BLUE CHIP EXEC TERMS OF USE
Effective June 26, 2009
1. Introduction
These Terms of Use explain and establish the contractual, legally binding agreement between Blue Chip Exec, a California corporation having its principal place of business in Hillsborough, California ("BCE"), and you the Member (each individually a "Party" and collectively the "Parties") governing each Member's use of BlueChipExec.com and all other Web sites operated by BCE and its legal affiliates (the "BCE Web Sites") and the services provided by BCE, either through the BCE Web Sites or otherwise ("BCE Services"). As used herein, "you" and "Member" refer to the person or entity that is using the BCE Services or BCE Web Sites, including without limitation those registering with BCE as an Exec, Hiring Manager, Networker, or combination thereof as the case may be.
Your use of the BCE Web Sites or BCE Services indicates your acceptance of these Terms of Use. If you do not agree to these Terms of Use or if you do not have the right to legally enter into this agreement, you may not use the BCE Web Sites or BCE Services.
BCE may amend these Terms of Use at any time by updating this page. Any changes to these Terms of Use will also be binding on you. You agree that your continued use of the BCE Web Sites or BCE Services shall constitute your agreement to such amendments to these Terms of Use
A Hiring Manager includes anyone who registers on the BCE Sites whether as Hiring Manager, Exec or Networker, and regardless of registration, anyone who utilizes the BCE Services in any way to locate individuals for various purposes, including the purpose of facilitating in any way that individual's providing services to a company, person or entity of any type ("Hiring Manager"). Hiring Manager hereby represents and warrants that it has full right and authority necessary to enter into these Terms of Use on behalf of itself, its employer, its employer's corporate or partnership affiliates, the entity utilizing the Exec's services or otherwise employing the Exec, and the corporate and partnership affiliates of the entity utilizing the Exec's services or otherwise employing the Exec (collectively, the "Hiring Manager Affiliates"), and that the Hiring Manager Affiliates shall be legally bound by all obligations of the Hiring Manager set forth in these Terms of Use.
If you have any questions about these Terms of Use, you may send an email to us at info@BlueChipExec.com.
2. Services, Generally
As more fully described below, BCE assists Hiring Managers in finding the best candidates among the Execs registered on the BCE Web Sites by (i) giving Hiring Managers access to the database of Execs on the BCE Web Sites and on occaision (ii) facilitating introductions and interviews between Hiring Managers and Execs. By registering, Execs have the opportunity to be selected by Hiring Managers for job assignments on an independent contractor, non-employee basis ("Assignments"), or for part-time or full-time employment ("Employment"). Please note that BCE does not employ Execs. Instead, BCE facilitates the search and evaluation process between Hiring Managers and Execs.
3. Introduction, Engagement and Payment Process; BCE's Fees
A Hiring Manager may identify and select an Exec for an Assignment or Employment:
The Hiring Manager may initiate contact with an Exec by submitting a
request on the BCE Web Sites for an automated introduction to the Exec
("Automated Introduction"). Please note that only certain Execs as
determined by BCE in its sole discretion will be eligible to participate in an
Automated Introduction. Upon submission of an Automated Introduction request,
BCE will contact the selected Exec to confirm his/her availability and level of
interest in the proposed Assignment. If the Exec is interested in the
assignment he/she will apply through the site, and the hiring manager will be
presented with the Exec's contact information. From that point forward, the
relationship of the hiring company with the Exec is a direct relationship,
without BCE involvement.
BCE makes no representation or warranty regarding the Exec's willingness to accept or perform the Assignment or a Hiring Manager's willingness to engage an Exec on the Assignment. The decision to work, the decision to engage or employ, and the acceptance of the terms of the engagement or employment are solely the responsibility of the Exec and Hiring Manager. BCE will not refund the Hire Fee for any reason once the Exec has begun his/her first day of work.
