Terms of Use
Ivy Exec Terms of Use Agreement
The Ivy Exec website and all related mobile applications and other interactive properties and services(collectively, the “Site”) are owned, operated and distributed by Ivy Exec, Inc., a Delaware corporation (referred to in this Privacy Policy as ”Ivy Exec” or “we” and through similar words such as “us,” “our,” etc.).
This is a legally binding contract. Please read these Terms of Use (this “Agreement”) carefully. By accessing the Site, you accept, without limitations or qualifications, all of the terms and conditions in this Agreement as well as those contained in our privacy policy. If you do not accept all of the terms and conditions of this Agreement and/or the privacy policy, do not access the Site or any portions thereof.
Use of the Site is only available only to individuals who are at least 18 years old. If you are not yet 18 years old, you are not authorized to use the Site.
This Agreement and the information and materials presented herein are subject to change at any time and without prior notice. By accessing the Site at any time after such modifications, you are agreeing to such modifications. This Agreement was last modified as of February 2021.
Acceptable Use of the Site
General Use Rules. The Site is intended for individuals seeking employment and for employers seeking candidates for employment. You may use this Site only for lawful purposes within the stated context of Ivy Exec's intended and acceptable use of the Site. Ivy Exec is the sole interpreter of the Site's intended and acceptable use.
License to Use by Users who are Job Seekers. Ivy Exec hereby grants you a limited, terminable, non-exclusive right to access and use the Site only for your personal use seeking employment opportunities for yourself. This authorizes you to view and download a single copy of the material on the Site solely for your personal, noncommercial use. You agree that you are solely responsible for the content of any information you post to the Site and any consequences arising from such posting. Your use of the Site is a privilege. Ivy Exec reserves the right to suspend or terminate that privilege for any reason at any time, at its sole discretion.
License to Use by Users who are Employers. Ivy Exec hereby grants you a limited, terminable, non-exclusive right to access and use the Site only for your internal business use seeking candidates for employment. This authorizes you to view and download a single copy of the material on the Site solely for your personal use directly related to using the Site for the purpose of searching and recruiting job prospects. You may not sell, transfer or assign any products or services or your rights to any products or services (including access to the Professional Database) provided by Ivy Exec to any third party without the express written authorization of Ivy Exec. You agree that you are solely responsible for the content of any information you post to the Site and any consequences arising from such posting. Ivy Exec reserves the right to suspend or terminate your access and use at any time if Ivy Exec determines that you are in breach of any of these Terms and Conditions.
Section 1 - Relationship of Employer and Professional
Ivy Exec does not accept liability as an employer, singularly or jointly, of any professional and the employment/independent contractor status of any professional as such status pertains to such professional's relationship with the employer is solely determined by an agreement between the professional and the employer. The Employer agrees and understands that Ivy Exec will not in any way be involved in the terms and conditions of the employment or contracting arrangement with any professional.
Section 2 - Job Posting, Database Search Access, Dedicated Newsletters and Ivy Exec Top 10 ("Employer Services ")
All fees due by customers for purchased Employer Services are due within thirty (30) days from delivery of the service. Fees paid for Employer Services are non-refundable.
Section 3 - Inputting Information
You shall not enter illegal or improper information into the system, including, without limitation, the following:
Information that is false, inaccurate, incorrect, incomplete, inexact, outdated or otherwise wrong;
Information subject to confidentiality, non-disclosure, non-competition, trade secret or proprietary rights, limitations or restrictions;
Information that infringes the copyrights or intellectual property rights of others;
Information that is sexually explicit, profane, pornographic, immoral, obscene, vulgar, offensive, violent, dangerous, harmful, threatening, abusive, harassing, hateful, discriminatory or racially, ethnically or otherwise objectionable;
Information that is defamatory, libelous or invasive of privacy or publicity rights of others;
Information that is actionable or may subject Ivy Exec to legal action or liability of any kind;
Information that violates any applicable local, state, national or international law, regulation, or convention.
