TERMS OF SERVICE

HUMAN CAPITAL MEMBER PLATFORM

These Terms of Service for the Human Capital Member Platform govern your access to and use of the Human Capital Member Platform, so please read everything carefully. You shall be referred to as “Member”. This page explains the terms by which you may use the Member Platform and any other services or applications owned, controlled, or offered by Nav Talent, Inc., a Delaware corporation doing business as Human Capital (“Human Capital”). By accessing or using the Member Platform you signify that you have read, understood, and agree to be bound by these Terms of Service and the associated Privacy Policy (collectively, the “Agreement”).

1. MEMBER PLATFORM

   1. Member Platform. This Agreement governs Member’s access to, and use of, of Human Capital’s “Member Platform”, which means (a) access to and use of Human Capital’s proprietary interface that provides Members with access to potential employers (“Employers”, and such interface, the “Member Platform”), and (b) any support, maintenance, and training services that Human Capital provides to Member with respect to the use of the Member Platform (“Support Services”). Member shall not assign or allow any other persons to access or use the Member Platform. The Member Platform provides Member with tools and services to provision, support, and manage the use of the Member Platform.
   2. Potential Employers. Each Member acknowledges and understands that not all Employers listed on the Member Platform may be actual clients of Human Capital, and may represent potential or desired clients of Human Capital. Such potential clients are listed only for purposes of gauging interest, and therefore, Human Capital may not be able to place Members at such potential employers. Neither Human Capital nor such potential client represents any affiliation with each other whatsoever.
   3. Access; License. Subject to the terms and conditions of this Agreement, during the Term, Human Capital may provide Member access to the Member Platform. Human Capital grants Member a limited, non-exclusive, non-transferable, revocable right to access the Member Platform to do the following solely for the internal purposes of locating and selecting potential Employers for employment: (i) access the features and functions of the Member Platform; and (ii) view, download, reproduce, and print job and Employer content made available to Member through the Member Platform.
   4. Third Party Products. The Member Platform may contain links and features that connect to third party websites, products, or services (“Third Party Products”). This Agreement is not binding upon such third parties, and Human Capital does not endorse such third parties. Human Capital is not responsible for the actions or inactions of such third parties or the contents or performance of any Third Party Product.

2. HUMAN CAPITAL RESPONSIBILITIES

   1. Member Platform. Subject to this Agreement, Human Capital will (a) provide Member with access to and use of the Member Platform, (b) provide the Member Platform in material conformance with the terms and conditions of this Agreement, (c) use commercially reasonable efforts to make the Member Platform available 24 hours a day, 7 days a week except for instances of scheduled maintenance or downtime or unavailability caused by circumstances outside of Human Capital’s reasonable control (e.g., emergency downtime, force majeure and similar events), and (d) provide the Member Platform in accordance with the laws and government regulations applicable to the provisioning of the Member Platform and to Human Capital’s business. Human Capital is responsible for the performance of its employees and contractors and their compliance with Human Capital’s obligations under this Agreement. Human Capital may use non-employee contractors, service providers, or agents for the purpose of providing Member Platform hereunder.
   2. Changes to Member Platform. From time-to-time during the Term, Human Capital may update or change the features, functionality or other aspects of the Member Platform, for example to: (a) maintain or enhance (i) the quality or delivery of the Member Platform to its Members, (ii) the competitive strength of or market for the Member Platform, or (iii) the Member Platform’s efficiency or performance; or (b) to comply with applicable law and regulation. Human Capital will use reasonable efforts to provide electronic notice to Member in advance of any such updates or changes.