5. Member Conduct
You agree to strictly
comply with all applicable local, state, national and international laws,
statutes, rules, ordinances, regulations and common law, including without
limitation those governing antitrust, privacy, unfair competition,
non-discrimination, employment, false advertising, taxation and export control,
in connection with the BCE Services and BCE Web Sites and your use thereof,
including without limitation with respect to: (i)
your ordering or posting of services or offers on the BCE Web Sites; (ii) your
retrieval and use of information on the BCE Web Sites, and (iii) your
employment, contractor or other relationship with another Member. Without
limiting the generality of the foregoing, you agree to comply with all
applicable laws regarding the transmission of technical data exported from the
You are solely responsible for paying all applicable fees and taxes incurred in connection with access to BCE servers and the BCE Web Sites, including without limitation the cost of internet service. In addition, you are solely responsible for any and all information that you post on the BCE Web Sites, including but not limited to any posting or listing in any public message area or through any email feature. You are further responsible for and you shall provide accurate, current and complete information about yourself to BCE and on the BCE Web Sites and maintain and update such information to keep it accurate, current and complete.
You shall strictly adhere to the BCE Privacy Policy, which is hereby incorporated by reference into these Terms of Use and is viewable on the BCE Web Sites. The BCE Privacy Policy terms and conditions shall be subject to change at any time by updating the Privacy Policy page on the BCE Web Sites. Member expressly agrees that his/her continued use of the BCE Web Sites or BCE Services after such change shall constitute the Member's consent to such changes in the BCE Privacy Policy.
You are responsible for protecting and maintaining the confidentiality of your password and registration information related to your use of the BCE Services and BCE Web Sites. You are also responsible for all uses of your password and registration information, whether or not authorized by you. If others use your password or registration information to post information, material or other content on the BCE Web Sites that is prohibited by these Terms of Use, BCE may limit or restrict your access to the BCE Services and BCE Web Sites and/or terminate your account. You agree to notify BCE immediately if you know of or suspect any unauthorized use of your password or registration information.
You agree that you will NOT do any of the following, nor use the BCE Services or BCE Web Sites to do any of the following:
upload, post, email, transmit
or otherwise make available any information, material or other content
(collectively "Content") that is unlawful, harmful, threatening,
abusive, harassing, tortuous, defamatory, vulgar, obscene, indecent,
pornographic, libelous, invasive of another's privacy, false, inaccurate,
misleading, incomplete, stale, hateful, or racially, ethnically or otherwise
objectionable, offensive or inappropriate;
harm minors in any way;
impersonate any person or
entity, including but not limited to a BCE employee or another Member, or
falsely state or otherwise misrepresent your affiliation with a person or
entity;
forge headers or otherwise
manipulate identifiers in order to disguise the origin of any Content
transmitted through the BCE Services or BCE Web Sites;
upload, post, email, transmit
or otherwise make available any Content that you do not have a right to make
available under any law or under contractual or fiduciary relationships (such
as inside information, proprietary and confidential information learned or
disclosed as part of employment relationships or under nondisclosure
agreements);
upload, post, email, transmit
or otherwise make available any Content that infringes any patent, trademark,
trade secret, copyright, or other proprietary rights, publicity rights, privacy
rights or other rights of BCE, another Member, or any third party;
upload, post, email, transmit
or otherwise make available any unsolicited or unauthorized advertising;
upload, post, email, transmit
or otherwise make available any material that contains software viruses or any
other computer code, files or programs designed to interrupt, destroy or limit
the functionality of any computer software or hardware or telecommunications
equipment;
interfere with or disrupt the
BCE Services, BCE Web Sites or servers or networks connected to the BCE
Services or BCE Web Sites, or disobey any requirements, procedures, policies or
regulations of networks connected to the BCE Services or BCE Web Sites;
provide material support or
resources (or to conceal or disguise the nature, location, source, or ownership
of material support or resources) to any organization(s) designated by the
United States government as a foreign terrorist organization pursuant to
section 219 of the Immigration and Nationality Act;
"stalk" or otherwise
harass another Member;
collect or store personal data
about other Members for purposes other than consideration of a Member for a
potential employment or contracting relationship;
send email in violation of the
CAN-SPAM Act or any other applicable anti-"spam" law to BCE, other
Members, or any third party;
use any device, software or