Section - 4 Acts Against the System
You shall not attempt to or engage in potentially harmful acts that are directed against the system including, without limitation, the following:
Causing, allowing or assisting any other person to use your account or impersonate you;
Forging screen names, manipulating identifiers or otherwise impersonating any other person for any reason;
Emulating or faking usage of the system;
Falsely stating or otherwise misrepresenting your affiliation with any person or entity;
Introducing viruses, worms, software, Trojan horses or other similar harmful code into the system;
Causing, allowing or assisting machines, bots or automated services to access or use the system without the express written permission of Ivy Exec;
Tampering with the operation, functionality or the security of the system;
Attempting to override or circumvent any security or usage rules embedded into the system that permit digital materials to be protected;
Misusing, tricking, disrupting or otherwise interfering with the system.
Section - 5 Suspected Misuse and Penalties
Ivy Exec shall be the sole and final arbiter of suspected Code violations, misuse and penalty. Suspected violations may result in penalties for misuse including, without limitation, one or more of the following:
Assessment of penalty points to your account;
Suspension;
Termination;
Personal identification;
Legal action.
Ivy Exec reserves the right to seek civil, criminal or injunctive relief, at its sole discretion and without obligation, to enforce this code.
Section - 6 Interruption and Errors
Ivy Exec does not guarantee that the system will be uninterrupted or error-free. Ivy Exec may modify, amend, adapt, supplement, suspend, discontinue, terminate or make other similar changes, temporarily or permanently, to the system, or any portion thereof, at its discretion, with or without notice. The system may be interrupted, delayed or unavailable for your access from time to time for reasons including, but not limited to, the following: routine data compilation, service and maintenance; attacks, interference or interruption by the acts of third parties; earthquake, flood, fire, storm or other natural disaster; war, terrorism, armed conflict; labor strike, lockout or boycott; power failure or blackout; or other unforeseen or unavoidable events. Ivy Exec shall not be liable to you or to any third party for routine, unforeseen or unavoidable interruption, delay or unavailability.
Section - 7 Securing Member Information
Ivy Exec uses commercially reasonable business practices to secure its system. Ivy Exec does not guarantee the security of information and shall not be responsible for infiltration, provided that commercially reasonable practices have been used.
Section 8 - Automatic Renewal Process
All subscriptions are automatically renewed and billed before the end of the current membership term. Discounted memberships will be renewed automatically at the regular membership rate at end of the discounted membership term. Memberships that begin with a free trial will be renewed automatically at the regular membership rate at end of the free trial period. The renewal process is automatically initiated before current memberships expire to maintain uninterrupted member access and a continuous membership history. Ivy Exec reserves the ability to cancel auto-renewal for members as needed. Members have the ability to opt-out of auto-renewal at any point in time, by going to My Account and clicking on Cancel Auto-Renew. Members who wish to cancel their All Access membership will have up to 3 days from the start of their All Access membership to cancel and receive a full refund. All subscriptions not cancelled within this 3 day period (including those subscriptions that are automatically renewed) may be canceled at any time but no refund will be issued. The 3 day refund period does not apply to members who receive a Resume Critique for the corresponding billing period.
Section - 9 Reliance and Assumption of Risk
Use of the system is at your sole discretion and risk. You have independently evaluated the desirability of using the system. You are not relying on any representation, guarantee, or statement other than this contract. You shall not rely on the accuracy, completeness, usefulness or legality of the system or any information made available through the system at any time. You shall bear all risks of and are solely responsible for your use of the system and all information made available to you through the system.
