Qorums Application Terms of Service.

Qorums Terms of Service Agreement

Updated: November 1,2023

This website and service is offered by Qorums, Inc. (together with its subsidiaries and other affiliates, “Qorums”, “we”, “us”, “our”), which provide certain human resource, and information technology services and related services, including but not limited to, talent recruitment decision support,  talent selection decision support, decision making, business processes, human resource information management, and other services that may be added to Qorums’s website and service offerings from time to time (Qorums’s website, services, and any related software, mobile applications and other applications, are referred to collectively, herein as the “Qorums Services”). The specific Qorums Services you order will be set forth in ordering documents (including any online form) issued by Qorums specifying the Qorums Services to be provided hereunder (“Order Forms”). To be eligible to register for a Qorums account and use any Qorums Services, you must review and accept the terms of this Agreement by executing the applicable Order Form or Forms provided by us and/or checking on the “I Agree” button or other mechanism provided. Your authorization to access and use any Qorums Services is conditioned on your acceptance of and compliance with the terms of this Agreement.

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT OR USING ANY OF THE QORUMS SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS WITH QORUMS AND TO THE COLLECTION AND USE OF YOUR SERVICE INFORMATION AS SET FORTH IN THE QORUMS PRIVACY POLICY, WHICH CAN BE VIEWED HERE. (https://qorums.com/privacy-policy/)

Your account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and that you consent to do business electronically.

This Agreement applies to all Customers of the Qorums Services, including, as applicable, administrators or employees authorized to act on behalf of an entity or other organization with respect to the Qorums Services (collectively, “Customers”). If you are registering for a Qorums account or using the Qorums Services on behalf of an entity or other organization, references to “you” are to such entity or organization and you are agreeing to this Agreement for that entity or organization and representing to Qorums that you have the authority to bind that entity or organization to this Agreement (the term “Customer” will also refer to that entity or organization).

THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH REQUIRES, AMONG OTHER THINGS, THAT DISPUTES RELATING TO THIS AGREEMENT, YOUR ACCOUNT OR THE QORUMS SERVICES MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY.

  • Qorums Services.

1.1 Provision of Qorums Services; Core Services.

(a) Provision of Qorums Services. Qorums makes the Qorums Services available pursuant to this Agreement, and any applicable Order Form, the Qorums Privacy Policy, and/or any supplemental policies or terms referenced herein or which Qorums may present you for review and acceptance at the time you subscribe to the applicable Qorums Service (collectively, “Supplemental Terms”), all of which are hereby incorporated into and form a part of this Agreement. In the event of conflict between the provisions of this Agreement and any Supplemental Terms, the Supplemental Terms will control, and in the event of conflict between the provisions of the Qorums Privacy Policy.

(b) Core Services. Qorums may make certain Core Services available through its platform, including (i) sample documents and policies (“Templates”), and (ii) other workplace features, as may be developed by Qorums from time to time, such as an employee and/candidate directory. You acknowledge that Templates and other provided materials constitute “Qorums Content” and are incorporated into the Qorums Services. Qorums may expressly permit you to modify or edit certain Templates, which, once modified, become “Modified Content”. Qorums grants Customer a limited, revocable, non-sublicensable license to use, reproduce, copy, and distribute Qorums Content contained within the Modified Content, solely for Customer’s internal business purposes, subject to Customer’s compliance with the terms of this Agreement, including payment terms herein.

1.2 Additional Services. Qorums may make certain additional services available through its platform as may be developed from time to time. Any services resold through the Qorums platform will be subject to the terms of service of the third-party provider. Without limiting the terms of this Agreement, if you subscribe to one or more of the Additional Services governed by additional terms (each, “Additional Terms”) then you also agree to be bound by such Additional Terms.

1.3 No Professional Advice. You acknowledge that Qorums is not a lawyer, accountant, or other professional services provider, and accordingly, does not provide legal, financial, benefits, tax, IT, compliance, or other professional advice. Any information provided by the Qorums Services is intended for your general use only, including with respect to any Templates, instructions, examples or other information available within the platform, and does not constitute legal or professional advice. You understand that you are responsible for any actions taken based upon information received from Qorums, and where professional advice is needed, that you should seek independent professional advice from a person who is licensed or qualified in the applicable area.