routine, including but not limited to any viruses, spyware, malware, trojan horses, worms, time bombs, cancelbots or denial-of-service attacks, intended to damage or interfere with the proper
working of the BCE Web Sites or any transaction being conducted on our site, or
to surreptitiously intercept or expropriate any system, data or personal
information from the BCE Web Sites;
"frame" or
"mirror" the BCE Web Sites or any portion thereof;
take any action that imposes an
unreasonable or disproportionately large load on the BCE infrastructure,
including but not limited to "spam" or other such unsolicited mass
emailing techniques;
respond to postings by other
Members for any purpose or in any manner other than that which is expected
(i.e. to apply for the Assignment or Employment in the case of an Exec, or to
initiate further discussion with an Exec in the case of a Hiring Manager);
use the BCE Services or BCE Web
Sites in any manner if you are a competitor of BCE, including without
limitation soliciting Execs, Networkers or Hiring Managers for any purpose
whatsoever;
resell or make available to any
non-Member any of the BCE Services, the BCE Web Sites or any content on the BCE
Web Sites, or use the BCE Services or BCE Web Sites for any unlawful,
commercial, research or information gathering purposes; or
delete or revise any material
posted by another Member on the BCE Web Sites, access data not intended for you
on the BCE Web Sites, or log into an account which you are not authorized to
access.
Please report any prohibited conduct by other Members to info@BlueChipExec.com.
BCE is under no obligation to monitor the conduct of Members on the BCE Web Sites or any materials posted thereon, but it may respond when violations are reported. You acknowledge and agree that Company has the right (but not the obligation) to monitor the BCE Web Sites and BCE Services, including without limitation all Member postings. Without limiting BCE's other rights as set forth in these Terms of Use, BCE reserves the right, with or without notice to the applicable Member, to remove content posted by a Member on the BCE Web Sites, remove any Member from the BCE Web Sites, and/or take any other technical or legal action BCE deems necessary in the event that BCE believes, in its sole discretion, that the Member is creating problems, possible legal liabilities, violating these Terms of Use, or otherwise acting inconsistently with the letter or spirit of BCE's policies. BCE also reserves the right to report any wrongdoing of which BCE becomes aware to the applicable government or law enforcement agencies or otherwise.
6. Prohibited Exec Conduct
Exec is prohibited from providing any misleading or inaccurate information to BCE, other Members, or any other party. Exec warrants that all information provided about Exec or otherwise, through the BCE Web Sites or any other means or medium, to BCE or any other Member or party, including without limitation Hiring Managers, is complete and accurate. Exec shall not enter any personally identifiable information or contact information, including without limitation name, address, phone numbers, email address, etc. anywhere within the BCE Web Sites or other systems, other than where that specific piece of personally identifiable information is requested by BCE.
7. Relationship of BCE and Members
No Member shall be considered the employee, agent, partner or joint venturer of BCE, and BCE shall not be considered the employer, agent, partner or joint venturer of any Member. BCE and the Members are to act as independent contractors in relation to each other and are not authorized to make any contract, agreement, warranty or representation on behalf of each other. You agree that BCE, by providing the BCE Services, does not accept liability as an employer, either singularly or jointly, of any Exec and that the Exec is an independent contractor. BCE is not an employment agency or recruiting firm.
You agree and understand that, except with respect to the determination of the BCE Engagement Fee, TPA Fee, Employment Fee or Outside Fee, BCE will not in any way be involved in the terms and conditions of the employment or contracting arrangement between a Hiring Manager and an Exec, and that any services for which you engage an Exec or for which you are engaged by a Hiring Manager are provided by and under the applicable Assignment Agreement(s) or other employment agreement. BCE is not responsible for and will not control the means, methods or manner in which an Exec performs his/her services for the Hiring Manager, and BCE is not involved in the hiring, firing, discipline or working conditions of the Exec. BCE makes no warranties, representations or guarantees that the BCE Web Sites or content thereon will result in Execs being hired or that Assignment or Employment openings will be filled. BCE is not responsible for any employment or contracting decisions made by Members. BCE is under no obligation to ensure the timeliness, accuracy, completion or workmanship of any Assignment or other Employment. BCE will not provide any Exec with any materials or tools with which to complete any projects for which a Hiring Manager engages an Exec. Any problems, complaints or questions regarding the work environment, performance or other terms and conditions of employment and/or contracting is a matter to be resolved solely between the Exec and Hiring Manager.