Section - 10 Disclaimer of Warranties
IVY EXEC MAKES NO REPRESENTATION, GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, RELATED TO THE SYSTEM, THE INFORMATION MADE AVAILABLE THROUGH THE SYSTEM OR THEIR RESPECTIVE USES. THE SYSTEM AND THE INFORMATION MADE AVAILABLE THROUGH THE SYSTEM MAY CONTAIN ERRORS AND/OR BUGS AND MAY PRODUCE UNEXPECTED RESULTS. THE SYSTEM AND THE INFORMATION MADE AVAILABLE THROUGH THE SYSTEM ARE PROVIDED 'AS IS.' ANY AND ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Section - 11 Limitation of Liability
YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT IVY EXEC SHALL NOT BE LIABLE FOR ANY GENERAL, SPECIAL, CONSEQUENTIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, INFORMATION, BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES) WHATSOEVER ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SYSTEM, INCLUDING THE CONDUCT OF ANY THIRD PARTY, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT IVY EXEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. APPLICABLE LAW MAY NOT ALLOW LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Your exclusive remedy for any claim shall be limited to the subscription fee paid by you for the subscription term during which the event giving rise to the claim occurred. In no event shall liability to you exceed the amount paid by you for your subscription fee. The limitations, exclusions and disclaimers set for above shall apply and be enforceable to the maximum extent allowed by applicable law, even if any remedy fails its essential purpose.
Section - 12 Indemnifications
You agree to indemnify, defend, and hold Ivy Exec harmless against any loss, damage, cost, allegation, liability, expense, claim or demand, including court costs and reasonable fees for attorneys or other professionals, made by any third party resulting from your use of the system or information made available through the system or your breach of any of the terms of this Agreement.
Section - 13 Legal Inquiries and Requests
In response to a verified request by law enforcement or other government officials relating to a criminal investigation or alleged illegal activity, you agree and authorize Ivy Exec to disclose information about you without a subpoena. Ivy Exec, at its sole discretion, may assist third parties to protect their rights in the event that illegal or improper information is entered into or made available through the system or information made available through the system is used for illegal or improper purposes. Ivy Exec may disclose information about you as required by law or to comply with legal process, to report suspected illegal activities or to protect the rights, property or interests of Ivy Exec. Ivy Exec reserves the right and discretion, without obligation, to enforce this contract by any appropriate legal means available.
Section - 14 Choice of Law, Jurisdiction, Forum and Remedies
This contract shall be governed by the Law of The State of New York, regardless of the choice of law rules of any jurisdiction. Any dispute arising hereunder shall be subject to the exclusive jurisdiction of the federal and State courts located in New York, New York, and you hereby submit to the jurisdiction of such courts for the purposes of adjudicating any such dispute. To the fullest extent permitted by applicable law, NO CLAIM HEREUNDER OR UNDER OUR PRIVACY POLICY SHALL BE JOINED TO ANY OTHER CLAIM, INCLUDING ANY CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SITE, AND NO CLASS ACTION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you be instituted more than three (3) years after the cause of action arose.
Section - 15 Licensed Trademarks; User Submissions; Intellectual Property Rights; DMCA
All trademarks and registered trademarks are the property of their respective owners.
Employers, mentors, webinar presenters and other users and each of their representatives who submit content (any such content, “User Submissions”) to Ivy Exec (whether via the Site or any other manual or electronic means) hereby grant Ivy Exec a royalty-free, perpetual, irrevocable, freely sublicenseable and assignable, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, distribute, communicate to public, perform and display the User Submissions (and any modifications or derivative works thereof) in any media or distribution channel that may now or hereafter exist, in any geographic location.Furthermore, you agree that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world and without any further compensation, we may and are hereby authorized to use your name in connection with promotion of your User Submissions and the Company’s business, and to allow the Company’s assignees and/or sublicensees to do the same.
By submitting any User Submissions, you represent and warrant that such User Submissions are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations, and do not violate the intellectual property or other rights of any third party.
We expressly disclaim any and all liability in connection with User Submissions. We reserve the right to remove content and User Submissions without prior notice (or to refuse to transmit or publish any User Submission) for any reason.
We will not tolerate violations of intellectual property rights. If you are a copyright owner and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA"). To provide us notice of an infringement, you must provide a written communication to the attention of "DMCA Infringement Notification Dept." at Ivy Exec, Inc., 6 East 39th Street, 11th Floor, New York, New York 10016 or by email to [email protected] sets forth the information specified by the DMCA (see http://www.copyright.gov/title17/92chap5.html#512). You may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright.
Section - 16 Third Party Links
Our system contains links to other sites. Ivy exec does not control or endorse those sites by linking to them. You are solely responsible for your use of those sites.