1.4 Eligibility and Jurisdiction. The Qorums Services are only available for persons in those jurisdictions in which they may legally be sold. Nothing on the Qorums Services shall be considered a solicitation to buy or an offer to sell anything to any person in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful. The technology and software underlying the Service or distributed in connection therewith and the transmission of any applicable data, (the “Software”) is subject to United States export controls (the “Software”). No such Software or data may be downloaded from the Qorums Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using such Software or data is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Qorums Services, including as it concerns online conduct and acceptable content.

1.5 User Limitations. The Qorums Services may only be accessed and used by individual employees or contractors at a company (“Users”) who are at least thirteen (13) years of age and otherwise not barred from using the Services under applicable law. You are responsible for ensuring that any user that you allow to access the Qorums Services is authorized to do so by law, and that such individual’s use of the Qorums Services complies with all wage and hour laws, employment laws, and any other applicable laws and regulations.

1.6 Mobile Services. The Qorums Services include certain services that are available via a mobile device, including (i) the ability to upload content to the Qorums Services, (ii) the ability to browse the Qorums Services and other Qorums websites, and (iii) the ability to access certain features (collectively, the “Mobile Services”). To the extent you access the Qorums Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Customer and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Customer account information to ensure that your messages are not sent to the person that acquires your old number.

  • Customer Responsibilities.

2.1 Consent to Electronic Delivery.

(a) Electronic Delivery. You agree that Qorums may electronically deliver Service-related documents and/or disclosures to you, which may include sensitive information. You also authorize Qorums to receive such Service-related documents and/or disclosure electronically on your behalf, and agree to be notified of such notices electronically. Qorums may provide electronic delivery via email to the email address provided by you in the Qorums platform or by reference to a location on the Qorums platform to which you have access. If you are using the Qorums Services on behalf of a Customer and/or its employees and contractors, you represent that you have affirmative consent from your employees and/or contractors of such company to receive electronic disclosures from Qorums through the Qorums Services.

(b) Withdrawing Consent. As a Customer, you acknowledge that Qorums relies on electronic communications as a core component of its services; accordingly, if you are using the Qorums Services on behalf of a Customer and/or its employees and contractors and withdraw electronic consent for such Customer and/or its employees and contractors, Qorums may no longer be able to provide the Qorums Services to you, and may terminate Customer’s use of the Qorums Services in whole or in part..

2.2 Accuracy of Customer Information. All Qorums Services will be based upon information provided to Qorums by you or third party services from which you may elect to import your information (including, but limited to resumes, candidate information, candidate history, third party information such as Linkedin.com, etc.) (“User Representations”). You must review all User Representations and ensure such information is accurate, complete, and timely. You acknowledge that Qorums is entitled to rely conclusively on all User Representations and that Qorums does not have any obligation to verify, correct, or otherwise ensure the accuracy or quality of the User Representations. You further acknowledge that Qorums bears no responsibility for and shall not have any liability for errors, omissions, penalties, fines, missed payments, judgments, incorrect coverage, or any other losses incurred that result from inaccurate, incomplete, or untimely User Representations.

2.3 User Data. With respect to any information which you provide through the Qorums Services and that Qorums hosts (collectively, the “User Data”), including Account Information and Materials (each as defined herein), you represent and warrant that you have the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the User Data in connection with your use of the Qorums Services. Without limiting the foregoing, in the event that you request that Qorums provide any User Data (including candidate, employee and/or contractor information) to any third party or to any non-U.S. Customer location, you represent that you have acquired any consents or provided any notices required to transfer such content or information and that such transfer does not violate any applicable laws. By providing any User Data to Qorums, you hereby grant and will grant Qorums and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Data to perform the Qorums Services, including as set forth in this Agreement, the Qorums’s Privacy Policy. You acknowledge and agree that Qorums may preserve User Data and may also disclose User Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Qorums, its users and the public. You understand that the technical processing and transmission of the Qorums Services, including User Data, may involve (v) transmissions over various networks; and (vi) changes to conform and adapt to technical requirements of connecting networks or devices.

2.4 Account Administration; Authorizations.

(a) Accounts. To use the Qorums Services, you must create an account (an “Account”) by providing your email address (“Account Email”) and a master password (the “Master Password” and, together with the Account Email, the “Credentials”). You are responsible for the security of your Account, and agree to keep your Credentials secure. You understand that your Account is solely for your use, and you will not share your Account or Credentials with anyone. You are fully responsible for all activities on the Qorums Services associated with your Account. As a Customer, you are fully responsible for all activities of your employees and contractors on the Qorums Services associated with their User Accounts.