Because BCE is not the employer of Execs, BCE will not be responsible for any payment, salary, tax or other withholding obligations, whether federal, state, local, or otherwise, for the services being performed through BCE by an Exec. The Exec, TPA and the Hiring Manager shall be liable for all such withholding obligations, and you agree to resolve any dispute regarding such obligations with the Exec, TPA and Hiring Manager, as applicable.
8. License
You hereby grant BCE a non-exclusive, worldwide, perpetual, royalty-free, irrevocable right and license to use, distribute, disclose, reproduce and display any information, materials or content you post on the BCE Web Sites or otherwise provide to BCE, and to exercise all copyright and publicity rights with respect thereto, subject to the BCE Privacy Policy. Without limiting the generality of the foregoing, you authorize BCE to disclose your information to other Members as described in these Terms of Use and elsewhere on the BCE Web Sites, subject to the BCE Privacy Policy. In addition, you hereby grant BCE permission to display your logo, trademarks and company name on the BCE Web Sites and in press or other public releases or filings. By submitting any information, materials or content on the BCE Web Sites or otherwise to BCE, you acknowledge, represent and warrant that you have all right and authority to grant such rights to BCE.
9. Term and Termination
These Terms of Use shall become effective upon the date of a Member's registration and shall continue with respect to such Member until terminated by either Party as provided below.
A Member may terminate at any time for any reason by completing the deregistration process provided for on the BCE Web Sites (the "Deregistration Process"). Upon completion of the Deregistration Process, BCE will remove the deregistering Member's account and BCE will owe no further obligation to such Member. However, you agree that BCE may still contact you by phone or email to resolve any outstanding issues between you and BCE, if applicable.
BCE may effect such termination by canceling such Member's account. Each Member's use of the BCE Web Sites and BCE Services is a privilege. BCE reserves the right to revoke or suspend that privilege and cancel any Member's account for any reason at any time, in BCE's sole discretion.
Any termination of these Terms of Use shall not affect any obligations established between a Hiring Manager and an Exec, including without limitation a Hiring Manager's obligation to pay Execs for Assignments or Employment. In addition, any termination of these Terms of Use shall not affect a Hiring Manager's obligation to timely pay BCE the BCE Engagement Fee, TPA Fee, Employment Fee, Outside Fee or Introduction Fee in accordance with the above. In the event that BCE has agreed to provide invoicing services in connection with an Assignment, BCE shall continue to perform such invoicing services to the extent necessary to complete any Assignment pending on the date of termination. Termination of a Member's account shall not affect that Member's right to earn Referral Fees, subject to the terms and conditions of these Terms of Use.
10. Disclaimers and Limitations of Liability
THE BCE WEB SITES AND BCE SERVICES ARE PROVIDED "AS IS," WHERE IS, AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS (EXPRESSED OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). TO THE FULLEST EXTENT PERMITTED BY LAW, BCE DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTIBILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. NO ADVICE, OPINION OR STATEMENT OF BCE OR ITS AGENTS OR EMPLOYEES SHALL CREATE ANY WARRANTY.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BCE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED: (I) AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY MEMBER OR THIRD PARTY; (II) AS TO THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE BCE SERVICES OR THE BCE WEB SITES; (III) AS TO THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, SAFETY OR LEGALITY OF ASSIGNMENTS OR EMPLOYMENT, ANY POSTINGS MADE BY ANY MEMBER, OR ANY OTHER INFORMATION, MATERIALS OR CONTENT PROVIDED BY A MEMBER; OR (IV) AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE BCE WEB SITES OR BCE SERVICES.