Section - 17 No Third Party Beneficiary
This contract is only for the benefit of you and Ivy Exec. No third party has any right, claim or interest under this contract as a third party beneficiary.
Section - 18 Assignment
You may not assign or transfer your rights or obligations under this contract.
Section - 19 Waiver
Delay or failure to enforce any terms of this contract is not a waiver of such terms.
Section - 20 Entire Contract
This Agreement, along with the Privacy Policy, is the entire agreement between you and Ivy Exec; it supersedes all related communications and prevails over any other provisions relating to its subject matter.
Section - 21 Severability of Terms
If any terms of this contract are found to be unenforceable, all remaining terms shall continue in full force and effect as allowed by law.
Section - 22 Headings
Headings are used for convenience and are not to be used for meaning or intent.
Section - 23 Electronic Communications
Most communications between us and you will be sent and received electronically. You agree that all agreements, notices, disclosures and other electronic communication exchanged between you and us shall satisfy any legal requirements that such communications be in writing.
Section – 24 Special Provisions Relating to Participation in Mentor Network and/or Expert Network
Members of the Expert Network and/or Mentors acknowledge and agree that they are providing certain personally-identifiable information (for example, photos, background, etc.) for public posting on the Site. All such information shall be deemed User Submissions of Mentor and/or Expert Network Member and, as such, we will have a license to use such information pursuant to Section 15 and each such person represents and warrants to us that such person’s information is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations, and does not violate the intellectual property or other rights of any third party. As with other User Submissions, we expressly disclaim any and all liability in connection with such information and reserve the right to remove any such information without prior notice (or to refuse to transmit or publish any such information) for any reason. In addition, users should be aware that we do not endorse the views of any Mentor or Expert Network Member, that such person’s advice and recommendations are their own and not necessarily the same as Ivy Exec and that the inclusion of a Mentor in the Mentor Network or an Expert Network Member in the Expert Network does not in any way represent an endorsement of such person or his or her services.
Your participation in the Mentor Network or Expert Network (whether as a mentor, protégé, Expert Network Member or Client) is at your own risk. Ivy Exec does not supervise any interactions between users, and is not involved in any way with their actions. You acknowledge and agree that by participating in the Mentor Network and/or Expert Network you may be exposed to a variety of risks and hazards, and are solely responsible for all costs and/or risks associated with such participation. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE IVY EXEC AND EACH OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS AND REPRESENTATIVES FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO YOUR PARTICIPATION IN THE MENTOR NETWORK AND/OR EXPERT NETWORK, WHETHER AS A MENTOR, PROTEGE, EXPERT NETWORK MEMBER OR CLIENT. YOU AGREE AND UNDERSTAND AND INTEND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS AND ASSIGNS.
If applicable, you waive California Civil Code Section 1542, which states, in relevant part: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Mentors and protégés are required to manage their entire relationship through the Site, and any communications made offline are required to be reported to Ivy Exec. The Mentor Network is only available to protégés who have an All Access subscription. Protégés must maintain an All Access subscription for as long as they are communicating with a mentor in the network and, in the event that a protégé continues to work with or communicate with a mentor after his or her All Access subscription expires, he or she shall be liable to Ivy Exec for All Access subscription fees for any period of time during which such communication continued.
Section – 25 Special Provisions Relating to Participation in Expert Network
General
The Ivy Exec Expert Network (the “Expert Network”) consists of groups of professionals and consultants in various industries and specialties who educate and share insights with financial and business leaders and other organizations and professionals (“Clients”). IVY EXEC provides opportunities for members of the Expert Network to participate in different types of projects (“Projects”), such as telephone consultations, in person consultations, online interactive discussions and online surveys.
By joining the Expert Network, you represent, that you are permitted to so join. In particular, you confirm that you are not prohibited, or limited in any way, from participating in the Expert Network by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), your current employer’s policies or codes of conduct if you are employed, or any similar policies or obligations that limit your conduct in any way. Further, to the extent your ability to consult is limited in any way, you confirm that you have obtained all necessary consents or waivers (e.g., the consent of your employer, any company or organization for which you have consulted, or any affiliated academic or government organization) to participate as a Member. It is your responsibility to determine whether you are permitted to join the Expert Network.
