1. General. The Site is intended for use by members to network together and collaboratively share ideas, but is not intended for recruiting or product promotion purposes. User and Client agree that they shall not use the Site to recruit for employment, or to solicit others to purchase their products or services. Additionally, Licensor is not, by means of the Site, rendering professional advice or services and the Site is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect Client’s business, User and Client should consult a qualified professional advisor. The Site allows you and other members to communicate with each other. User and Client acknowledge and agree that Licensor is only acting as a passive conduit and that you are solely responsible for your communications and that Licensor is not responsible for, and does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of content of third parties posted on, or accessible through links in, the Site. User and Client may post content to the Site (“Client Content”). User and Client are solely responsible for the Client Content and shall obtain any and all licenses or permissions necessary for posting Client Content on the Site and for the use of such Client Content by Licensor and the other Site participants. Further, User and Client warrant that Client Content will not contain content that is libelous, obscene, violent, scandalous, defamatory or in violation of law, or that violates the personal, proprietary, intellectual property or other rights of any third party. User and Client acknowledge and agree that, while Licensor is not under any obligation to monitor the content posted to the Site, Licensor may decide not to post certain Client Content, to remove certain previously posted Client Content, or to edit certain Client Content, in each case, in Licensor’s sole discretion and without notification to User or Client.
2. Licenses. Client is hereby granted a non-exclusive, non-transferable license for User to use the Site and the content contained therein, solely for Client’s internal informational purposes, in accordance with the terms of this Agreement and the instructions on the Site. In consideration of such license granted to Client, User and Client hereby grant to the Licensor a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, modify, display, perform and create derivative works based on the Client Content, with the right to sublicense the foregoing rights, including without limitation, the right for any such information to be used by any affiliate or related entity of Licensor in the context of responding to its professional obligations as the independent accountants for the Client, if applicable. User and Client will not, and will not permit others to, (i) modify, copy, or otherwise reproduce the Site in whole or in a part; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the software used by the Site; (iii) distribute, sublicense, assign, share, timeshare, sell, rent, or lease the content contained in the Site; (iv) remove any proprietary notices or labels displayed on the Site; or (v) use the Site or the content therein for any unlawful purpose. All rights not expressly granted to in this Agreement are reserved by Licensor. There are no implied rights granted with respect to the Site, including, without limitation, the content contained therein.
3. Use and Availability of Site. Licensor does not warrant or guarantee uninterrupted availability of the Site. Licensor reserves the right to modify, suspend or discontinue the Site or any portion thereof at any time, including, without limitation, the availability of any content, without notice or liability to Client or User. Licensor may also impose limits on certain features and services or restrict User’s access to all or parts of the Site without notice or liability to Client or User. Your use of the Site is at your own risk and you assume responsibility and risk of loss resulting from your usage.
4. Warranty Disclaimers; Limitation of Liability; Indemnity. THE SITE IS PROVIDED “AS IS”, AND LICENSOR DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE SITE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, OR ACCURACY. WITHOUT LIMITING THE FOREGOING, LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE SITE IS FREE OF ERRORS OR BUGS, OR MEETS ANY PARTICULAR GUARANTEE OF PERFORMANCE OR QUALITY, OR THAT USE OF THE SITE WILL BE UNINTERRUPTED. IN NO EVENT SHALL LICENSOR OR ITS PERSONNEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OR THE INABILITY TO USE THE SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF LICENSOR AND THE FOREGOING ENTITIES AND PERSONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR RESULTING FROM THE USE OR THE INABILITY TO USE THE SITE, SHALL BE LIMITED IN THE AGGREGATE TO ONE THOUSAND DOLLARS ($1,000.00 USD). Client will hold harmless and indemnify licensor from all claimS, LIABILITY AND EXPENSES ATTRIBUTABLE TO CLAIMS OF THIRD PARTIES arising from or related to the use of the site or violation of this agreement. THE FOREGOING PROVISIONS OF THIS SECTION SHALL APPLY TO THE FULLEST EXTENT OF THE LAW, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE.
5. Term and Termination. This Agreement expires upon the expiration of Client’s membership subscription to use BersinOne, BersinWorks, BersinEdge, BersinOne Green, BersinWorks Green, BersinEdge Restricted unless terminated earlier by a party in accordance with this Section. At any time, Client may terminate this Agreement and/or User’s use of the Site by notifying Licensor of such termination. Licensor may terminate this Agreement and User’s and/or Client’s use of the Site, for any reason or for no reason, without prior notice to Client or User. If User leaves the employ of Client during the term of this Agreement, User’s rights to use the Site shall immediately terminate.
6. General. The validity, construction and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the internal laws of the State of New York, excluding its principles of conflicts of laws. LICENSOR, CLIENT AND USER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER IN CONTRACT, STATUTE, TORT (SUCH AS NEGLIGENCE), OR OTHERWISE), RELATING TO THIS AGREEMENT OR THE SITE. If any of the provisions of this Agreement are found to be unenforceable by a court of competent jurisdiction, such provisions shall not affect the other provisions, but such unenforceable provisions shall be deemed modified to the extent necessary to render them enforceable, preserving to the fullest extent permissible the intent set forth herein. All provisions of this Agreement which are intended by their nature to survive the expiration or termination of this Agreement or the discontinuance of the Site shall so survive. User and Client may not assign, sublicense or otherwise transfer, in whole or in part, their rights or obligations under this Agreement. No delay or omission by Licensor in enforcing its rights or remedies under these Terms shall impair such right or remedy or be deemed to be a waiver thereof.