IN ADDITION, BCE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, THAT THE BCE WEB SITES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT THE BCE WEB SITES AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE BCE WEB SITES, AND ALL CHARGES RELATED THERETO. IF YOUR USE OF THE BCE WEB SITES OR THE CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, BCE IS NOT RESPONSIBLE FOR THOSE COSTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE BCE SERVICES, THE BCE WEB SITES AND THE INTERNET GENERALLY.
BCE makes no warranties, representations or guarantees regarding the effectiveness or timeliness of the BCE Web Sites or the content thereof, including without limitation with respect to meeting the hiring or employment objectives of Members. BCE does not warrant, represent or guarantee that a Member's resume or job posting will be viewed by any other Member or by a specific number of Members.
BCE does not routinely conduct background checks on any Members and thus cannot guarantee that their profiles match their true identity, educational or work experience, or other attributes of the Members. BCE assumes no responsibility or liability for any Member selected by another Member for a particular Assignment or Employment. You acknowledge that there may be certain risks, including without limitation the risk of physical harm and of dealing with strangers, underage persons or people acting under false pretenses, associated with pursuing relationships begun on the Internet. You assume all risks related to dealing with other Members with whom you have had contact through the BCE Web Sites or BCE Services.
BCE does not control, evaluate, censor or endorse any information posted by Members on the BCE Web Sites or otherwise provided to BCE by Members, and BCE accepts no liability for any such information, including but not limited to any information posted about any Member or non-member. Information on the BCE Web Sites is provided "AS IS" and may contain technical inaccuracies or typographical errors. Such information may also be offensive, harmful, inaccurate, mislabeled or deceptively labeled, or otherwise in violation of these Terms of Use. BCE further accepts no liability for the acts, omissions or conduct of any Member. You assume sole responsibility for any information you post on the BCE Web Sites and for your conduct on and off the BCE Web Sites. Nothing on the BCE Web Sites or elsewhere shall be considered a representation, endorsement or warranty by BCE with respect to any Member or third party, whether regarding its products, services, web site, hiring, employment or recruiting practices, or otherwise.
The BCE Web Sites may contain links to third-party web sites not under the control or operation of BCE. When BCE includes such links, BCE does so only as a convenience and does not endorse and is not responsible for the content or privacy policy or practices of any linked site a Member may choose to visit. If you decide to access a linked third-party web site, you do so at your own risk.
BCE makes no
representation that materials on the BCE Web Sites are appropriate or available
for use in other jurisdictions outside the
BCE is not registered as a lawyer referral service in any state or jurisdiction and does not operate for the purpose of referring potential clients to lawyers. If you are a lawyer, you agree not to use the BCE Web Sites for the purpose of seeking potential clients.
IN NO EVENT SHALL BCE BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES IN CONNECTION WITH THESE TERMS OF USE, THE BCE SERVICES OR BCE WEB SITES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE BCE WEB SITES OR BCE SERVICES IS TO STOP USING THE BCE WEB SITES AND BCE SERVICES. SOME JURISDICTIONS DO NOT THE PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. IF THE LIMITATIONS IN THIS PARAGRAPH ARE HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION, THEN BCE'S LIABILITY TO YOU OR ANY OTHER MEMBER SHALL BE LIMITED AS SET FORTH IN THE FOLLOWING PARAGRAPH.
Notwithstanding anything to the contrary in these Terms of Use or otherwise, in no event will BCE be liable to you in connection with the BCE Web Sites or BCE Services, whether based on warranty, contract, tort, strict liability, negligence, or any other theory of liability, exceeding the greater of: (A) $1000.00 or (B) the aggregate amount of the BCE Engagement Fees or Employment Fees actually collected by BCE related to the Assignment or Employment to which the liability relates during the six (6) month period immediately preceding the determination of such liability.