As a Member of the Expert Network, you acknowledge and agree to the following: (i) you are a non-agent independent contractor of Ivy Exec; (ii) you have no authority to act on behalf of Ivy Exec; (iii) you are not eligible for any Ivy Exec or Client employment benefits based on your participation in the Expert Network; (iv) you shall not identify any Client or Ivy Exec as your employer; (v) you are joining the Expert Network in your individual capacity and not as a representative or on behalf of any other company or organization (such as past or present employers), except as otherwise agreed in writing between such organization and Ivy Exec; and (vi) Ivy Exec, in its sole discretion, may determine your eligibility for membership in the Expert Network and/or any particular Project.
If you are in any way unsure about your ability to comply with these Terms & Conditions, then you must decline to participate as a Member of the Expert Network.
Code of Conduct
At all times during your participation in the Expert Network, you agree to act in good faith, in a professional and workmanlike manner, to the best of your ability, and in accordance with these Terms & Conditions and applicable law. When engaging in Projects, you agree to abide by any obligations you may have that limit what you can discuss or the scope of your participation in the Expert Network. YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY PROJECT OR ACTIVITY THAT PRESENTS A CONFLICT OF INTEREST OR WOULD RESULT IN A VIOLATION OF APPLICABLE LAW, THESE TERMS & CONDITIONS, OR YOUR OBLIGATIONS TO PAST OR PRESENT EMPLOYERS OR ANY OTHER THIRD PARTY.
During the course of your participation in the Expert Network you SHALL NOT disclose confidential information, which includes (without limitation):
Material, nonpublic information (“MNPI”), including MNPI related to any company, security, industry, or legislation;
Proprietary information, including trade secrets, copyrighted information, business information, belonging to past or present employers, companies for whom you have consulted, or any other third party;
Information that you have a duty or have agreed to keep confidential (e.g., by contract, fiduciary duty, etc.);
Information that was disclosed to you or to which you were permitted access under the assumption or expectation that you keep it confidential; and
Information you believe may be confidential.
Additionally, you will not disclose any information that you are otherwise prohibited from disclosing under applicable law or which might result in your breach of any regulatory, legal, ethical, or professional standard or rule.
if you are an employee, officer, director, consultant or advisor of a company, you will not (i) discuss or disclose any information about that company (such as its performance, strategy, processes, operations, or products), (ii) accept or engage in any Projects about that company, or (iii) consult for any Client you reasonably believe to be a direct competitor of that company in each case without the express written consent of the company and Ivy Exec;
if you are an auditor or former auditor, you will not consult about organizations that you or your employer currently audit or have audited in the last three years;
if you have worked in the accounting or finance department of a company within the last year, you will not discuss accounting or financial issues relating to that company or its affiliates;
if you are an employee or director of an entity issuing securities in an initial public offering (IPO) or that has made, or is the subject of, a tender offer, or an entity that has acted on behalf of such a company in connections with such tender offer, you will decline all Project invitations until the commencement of such offering or while the tender offer process is ongoing;
if you are a lawyer, you will not give legal advice in connection with a Project or Activity, and you do not establish an attorney-client relationship with Clients through any Project;
You will not give investment advice, including without limitation, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security;
You will not provide any advice that would require any license, permit or similar permission from a governmental or quasi-governmental agency; and
You will not accept any compensation other than that provided by Ivy Exec for your work performed for Clients without first obtaining the express written consent of Ivy Exec.
Additionally, note that most current government officials and government agency officials worldwide are ineligible to participate in the Expert Network. If you are one of the few Members of the Expert Network who are an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.), or any political party, party official, or candidate for political office whose government or other organization permits you to participate, you agree not to discuss legislation, regulation, policy, contracts, or other business that you are in a position to vote upon or otherwise influence.
You agree to notify Ivy Exec if you become an elected official, candidate for political office, or employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, public international organization, or political party.
IVY EXEC will, from time to time, inform you of additional rules that you are required to observe and specific topics that you are not permitted to discuss. You agree to observe these rules and any limitations we place on what you can discuss.