(b) Account Administration. Customer will designate and authorize either itself and/or one or more individuals with authority to (i) act on Customer’s behalf, (ii) provide information on Customer’s behalf, and (iii) bind Customer and/or Customer’s business with respect to the Qorums Services (each such individual, an “Account Administrator”). Customer is solely responsible for all actions taken under any account to which Customer has access. Any actions taken under such accounts will be deemed authorized by Customer, regardless of Customer’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (iv) actions taken by Customer, an Account Administrator, or an authorized representative of Customer (an “Authorized Representative”), and (v) actions that Customer, an Account Administrator, or an Authorized Representative (or anyone that Qorums reasonably believes to be Customer, an Account Administrator, or an Authorized Representative) directs or instructs Qorums to take on its behalf.

(c) Account Information. In order to access or use certain aspects of the Qorums Services, you will need to provide access to information maintained by certain third party institutions, such as online information providers with which you have a customer relationship, manage accounts or engage in transactions and the various applications and services for which you use Qorums’s access and password management services. Further, in order for Qorums to provide those aspects of the Qorums Services, you must provide all relevant information, signatures, data, passwords, usernames, PINs and other necessary information, materials and content (“Account Information”). You retain all right, title and interest in and to your Account Information, and represent and warrant that the Account Information provided is accurate and complete and may be provided to Qorums without any obligations on Qorums to verify the accuracy or completeness of such Account Information. You are responsible for the consequences of any instructions provided that Qorums follows, and Qorums has no liability or responsibility for any inability to use the Qorums Services due to such inaccuracy or incompleteness of Account Information.

(d) Account Security. Customer is solely responsible for (i) following instructions that Qorums provides to Customer with respect to the Qorums Services, and (ii) maintaining applicable accounts with providers of Third Party Products and services (as defined above) utilized by Customer. Customer will adequately secure and keep confidential any Customer passwords or credentials, and any information accessible via its account. Customer accepts all risks of unauthorized use of its Account arising from Customer’s failure to implement security safeguards or otherwise maintain the confidentiality of its passwords or credentials and hereby releases, indemnifies, defends and holds harmless from any liability in connection with any such unauthorized access. If Customer believes or suspects that its account, passwords or credentials have been accessed or compromised, Customer must immediately notify Qorums. Qorums reserves the right to prevent access to the Qorums Services if Qorums has reason to believe that any such accounts, passwords or credentials have been compromised.

(e) Communications and Notifications. Customer is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) made available to Customer by Qorums for Customer’s review, and Customer must notify Qorums of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Qorums. 

(f) Authorizations. Customer agrees that, to the fullest extent permitted by law, the provision of account login or identity verification credentials to Qorums by or on behalf of Customer, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Qorums Services, whether by clicking the applicable action button, providing a verbal instruction or otherwise, will have the same effect as providing a written signature authorizing the applicable action.

2.6 Prohibited Activities. Any authorization to access or use the Qorums Services extends only to the Qorums Services for which Customer has subscribed and remains in good standing, and for which User conduct is in conformance with these terms and any applicable Additional Terms. You will not (nor will you permit any third party to):

(a). reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive the source code underlying the Qorums Services;

transfer, resell, lease, license, or assign Qorums Services or otherwise offer the Qorums Services on a standalone basis, or permit any third party to access the Qorums Services, without express permission from Qorums;

(b). use or access the Qorums Services to build a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Qorums Services;

share your Qorums username and password with any other person, or allow any other person to use your Qorums username and password to access the Qorums Services;

develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Qorums Services or otherwise copy profiles and other data from the Qorums Services in order to enable, use, or build a similar or competitive product or service;

tamper with the security of Qorums’s systems or tamper with other customer accounts of Qorums;

(c). attempt to probe, scan or test the vulnerability of any Qorums systems or to breach the security or authentication measures of Qorums’s systems;

use or launch any automated system, including “robots,” “spiders,” or “offline readers,” that sends more requests to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser;

use the Qorums Services in any manner that damages, disables, overburdens, or impairs any of our websites, servers, or otherwise interferes with any other party’s use of the Qorums Services;

access the Qorums Services other than through our interface;

engage in harassing or other inappropriate behavior with respect to any Qorums employee or any other Customer using the Qorums Services;

use the Qorums Services for any fraudulent activity or purpose; or

use the Qorums Services in violation of any applicable law, for illegal activities, or for activities outside the scope expressly permitted hereunder.