BCE's contracts with certain of its suppliers provide for scheduled maintenance, preventative maintenance, and emergency maintenance work. BCE will have no liability whatsoever for any unavailability of the BCE Web Sites, including without limitation any unavailability caused by BCE's suppliers' performance or lack of performance of the maintenance work needed to keep the BCE Web Sites operable.
BCE will also not have any liability for any loss of data or transactions resulting from delays, non-deliveries, mis-deliveries or service interruptions caused by BCE, any third party acts or omissions, the acts or omissions of any web services provider, or problems with the Internet infrastructure or networks external to the BCE Web Sites.
Neither of the Parties to these Terms of Use shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay, subject to the terms regarding termination above..
The limitations of liability provided in these Terms of Use inure to the benefit of BCE, BCE's affiliates and all of their respective officers, directors, employees, attorneys and agents.
11. Ownership
The BCE Services, BCE Web Sites (including all content thereon) and all intellectual property rights in or related to the BCE Services and the BCE Web Sites, including but not limited to copyrights, patents, trademarks, service marks and any feedback left by Members on the BCE Web Sites, are owned and/or licensed by BCE, and all right, title and interest in the BCE Web Sites, the BCE Services and the related intellectual property rights, are and shall remain BCE's sole property. This includes, without limitation, the "BlueChipExec.com" URL, the Blue Chip Exec design logo, and certain other names and logos used by BCE, all of which are service marks or trade marks of BCE. This also includes, without limitation, the "look and feel" of the BCE Web Sites (including design, layout, color combinations, button shapes and other graphical elements), which is protected by BCE's service marks, trade marks and copyrights.
You may not reproduce, reverse engineer, decompile, disassemble, modify or create derivative works of or with respect to the BCE Services, BCE Web Sites or the related intellectual property, and these Terms of Use do not grant you permission to do so. You may not reproduce, modify, display, sell or distribute the content on the BCE Web Sites or use it in any other way for public or commercial purpose. BCE authorizes you to view and download a single copy of the content on the BCE Web Sites solely for your personal, noncommercial use. Certain content on the BCE Web Sites may be licensed from third parties. All such third party content and all intellectual property rights related to that content belong to the respective third parties. You may not remove any copyright, trademark, or other intellectual property or proprietary notice or legend contained in the BCE Web Sites, including any BCE Web Sites content.
Without limiting any other rights or remedies BCE may have under these Terms of Use or otherwise, BCE may limit, suspend, or terminate the BCE Services and/or Member accounts, limit or prohibit access to the BCE Web Sites, modify or remove content on the BCE Web Sites, including without limitation eliminating or discontinuing any content or feature thereon or thereof, or restrict the hours of availability of the BCE Web Sites.
12. Indemnification
You agree to indemnify, defend, and hold harmless BCE and its affiliates, officers, directors, employees and agents from and against any and all claims, demands, actions, losses, costs, expenses (including without limitation reasonable attorneys' and Execs' and consultants' fees), damages or other liabilities, of any kind or nature, (collectively "Liabilities") which arise out of, result from, allege, or otherwise relate to: (i) your use of the BCE Web Sites or the BCE Services, (ii) any information, materials or content you post on the BCE Web Sites or otherwise provide to BCE or another Member, (iii) your breach of these Terms of Use, (iv) any Assignment, Employment or other relationship you establish with another Member or the performance thereof, including without limitation payment and withholding obligations, or (v) any other act or omission by you.
Any such indemnification shall be conditioned on BCE's: (a) notifying you in writing of any such Liabilities; (b) cooperating with you in the defense or settlement thereof at your expense; and (c) allowing you to control such defense or settlement, unless BCE is not fully and properly defended or indemnified or unless such settlement or result will adversely affect BCE's operations. BCE shall be entitled to participate in such defense through BCE's own counsel at BCE's own cost and expense.