You represent that you have not been:
accused or convicted of, plead guilty to, or admitted committing, a felony or any offense involving dishonesty or deception (e.g., theft, fraud, etc.);
sued for theft of corporate assets, fraud, breach of a confidentiality or non-disclosure agreement, breach of fiduciary duty, or any similar action;
subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self- regulatory organization, such as the SEC or FINRA, relating to a violation of securities laws or an accusation of civil or criminal fraud or deceptive practices; or
named on the Excluded Parties List System (now consolidated at SAM.gov) maintained by the U.S. General Services Administration, the Specially Designated Nationals list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control, or any other similar list maintained by the U.S. or other nation or NGO.
While Ivy Exec reserves the right to verify this independently you agree to notify Ivy Exec immediately if your status changes with respect to any of these representations.
You acknowledge that you are aware of, and/or have received training on, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, as well as anti-corruption/anti-bribery laws in general, and commit yourself to abide by such laws. Therefore when performing work on behalf of Ivy Exec or its Clients you shall not offer, promise, or pay any money, gift, or any other thing of value to any person:
for the purpose of influencing official actions or decisions, while knowing or having reason to know that any portion of this money, gift or thing shall, directly or indirectly, be given, offered, or promised to (i) an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.) or (ii) any political party, party official, or candidate for political office;
for the purpose of obtaining or retaining business or inducing any person to cease to act in good faith, impartially, or in accordance with a position of trust; or
to improperly induce such person to provide you with information.
IF YOU BECOME CONCERNED WITH THE NATURE OF ANY INQUIRY OR PROJECT BY A CLIENT, A CLIENT ATTEMPTS TO INFLUENCE YOUR DECISIONS (E.G., WHAT DEVICES OR SERVICES TO USE) IN ANY WAY, OR A CLIENT IS MARKETING PRODUCTS OR SERVICES TO YOU RATHER THAN CONDUCTING RESEARCH, YOU MUST DISCONTINUE YOUR PARTICIPATION AND NOTIFY IVY EXEC IMMEDIATELY BY EMAILING [email protected] OR CALLING 212-431-3969. YOU ARE ADVISED TO ERR ON THE SIDE OF CAUTION WITH RESPECT TO YOUR PARTICIPATION IN THE EXPERT NETWORK.
You agree to cooperate fully in any Ivy Exec inquiry concerning actual, alleged, or potential violations of these Terms & Conditions or any applicable law.
Your Information
You agree to provide Ivy Exec with accurate and complete biographical information, including your current job status and at least two years of employment history, and to promptly update that information as it changes. Ivy Exec may verify information provided by, or about, you. Ivy Exec or its Clients may ask you for other information about yourself, including your ability, availability, or suitability to consult on particular topics or in general. Collectively, such information about you, as well as any information in your Expert Network Profile and any photographs or images you choose to add to your profile, are your “Expert Network Information.” While Ivy Exec may revise Expert Network Information on your behalf based upon information provided by you or other available sources, you are solely responsible for maintaining and updating your Expert Network Information and ensuring its accuracy. You agree not to accept any Project or consult with any Client unless your Expert Network Information is accurate, complete, and current. You understand that Ivy Exec and Clients are entitled to rely on your Expert Network Information.You agree that Ivy Exec may, if it so chooses, conduct a background check on you, including through a third-party service, seek to confirm your employment history and education credentials, as well as check for any criminal history. Ivy Exec may also seek to verify the accuracy of the invoices you submit and confirm the substance of your discussions with Clients. As it conducts background checks and other verifications, you agree to cooperate with Ivy Exec and provide any necessary consents. You agree not to share unique links or other requests for information that are sent to you as part of the screening process.