For the avoidance of doubt, Qorums welcomes and encourages the responsible disclosure of security vulnerabilities through its Vulnerability Reporting program, with more details available by emailing support@qorums.com. Legitimate notification of any Qorums’s Vulnerability is not a violation of the security-related prohibitions of this Section.

2.7 Compliance with Laws; Digital Millennium Copyright Act.

(a) Compliance with Laws. You will be solely responsible for compliance with any and all applicable laws, rules and regulations affecting your business, and any use you may make of the Qorums Services to assist you in complying with any such laws, rules or regulations. In addition, Customer is responsible for ensuring that its employees and contractors comply with applicable laws while using the Qorums Services, including the intellectual property and third-party rights of others.

(b) Digital Millennium Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated under the Digital Millennium Copyright Act (“DMCA”), you should notify support@qorums.com of your infringement claim, which shall include: (a) the subject line of “DMCA Takedown Request”; (b) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (c) a description of the copyrighted work or other intellectual property that you claim has been infringed; (d) a description of where the material that you claim is infringing is located on the Qorums Service, with enough detail that we may find it on the Qorums Service; (e) your address, telephone number, and email address; (f) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and (g) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. In accordance with the DMCA and other applicable law, Qorums has adopted a policy of terminating, in appropriate circumstances and at Qorums’s sole discretion, Users who are deemed to be repeat infringers. Qorums may also at its sole discretion limit access to the Qorums Service and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

  • Term and Termination.

3.1 Term. The term of this Agreement will commence on the date you first execute an Order Form or, if earlier, begin using any Qorums Service, and will continue until terminated as provided in this Agreement (the “Term”). With respect to any Qorums Services provided under an Order Form, the subscription term for such Qorums Services will be as specified in the applicable Order Form (with respect to the applicable Qorums Services, the “Initial Subscription Term”), and will automatically renew for additional periods equal to the shorter of the same duration as the Initial Subscription Term (collectively, the “Subscription Term”) unless, in the case of a (12) month Subscription Term, Customer must notify Qorums by sending an email to support@qorums.com of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Qorums may change the Qorums Services, stop providing the Qorums Services or features of it or create usage limits for the Qorums Services for all of our Users generally; provided that we will notify you of any material change at least fifteen (15) days prior to the implementation of the change unless the changes are being made for legal reasons in which case we will notify you within a reasonable time period. If Qorums discontinues a Qorums Service in its entirety, you will not be obligated to pay for the discontinued service after the date Qorums ceases to offer such service.

3.2 Termination. Qorums may immediately terminate your access to the Qorums Services and this Agreement without liability to Customer for any actual or suspected violation of any provision of this Agreement and failure to cure within thirty (30) days following written notice thereof. You may deactivate your Qorums Services account at any time by using the tools provided in the Qorums Service, however (i) such action will not be deemed a termination of the Agreement or any associated payment obligations; (ii) the terms of this Agreement shall continue to apply until the end of the then-current Subscription Term, and to any use of the Qorums Services whether during or after the Subscription Term; (iii) you will remain obligated to pay any outstanding fees to Qorums pursuant to the terms of Section 4.1 and your Order Form; and (iv) Qorums may accelerate your unpaid payments or fees so that all such payment obligations become immediately due and payable. Customer may immediately terminate this Agreement if Qorums is in material breach of any material term contained in this Agreement and fails to cure such breach within thirty (30) days following written notice thereof. Either party may immediately terminate this Agreement if the other party ceases business operations, generally stops paying its debts, becomes insolvent, or becomes the subject of a petition in bankruptcy, receivership, liquidation, or assignment for the benefit of creditors. Upon any termination, the parties will continue to be bound by any terms of this Agreement that by their nature extend beyond termination. All Customer Data will be retained for 90 days from termination and may be deleted after that time if the Customer account is not restored. AT OUR DISCRETION,  ALL CUSTOMER DATA MAY BE RETAINED FOR 90 DAYS FROM TERMINATION AND MAY THEN BE DELETED IF THE CUSTOMER ACCOUNT IS NOT RESTORED. 