13. Governing Law, Jurisdiction, and Dispute Resolution
The BCE Web Sites
(excluding linked sites) are operated by BCE from offices within the State of
If a dispute arises between you and BCE, you agree that you will first contact BCE directly to attempt to resolve such dispute before initiating legal action. You agree that any claim or dispute that you may have against BCE or that BCE may have against you, and that is not resolved by the parties, shall be resolved by the Superior Court of San Mateo County, California. You hereby submit to jurisdiction and venue of the San Mateo County Superior Court, California for the purpose of litigating all such claims or disputes. Any cause of action you may have with respect to the BCE Web Sites or the BCE Services shall be commenced within one year after it arises, or the cause of action shall be barred. The prevailing party in any dispute between you and BCE shall be entitled to recover their reasonable attorney's fees, Exec and consultant fees and costs of suit. You understand and agree that, due to the nature of these Terms of Use and the BCE Services, damages may be difficult or impossible to ascertain. As a result, BCE shall be entitled to equitable relief including injunctive relief in the event that money damages are inadequate, in addition to any other remedies BCE may have at law or in equity.
Any disputes between Hiring Managers and Execs shall remain between such Hiring Managers and Execs. You acknowledge and agree that BCE will not be a party to any such dispute or be obligated to take any action or refrain from taking any action toward resolving any such dispute. BCE may, at its sole option, but shall not be required to, withhold or delay payment in the event of dispute between a Hiring Manager and Exec.
In the event that you have a dispute with another Member, you hereby release BCE and its directors, officers, agents and employees from any claims, demands, actions, losses, costs, expenses (including without limitation reasonable attorneys' and Execs and consultants' fees), damages (actual, consequential and punitive) and other liabilities of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the BCE Web Sites, the BCE Service, or such dispute. You hereby knowingly and voluntarily waive any and all rights and benefits conferred by any state law limiting or prohibiting a general release, including without limitation the provisions of Section 1542 of the California Civil Code, whether enacted or in force in California or any other State of the United States. Section 1542 provides as follows:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."
14. General
These Terms of Use, and all writings, web pages, agreements and policies set forth on the BCE Web Sites or otherwise provided by BCE to a Member, including, but not limited to, the BCE Privacy Policy and the Referral Fee Program, which are all hereby incorporated by reference into these Terms of Use, contain the entire Terms of Use between the parties and supersede any prior agreement, negotiation or understanding of the parties, whether oral or in writing, with respect to the subject matter of such Terms of Use. Any representations, promises or conditions not incorporated herein shall not be binding upon BCE or a Member or their respective successors and assigns.
If any provision of these Terms of Use is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Failure of either party to act or exercise his/her or its respective rights under these Terms of Use upon the breach of any other terms hereof by the other party shall not be construed as a waiver of such a breach or prevent said party from thereafter enforcing strict compliance with any or all of the terms thereof. Any heading, caption or section title contained in these Terms of Use is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
BCE has the right to transfer or assign these Terms of Use and the rights hereunder to any other person or entity without the Members' consent. The Members do not have the right to assign, delegate or transfer these Terms of Use or any rights or obligations hereunder to any other person or entity without BCE's prior written consent, which may be withheld in BCE's sole discretion. Subject to the foregoing, these Terms of Use will be binding upon and will inure to the benefit of the successors and permitted assigns and delegates of the Parties hereto.
All notices required or permitted to be given under these Terms of Use, shall be in writing and shall be deemed to have been duly given if delivered personally or mailed first-class, postage pre-paid, by registered or certified mail to the addresses set forth below or to such other address as any party shall designate by notice in writing. Those notices so mailed shall be deemed to have been given ten (10) business days after mailing.
Notices to BCE:
Notices to Member: the Member's designated mailing address as indicated in the Member's online account profile
Pursuant to California
Civil Code Section 1789.3 and California Business and Professions Code Section
17538, residents of
Upon your request, you may have these Terms of Use sent to you by email. Please feel free to contact BCE to resolve a complaint regarding any aspect of service relating to the BCE Web Sites or BCE Services by writing to the above address, or contact us at info@BlueChipExec.com.
©2009 Blue Chip Exec. All rights reserved.