Acceptance and Scope of Projects
Your participation in a Project is always at your discretion. Ivy Exec makes no representation regarding the frequency, quantity, or type of invitations to Projects you will receive or in which you will be chosen to participate. You will be compensated only for the time you spend interacting with Clients on Projects at the agreed rate. You will not be compensated for preparation time, wait time, or time set aside if a Project with a Client does not occur. You may not assign Projects or delegate any portion of your work to others (including without limitation to any other employees of your firm) without Ivy Exec’s prior written consent. All interactions must be set up through Ivy Exec or its systems. If a Client contacts you without having arranged the Project through Ivy Exec, and you consult with the Client, you are not eligible for payment from Ivy Exec, even if the call is a follow-up to a recent Project that was arranged through Ivy Exec. Clients are not authorized to expand the scope of a Project except to the extent Ivy Exec has agreed otherwise in writing.
Communication with Persons Outside Expert Network
You may not interact with a person who is not in the Expert Network with respect to a Project without Ivy Exec’s written authorization. If you are granted authorization to interact with any such person in connection with any Project, you agree to advise such person that you are not seeking, and do not want, any confidential information, including material non-public information, and that he/she must comply with his/her existing obligations to any third parties, including past or present employers. Further, during these interactions the following conduct is strictly prohibited:
presenting yourself under false pretenses or pretexts;
describing yourself as working for or on behalf of Ivy Exec;
identifying to such person the Client on whose behalf you are acting (you may disclose the type of client firm without identifying such Client by name);
hiring or engaging such person as an agent, subcontractor, or consultant without Ivy Exec and the Client’s written consent;
soliciting information that you believe the person, if he/she were a Expert Network Member, could not disclose under these Terms & Conditions; and
offering, giving, or attempting to give anything of value to anyone without Ivy Exec’s and the Client’s written consent.
Non-Solicitation of Clients
As a condition to participation in the Expert Network, for Clients to whom you are first introduced to through Ivy Exec, for a period of one year from the most recent Project with or introduction to such Client you agree not to knowingly solicit projects from or propose or agree to any kind of consulting, advisory (including directorships), or employment arrangement with such Client, either directly or indirectly, without the written permission of Ivy Exec. This provision does not prohibit you from being retained by a Client to provide legal advice. For a period of one year after the termination of your relationship with Ivy Exec, you also agree not to knowingly solicit for employment any employee of Ivy Exec or any Clients to whom you were first introduced due to your Expert Network Member status. Additionally, if during the course of Projects, you are first introduced to other Expert Network Members, you may not, directly or indirectly, solicit those Expert Network Members for projects or other engagements outside of Ivy Exec without the prior written consent of Ivy Exec.
Expert Witness Engagements
If a law firm decides to retain you as an expert witness in a Project, such firm may choose to enter into a separate written retention agreement with you for expert witness services (a "Retention Agreement"), and such Retention Agreement shall control over any inconsistent terms in the Terms & Conditions with respect to the relationship between you and the firm Client and your obligations to such law firm Client and its client in connection with the expert witness Project. Such Retention Agreement does not modify your obligations to Ivy Exec under these Terms & Conditions or otherwise.
Dealings With Clients
If a Client selects you for a Project, Content you create in connection with that Project (“Project Content”) is solely owned by the Client as a “work for hire” and may be used by such Client for any purpose permitted under that Client’s agreement with Ivy Exec, which may include reproduction, disclosure, transmission, publication, broadcast, and posting. Content you create independently of, or prior to, any Project (“Retained Content”) remains your property and you retain all rights, title, and interest in and to such Retained Content; however, you grant the Client a perpetual, world-wide, royalty-free, and transferable license to use any Retained Content included in any Project Content. Without limiting the foregoing, you agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any Content you transmit to that Client for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information. Any inventions, discoveries or improvements that are based in full or in part on any Content and information you create for a Client in the course of a Project, and all intellectual property rights in such inventions, discoveries, or improvements, shall be owned entirely by and shall be proprietary to the Client.
You further agree and acknowledge that Clients may elect to record or transcribe your consultations or other interactions with them, and that any such recordings or transcriptions are owned by such Client and may be used by such Client for any purpose permitted under that Client's agreement with Ivy Exec. As part of their compliance protocols, some Clients may have a professional (in addition to the Client user(s) you will speak with) chaperoning phone consultations and their presence may be announced or unannounced (i.e., you will not be notified) and may be active participants or silent on the phone consultations. By signing these Terms & Conditions you consent to consultations being chaperoned and recorded at Clients’ election.
