    • If User is a corporation, governmental organization or other legal entity, the Person accepting this Agreement on behalf of User has the right, power and authority to enter into this Agreement on behalf of User and bind User to its terms.
    • User is the owner of all right, title and interest in and to all Intellectual Property Rights used or otherwise exploited by User (other than Intellectual Property Rights that User uses under a valid and enforceable written license) in connection with the Posting. User has not received any notice or claim challenging User’s sole and exclusive ownership of any such Intellectual Property Rights or suggesting that any other Person has any claim of legal or beneficial ownership with respect thereto or challenging or questioning the validity or enforceability of any such Intellectual Property Rights.
  4. Collection and Use of Information. User acknowledges that IL may, directly or indirectly through the services of Third Parties, collect and store information regarding the Posting. User agrees that IL may use such information for any purpose whatsoever, as determined by IL in its sole discretion.
  5. Payment. IL will collect payment, if any, prior to accepting, reviewing and publishing any Posting. All fees are payable in advance in the manner set forth in the Order Form and are non-refundable.
  6. Term and Termination; Effect of Termination.
    • This Agreement and the license granted hereunder shall remain in effect until terminated as set forth herein (the “Term”).
    • This Agreement may be terminated at any time by mutual agreement of the parties.
    • IL may terminate this Agreement for convenience, effective immediately, for any reason or for no reason, as determined by IL in its sole discretion.
    • Sections 1, 3, 4, 5, 8, 9, 10 and 11 shall survive any expiration or termination of this Agreement. For the avoidance of doubt, no expiration or termination of this Agreement shall affect User’s license to IL as described herein.
  7. Indemnification. User agrees to defend, indemnify and hold harmless IL, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to this Agreement, including, but not limited to, any Posting.
  8. IL’s The Sites act as, among other things, venues for (i) employers to post job opportunities and search for and evaluate job candidates and (ii) candidates to post resumes and Postings and search for and evaluate job opportunities. IL does not screen or censor the Postings. IL is not involved in, and does not control, the actual transaction between employers and candidates. As a result, IL is not responsible for Postings, the quality, safety or legality of the jobs or resumes posted, the truth or accuracy of the listings, the ability of employers to offer job opportunities to candidates or the ability of candidates to fill job openings and IL makes no representations about any jobs, resumes or Postings on the Sites. While IL reserves the right in its sole discretion to remove Postings, job postings, resumes or other material from the Sites from time to time, IL does not assume any obligation to do so and to the extent permitted by law, disclaims any liability for failing to take any such action.

IL provides a venue for individuals to network for professional and personal purposes and IL does not screen or censor the profiles of these individuals or their Postings on the Sites. IL is not involved in the actual communications between users of the Sites. As a result, IL has no control over the accuracy, reliability, completeness, or timeliness of the profiles or Postings submitted on the Sites and makes no representations about any profile or Postings on the Sites.

Note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, underage persons or people acting under false pretenses. User assumes all risks associated with dealing with other users with whom User comes in contact through the Sites. By its very nature other people’s information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. IL expects that User will use caution and common sense when using the Sites.  Because user authentication on the Internet is difficult, IL cannot and does not confirm that each user is who they claim to be. Because IL does not and cannot be involved in user-to-user dealings or control the behavior of participants on any Site, in the event that there is a dispute between two or more users, User releases IL (and our agents and employees) from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes to the fullest extent permitted by law.

  1. Disclaimer of Warranty.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

  • IN NO EVENT WILL IL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR SERVICE PROVIDERS, BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO ACCESS THE POSTING, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT IL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • IN NO EVENT WILL IL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR SERVICE PROVIDERS, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO IL PURSUANT TO THIS AGREEMENT FOR THE INDIVIDUAL POSTING OR POSTINGS THAT IS OR ARE THE SUBJECT OF THE CLAIM.
  • THE LIMITATIONS SET FORTH IN SECTION 10(a) AND SECTION 10(b) SHALL APPLY EVEN IF THE USER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
  1. Miscellaneous.
    • All matters relating to this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Kentucky without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Kentucky or any other jurisdiction). Any legal suit, action, arbitration, or proceeding arising out of, or related to, this Agreement shall be instituted exclusively pursuant to the arbitration provisions below or in the federal courts of the United States or the courts of the Commonwealth of Kentucky in each case located in Jefferson County although IL retains the right to bring any suit, action or proceeding against User for breach of this Agreement in User’s country of residence or any other relevant country. User waives any and all objections to the exercise of jurisdiction over User by such courts and to venue in such courts.
    • At IL’s sole discretion, it may require User to submit any disputes arising from this Agreement, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Kentucky law. Any arbitration shall be conducted in Louisville, Kentucky.
    • ANY CAUSE OF ACTION OR CLAIM USER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
    • IL will not be responsible or liable to User, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to technical issues, staffing shortages, strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or IL equipment, loss and destruction of property or any circumstances or causes beyond IL’s reasonable control.
    • All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Order Form (or to such other address as may be designated by a party from time to time in accordance with this Section 11(e)).
    • This Agreement, together with any Order Form and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between User and IL with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
    • User shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without IL’s prior written consent, which consent IL may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving User (regardless of whether User is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under this Agreement for which IL’s prior written consent is required. No delegation or other transfer will relieve User of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section 11(g) is void. IL may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without User’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    • This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
    • This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
    • If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    • This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Any Order Form referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.