3. MEMBER RESPONSIBILITIES

   1. Content. In order to make use of the Member Platform, Member and Employers, and their respective users, may upload, create, or input information, data, documentation, and other materials (together, “Content”) into the Member Platform. Member has sole responsibility for all Content which it stores in the Member Platform, whether publicly posted or privately transmitted by Member. Human Capital does not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Member Platform or endorse any opinions expressed via the Member Platform. If Member uses or relies on any Content or materials posted via the Member Platform or obtained by Human Capital through the Member Platform, it is at Member’s own risk. Human Capital disclaims all liability as regards any of Content, and will not be liable for (i) any loss or damage of any kind incurred as a result of the use of any Content in the Member Platform, (ii) any losses, costs, or expenses resulting from the loss or corruption of Content, and/or (iii) any third party claims relating to Content. Member agrees not to upload Content to the Member Platform that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to Member or to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that Member does not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that Member knows is not correct and current. Member agrees that any Content that it posts does not and will not violate third party rights of any kind, including, without limitation, any intellectual property rights of third parties, or rights of privacy. Human Capital reserves the right to reject and/or remove any Content that it believes, in its sole discretion, violates this Agreement.
   2. Registration. In order to access and use the Member Platform, Member will have a personal account (an “Account”) through the Member Platform. Member will (a) provide accurate, truthful, current, and complete information with respect to its Account; and (b) maintain and promptly update all Account information. Member is responsible for protecting and safeguarding any passwords, user IDs, or other credentials and login information that have been provided to Member or that are generated in connection with Member’s Account. Member will use reasonable efforts to prevent unauthorized access to, or use of, its Account. Member will immediately notify Human Capital in writing of any unauthorized use of the Account that comes to Member’s attention.
   3. Authorized Use. Member will use the Member Platform in accordance with the terms and conditions of this Agreement, including any applicable usage restrictions on subscription term and other usage parameters for the Member Platform (collectively, “Approved Use”). Member is permitted to access and use the Member Platform solely for her or her personal employment purposes and not for the benefit of any third party. Member will use the Member Platform in accordance with all applicable laws and government regulations.
   4. Cooperation. Member’s cooperation is required in order for Human Capital to efficiently and effectively provide services in the Member Platform. Member agrees to comply with all of Human Capital's reasonable requests made in connection with the provision of Member Platform to Member. Human Capital will have no liability for any delays, deficiencies, or failures that occur in the performance of Member Platform as a result of (a) delays due to unanticipated Member requests, (b) Member’s failure to cooperate (including the cooperation of third parties under Member’s control), or (c) Member’s breach of this Agreement.
   5. Other Third Party Products and Services. Member is responsible for obtaining and maintaining, at its sole cost and expense, any devices, hardware, equipment, third party software, and all internet browsers and connections required to access or use the Member Platform as such requirements are specified herein. Human Capital shall not be responsible for the contents of any linked external websites.
   6. Restrictions; Limitations. Without limitation of the foregoing, Member will not: (a) modify, disassemble, decompile, reverse engineer, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Member Platform; (b) use or access the Member Platform to build a competitive product or service; (c) use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from the Member Platform; (d) download (other than page caching) any portion of or information contained within the Member Platform other than as expressly permitted by Human Capital; (e) perform or disclose any benchmarking or performance testing of the Member Platform; (f) sell, license, rent, lease or assign the Member Platform or distribute, display, host, disclose, outsource or otherwise commercially exploit the Member Platform as part of a product or service provided to any third party; (g) use the Member Interface for any unlawful purposes or for promotion of illegal activities; or (h) use the Member Platform other than for its intended use. This list is not exhaustive. Member agrees to comply with all local laws regarding online conduct and acceptable content. Member may access the Member Platform only through interfaces and protocols provided or authorized by Human Capital and may not copy, co-brand, frame or mirror any part or content of the Member Platform.

4. OWNERSHIP RIGHTS

   1. Content Ownership. Member retains full ownership of its Content, but Member hereby grant Human Capital a worldwide, non-exclusive, irrevocable, transferable, royalty-free license (with the right to sublicense) for the Term (except as otherwise specified herein), to use, copy, reproduce, process, adapt, modify, publish, transmit, edit, translate, make derivatives, display and distribute any and all Content in order to: (a) provide the Member Platform to Member; (b) create, improve, market, or provide support for Human Capital and its products, processes, and/or services; (c) compile and/or aggregate analytical or other usage patterns related to use of the Member Platform; and (d) otherwise aggregate and analyze the Content, provided that in the cases of (b)-(d) the Content is used in a form that does not identify Member. This license also includes the right to modify or adapt Content as part of the Member Platform in order to transmit, display, or distribute it over computer networks and in various media and/or make changes to Content to conform and adapt that Content to any requirements or limitations of any networks, devices, services, or media. Member also extends these rights to the third party services with whom Human Capital works to provide the services contemplated hereunder. Member represents and warrants that it has the rights and authority necessary to grant the rights granted herein to any Content that it submits, including all necessary rights to upload its Content for use in accordance with this Agreement.
   2. Ownership by Human Capital. Human Capital owns and retains all right, title, and interest in and to the Member Platform, any Human Capital software or technology utilized, created, or reduced to practice in the provision of the Member Platform, the Member Platform, and all Intellectual Property Rights contained therein or related thereto, including without limitation all copies, translations, adaptations, modifications, derivations, and enhancements thereof (the “Human Capital Materials”). Member acknowledges that (a) no right or interest in the Human Capital Materials is conveyed other than the limited licenses granted herein, (b) the Human Capital Materials are protected by copyright and other intellectual property laws, and (c) the Human Capital Materials embody valuable confidential and secret information of Human Capital or its licensors, the development of which required the expenditure of considerable time and money. Member will not take or encourage any action during or after the Term that will in any way impair the rights of Human Capital in and to the Human Capital Materials, any proprietary software or technology of Human Capital, or any Intellectual Property Rights in and to any of the foregoing. “Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade names, service marks, trade dress, trade secrets and any other form of intellectual property rights now or hereafter recognized in any jurisdiction, including applications and registrations for any of the foregoing.
   3. Restrictions. Member will not: (a) alter, or permit the alteration of, the Human Capital Materials, or any component thereof, (b) copy, or permit the copying of, the Human Capital Materials or any component thereof, (c) take any action that would foreseeably jeopardize Human Capital’s or its licensors’ proprietary rights in the Human Capital Materials, (d) seek to acquire any ownership interest in or to the Human Capital Materials or any component thereof, (e) attempt to derive source or object code from the Human Capital Materials or any component thereof, (f) access the Member Platform to build or create a derivative, competitive, or similar product or service, or copy any ideas, features, functions, or graphics of the Member Platform, or (g) license, sell, transfer, lease, or disclose the Human Capital Materials.
   4. Feedback. Member may have the option to provide Human Capital with feedback, suggestions, or comments regarding the Member Platform. From time to time, Human Capital may request that Member provide feedback in a specified form, manner and/or frequency, provided that all such feedback will be at Member’s discretion. Member hereby grants Human Capital a non-exclusive, perpetual, and irrevocable license to use and exploit such feedback for any purpose, including incorporating such feedback within its products and services, without providing payment or any other consideration to Member.