Confidentiality of Client and Ivy Exec Information
While you are an Expert Network Member and thereafter, you agree not to disclose or to attempt to use or personally benefit from (e.g., use to trade securities or make investment decisions) any Restricted Information (as defined below) that is disclosed to or known by you because of your participation in the Expert Network until such time as the Restricted Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by Ivy Exec for the purpose of facilitating a particular Project. The following should be considered strictly confidential: (1) the identity of Clients (e.g., do not list Clients on your resume or website); (2) information about Projects; (3) information about any actual or potential business, investment or trading decisions, or transactions of any Client; or (4) any other nonpublic or proprietary information of Ivy Exec or its Clients (collectively, “Restricted Information”). If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Restricted Information to anyone, you will promptly notify Ivy Exec, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with Ivy Exec and the applicable Client in protecting such information to the extent possible under applicable law. Upon request by Ivy Exec or the applicable Client, you agree to return or destroy all Restricted Information in your possession. Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic and Client description to secure any required third-party consent to your participation in the Expert Network or in a Project prior to accepting an invitation for that Project.
Reliance by Clients
These Terms & Conditions are intended to benefit Clients. Clients expect that all Projects will be carried out in accordance with these Terms & Conditions and applicable laws and that, among other things, they will not receive any confidential information, including material non-public information, and their own Restricted Information will not be disclosed. Clients may from time to time request that you confirm any part of these Terms & Conditions, and any additional terms or compliance policies required by Clients as a condition to your participation in or payment on a Project (“Confirmations”). You agree that, to the extent you have provided any Confirmations, you shall be obligated to honor such Confirmations in addition to these Terms & Conditions, and that the applicable Client shall have the right to directly enforce your compliance with such Client’s Confirmations, if any. You understand that other Expert Network Members, each Client, and the person with whom you may engage in any Project or Platform Activity is an intended beneficiary of these Terms & Conditions and the covenants and agreements made by you hereunder, and that Clients, as third-party beneficiaries of these Terms & Conditions, have the right to directly enforce your compliance with these Terms & Conditions.
Payments
You are responsible for providing your or your organization’s payment details on your Expert Network Member profile page and keeping such information up-to-date. If you are employed, you must follow your employer’s policies that may relate to payment. Within 30 days of completion of a Project, unless otherwise agreed in writing, we will administer the payment for your time that was agreed, provided that we will have the right to delay payment until such time as we receive payment from the Client. Payments may take 5 to 15 business days to be received. Payments will be based on what was agreed in writing by Ivy Exec or as specified in the Project invitation.
In the event that a Client disputes your request for payment or the quality of your work on a Project, Ivy Exec may withhold payment until such dispute is resolved. You agree that in the event of any such payment dispute, Ivy Exec has the sole and final authority to resolve such dispute in its reasonable discretion, and you agree to be bound thereby. You further understand and agree that you have no right to payment for a Project to the extent Ivy Exec reasonably determines you have violated these Terms & Conditions or Ivy Exec 's compliance rules, and to the extent you have already received payment for Projects or Platform Activities involving such violations, Ivy Exec shall have the right to recover such payments in full.
Ivy Exec may require you to provide additional information (including your Social Security number or equivalent Tax Identification number) about yourself or your employer/company as part of its security procedures. To protect your information from third party misuse, please provide such information or any updates to your bank account by phone or through Ivy Exec websites, not by email. Note that U.S. persons will receive a U.S. Internal Revenue Service Form 1099 for payments as required. You agree that all fees imposed on you by any banking institution to process any payment from Ivy Exec are your sole responsibility. Non-U.S. Expert Network Members may be asked to confirm such status. Your contract will be with, and you shall receive your payments from, Ivy Exec, which is a U.S. entity. You agree that you are responsible for paying any applicable taxes in your jurisdiction on payments you receive from Ivy Exec, in accordance with applicable law and, if applicable, you agree to provide Ivy Exec evidence of such tax payments upon its request.