3.3 Suspension. 

Without limiting our other rights or remedies, Qorums may temporarily suspend your access to any portion of the Qorums Services, including access to any leased equipment, without prior notice if (a) Qorums reasonably determines that (i) there is a threat or attack on the Qorums Services or other event that may create a risk to the Qorums Services, you or any other customer or User of Qorums; (ii) your use of the Qorums Services disrupts or poses a security risk to the Qorums Services or any other Qorums customer; or (iii) you are in breach of Section 2.6 (Prohibited Activities) or Section 2.7 (Compliance with Laws; DMCA) or (b) Qorums has notified you that any amount owed by you under this Agreement is fifteen (15) or more days overdue, and you have failed to submit payment in full within five (5) days of receipt of such notice (collectively, “Service Suspensions”). We will provide notice of any Service Suspension following the commencement of the Service Suspension and provide updates regarding resumption of Qorums Services following any Service Suspension. Qorums will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension. AT OUR DISCRETION,  ALL CUSTOMER DATA MAY BE RETAINED FOR 90 DAYS FROM TERMINATION AND MAY THEN BE DELETED IF THE CUSTOMER ACCOUNT IS NOT RESTORED.

  • Service Fees and Charges.

4.1 Fees. Customer agrees to pay the fees for the Qorums Services in accordance with the applicable Order Form, and authorizes Qorums to conduct automatic debits of Customer’s designated bank account for such fees as they become payable. Subscription fees are payable at the start of each Subscription Term (including any renewal terms), and Qorums will debit fees, and any applicable charges, from Customer’s designated bank account. Customer commits to a minimum number of Users and associated fees for each Subscription Term, as stated in the applicable Order Form. The number of Users cannot be decreased during the Subscription Term, however other than your Qorums Client Administrator account, Customer may reallocate any unused User seats to other Employees. Customer agrees to pay all associated User Fees for the remainder of the Subscription Term for any Users added above the minimum Users in the applicable Order Form. Unless otherwise stated in the applicable Additional Terms or Order Form, additional User fees are based on the calendar month in which a User is enrolled or added to any Service, regardless of whether the User is only enrolled in the Services for a portion of such month, and will be prorated by month, where applicable, against the Subscription Term. Notwithstanding the foregoing, Qorums may invoice Customer for any applicable, outstanding fees, and Customer shall pay such invoice within fifteen (15) days of receipt thereof. Interest shall accrue on past due amounts at the rate of one and one half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Qorums.

4.2 Initial Billing Cycle. The Qorums Subscription Term starts on the first of the month. Accounts created mid-month are prorated and billed for the remainder of that month.

4.3 Chargebacks and Refunds. Credit card chargebacks and refunds will require a service fee of 5% on the total sum of the chargeback or refund to cover third party processing costs. 

4.4 Automatic Debits. When Customer subscribes to a paid Service that is part of the Qorums Services, Customer authorizes Qorums and its designated payment processors to store Customer’s designated bank account information and other related information. Customer authorizes Qorums to automatically debit all applicable charges for such paid Service from Customer’s designated payment account, including via ACH debit for bank accounts on the date such charges become due. This authorization to initiate ACH debit transactions will remain in full force and effect until Qorums has received written notice from Customer by email at notices@qorums.com at least thirty days (30) in advance of the date the applicable charges for the paid Service become due. Because these are electronic transactions, these funds may be withdrawn from the Customer’s designated bank account immediately. In the case of an ACH debit transaction that is rejected for insufficient funds, Customer understands that Qorums may at its discretion attempt to process the debit in the amount of the applicable paid Service again within thirty (30) days and Qorums may separately impose a fee of $25 for each transaction returned for insufficient funds, as permitted by applicable law. You certify that you are an authorized user of Customer’s bank account and Customer will not dispute these scheduled transactions with such bank so long as the transactions correspond to this Agreement, an applicable Order Form, and/or any other applicable agreement for such paid Service. Customer agrees to follow rules promulgated by the National Automated Clearing House Association (NACHA), which govern ACH transactions.

4.5 Fee Disputes. Customer must notify Qorums in writing if Customer disputes any portion of any fees paid or payable by Customer under this Agreement or any Order Form. Customer must provide written notice to Qorums within thirty (30) days of the applicable charge and Qorums will work together with Customer to resolve the applicable dispute promptly. If Customer does not provide Qorums with written notice of Customer’s fee dispute within this 30 day period, Customer will not be entitled to dispute any fees paid or payable by Customer.

4.6 Taxes. All amounts and fees stated or referred to in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). Customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Qorums’s net income.

  • Proprietary Rights and Confidentiality.

5.1 Qorums’s Ownership Rights. As between the parties, all right, title, and interest in and to the Qorums Services, including Qorums Content, shall remain vested in Qorums. Except for the express rights granted hereunder, Qorums also reserves all rights, title and interests in and to the Qorums Services and Qorums’s Confidential Information.