5. PUBLICITY.

   Member agrees that the HC Parties may issue a press release or other promotional information upon successful completion of an engagement, referencing both Member and a placed Employer. Additionally, the HC Parties may publicly refer to Member as a Member of the company, including, without limitation, any verbal statements, written materials, or use of Member’s logo for purposes of, without limitation, marketing, pitchbooks, press interviews, promotional activities, fundraising activities, website marketing, and reference calls with prospective Members, clients of Human Capital (i.e., Employers), and employees.

6. NON-SOLICITATION.

   During the Term (defined below) and for a period of one (1) year thereafter, Member agrees that it will not, without Human Capital’s written consent, directly or indirectly employ, solicit, engage, accept, or retain the services of any current or former personnel of Human Capital. In the event Member breaches this provision, it shall be liable to Human Capital for an amount (that Member agree is not to be construed as punitive but compensatory in nature) equal to one hundred percent (100%) of the annual compensation of the relevant personnel in his or her new position, plus all actual and reasonable fees and expenses incurred by Human Capital in hiring replacement personnel including but not limited to recruiters’ fees and reasonable attorneys’ fees incident thereto. For the avoidance of doubt, this Section 6 shall apply to each parent, and subsidiary, and affiliate of Human Capital.

7. TERM AND TERMINATION

   1. Term. Unless terminated earlier pursuant to any of the Agreement’s express provisions, the term of this Agreement will commence on the Effective Date and will continue until the earlier of the date on which (i) Member is no longer seeking employment; and (ii) Human Capital deems appropriate (“Term”). Human Capital and Member may mutually agree on additional extension periods thereafter.
   2. Termination. Either Party may immediately terminate this Agreement by providing prior written notice of its intent to terminate. In the event of any termination: (a) all of Member’s rights under the Agreement will immediately terminate and Member will immediately cease any access or use of the Member Platform; and (b) Sections 4, 5, 6, 8, 9, 10.4, and 10.5 of this Agreement, together with any other provisions that by their nature are intended to survive, will continue to apply in accordance with their terms.
   3. Suspension, Limitation, or Termination. Human Capital may, in its sole discretion, immediately stop, suspend, or modify the Member Platform at any time without prior notice, in any circumstances Human Capital reasonably determine to be necessary, including but not limited: (i) if Member violates a material restriction or obligation in the Agreement; (ii) to perform essential repairs/maintenance to the Service; or (iii) if in Human Capital’s judgment, the Member Platform or any component thereof is about to suffer a material threat to security or functionality. Human Capital will use reasonable efforts to re-establish Member Platform promptly after Human Capital determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured. Human Capital may terminate Member Platform if any of the foregoing causes of suspension are not cured within 30 days after Human Capital’s initial notice thereof.

8. PRIVACY; DATA PROTECTION.

   Human Capital may collect, use, and share personally identifiable information and non-personally identifiable information as described in our Privacy Policy. Each Party shall comply with its obligations under applicable data protection regulations regarding its activities under this Agreement. Member (as data controller) is responsible for assessing data collection legitimacy, processing, and use of the protection of Employer’s rights. To the extent that Human Capital (as data processor) processes personal data disclosed by Member, Human Capital will act only on instructions from Member regarding processing of that personal data.

9. LIABILITY

   Member is solely responsible for determining whether and on which terms to choose certain Employers and for its employment decisions. Member assumes all risks arising from Member’s employment activities and decisions. Member releases and agrees to defend, indemnify, and hold Human Capital harmless from and against all third party claims asserted against Human Capital in connection with this Agreement and any judgment or liability imposed against Human Capital pursuant to such claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MEMBER PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND MEMBER HEREBY WAIVES, RELEASES, AND DISCLAIMS, ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE MEMBER PLATFORM OR RESULT INCLUDING ANY WARRANTY THAT THE MEMBER PLATFORM OR RESULT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY MATERIALS OR DATA PROVIDED BY MEMBER OR A THIRD PARTY WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, HUMAN CAPITAL AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (A) NEITHER PARTY WILL BE LIABLE (WHETHER IN CONTRACT OR IN TORT) UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL (INCLUDING LOST OPPORTUNITIES OR PROFITS), OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) THE AGGREGATE LIABILITY OF EACH PARTY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), WILL NOT EXCEED AN AMOUNT EQUAL TO US$1,000. THE ABOVE DISCLAIMERS AND LIMITATIONS OF LIABILITY SHALL NOT APPLY TO ANY DAMAGES ARISING FROM (I) EITHER PARTY’S BREACH OF ANY CONFIDENTIALITY TERMS SET FORTH HEREIN, (II) AMOUNTS OWED PURSUANT TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, (III) EITHER PARTY’S BREACH OF ANY INTELLECTUAL PROPERTY TERMS SET FORTH HEREIN, OR (IV) EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

10. MISCELLANEOUS

    1. Independent Contractor. This Agreement does not create any agency, partnership, or joint venture between the Parties. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a Party to this Agreement unless it expressly states that it does.
    2. Assignment. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the other Party’s prior written consent, provided that Human Capital may assign this Agreement to an affiliate under common control without the Member’s consent. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.
    3. Force Majeure. Neither Party will be liable for, or be considered to be in, breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond such Party’s reasonable control (including, without limitation, any act or failure to act by the other Party).
    4. Governing Law; Enforcement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law. In the event that Human Capital initiates litigation to enforce its rights under this Agreement and is the prevailing Party in such litigation, Human Capital shall be entitled to costs of suit and reasonable attorney fees incurred by it in connection with such litigation. Member acknowledge that monetary damages would not be an adequate remedy for any breach of Section 4 and that Human Capital may, in addition to all other remedies available at law or in equity, obtain immediate injunctive or other equitable relief, without the necessity of posting bond or other security, to remedy or prevent any breach or threatened breach of such section.
    5. Information. Member acknowledges and agrees that the HC Parties operate within a larger organizational structure and information learned from or about Member may be shared within the organization between the HC Parties, namely with TCM Group Holdings, LLC dba Human Capital Management, an affiliate investment management firm.
    6. Agreement Modification. Human Capital may revise this Agreement at any time without notice. By using the Member Interface, Member is agreeing to be bound by the then-current version of this Agreement. Continued use of the Member Interface following notice of such changes will indicate Member’s acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Member is responsible for providing Human Capital with its most current e-mail address. In the event that the last e-mail address that Member has provided Human Capital is not valid, or for any reason is not capable of delivering to Human Capital any related notice, its dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.
    7. Entire Agreement. This Agreement constitutes the complete and exclusive statement of all mutual understandings between the Parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. Any preprinted terms appearing in any other documents that differ from, are inconsistent with, or are in addition to the terms of this Agreement, shall be void. Section headings contained in this Agreement are inserted only for convenience of reference, and shall not be construed as a part of this Agreement or as altering or affecting in any way the meaning or interpretation of any term or provision hereof. If any provision or part of a provision of this Agreement is determined to be illegal, invalid, or unenforceable, the validity of the remaining provisions will not be affected and will be enforced to the fullest extent of applicable law. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. Each Party has reviewed this Agreement carefully and has had the opportunity to consult counsel; accordingly, the principle of construction that any ambiguities are to be resolved against the drafting Party will not be employed in the interpretation of this Agreement.
    8. Notices. Notices under this Agreement are sufficient if given in writing and in English to: (a) in the case of notices to Member, Member’s email or postal address set out in his or her member profile; and (b) in the case of notices to Human Capital, to ba@human.capital and aa@human.capital, or as otherwise notified to Member. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).