5.2 Feedback. Customer or Users may from time to time provide Qorums suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Qorums Services. Qorums will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Qorums will have the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

5.3 User Data. All right, title, and interest in and to the User Data, including the Account Information and Materials, you provide will remain vested in you.

5.4 Confidentiality. “Confidential Information” means any information or data disclosed by either party that should be reasonably understood to be confidential in light of the nature of the information. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Each party will protect any Confidential Information of the other party which it may receive or otherwise be exposed to in the course of exercising its rights or performing its obligations hereunder. Each party will use the same care to protect the other party’s Confidential Information as it would use to protect its own similar information, but in no event less than reasonable care. Each party will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement, and as otherwise set forth in Qorums’s Privacy Policy. Neither party will disclose any Confidential Information of the other party to any third party without the prior written consent of the disclosing party, other than furnishing such Confidential Information (e) to its employees and consultants who are required to have access to the Confidential Information in connection with the exercise of receiving party’s rights or performance of its obligations under this Agreement, (f) to its professional advisers (e.g., lawyers and accountants), and (g) as otherwise set forth in Qorums’s Privacy Policy, provided, however, that any and all such employees, consultants and advisers are bound by agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in a manner that is consistent with the terms and conditions of this Section.

5.5 Data Security and Data Processing; Privacy.

(a) Data Security. Qorums does not hold sensitive User Data such as salary information, social security numbers, or tax information. Qorums may hold candidate historical information, home address, and contact information which the candidate has provided, and is considered public information by Qorums. However, Qorums will implement and maintain commercially reasonable and industry standard administrative, physical, organizational and technical safeguards designed to prevent unauthorized use, access, processing, destruction, loss, alteration or disclosure of any User Data, which you provide through the Qorums Services and that Qorums hosts. Such safeguards will include, at minimum, an industry standard information security program to safeguard such User Data as well as procedures to help ensure that only those with a “need to know” have access to such User Data. Qorums will take commercially reasonable measures to investigate, contain and mitigate any incident that has or potentially has compromised the security, confidentiality or integrity of any User Data. Qorums will promptly notify Customer upon becoming aware of an incident that has or potentially has compromised the security, confidentiality or integrity of such User Data. Qorums will comply with all notification obligations that may be required by applicable state and federal laws and regulations. Qorums further reserves the right to protect its network and services from external threats, including by restricting network access from various hosting providers, traffic proxies, and locations where Qorums does not conduct business.

(b) Data Privacy. Qorums may collect, use, and disclose User’s personal information pursuant to the Qorums Privacy Policy which may be updated from time to time. The Qorums Privacy Policy describes how Qorums collects, uses, and discloses personal information from Users. Notwithstanding the foregoing, Qorums may monitor your use of the Qorums Services and use User Data in an aggregate and de-identified manner, including compiling statistical and performance information related to the provision and operation of the Qorums Services, and may make such information publicly available, provided that such information does not incorporate specific User Data and/or identify you. Qorums retains all intellectual property rights in such aggregated and de-identified information.

  • Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE QORUMS SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. QORUMS HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE QORUMS SERVICES. WITHOUT LIMITING THE FOREGOING, QORUMS DOES NOT WARRANT THAT THE QORUMS SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM QORUMS OR THROUGH THE Qorums SERVICES WILL CREATE ANY WARRANTY. QORUMS DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCT. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.

  1. Indemnification.

7.1 Indemnification by You. Customer will defend Qorums and affiliates (collectively, the “Qorums Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its authorized users’ violation of the Agreement or the User Terms (a “Claim Against Us”), and will indemnify the Qorums Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Qorums Indemnified Party in connection with or as a result of, and for amounts paid by a Qorums Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the Qorums Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.

7.2 Indemnification by Qorums. Qorums agrees to indemnify, defend and hold you harmless against any Claim arising out of allegations by a third party that the Qorums Services or any portion thereof infringe(s) or otherwise violate(s) such third party’s U.S. intellectual property rights. In order to receive the benefit of the foregoing indemnity, you must give Qorums prompt written notice of the Claim, sole control to defend and settle such Claim and all reasonable cooperation, at Qorums’ expense, in Qorums’ defense and settlement of the Claim. If a claim under the foregoing clause (a) is made or likely to be made, Qorums may: (i) procure a license to allow you to continue using the allegedly infringing component(s) of the Qorums Services, (ii) modify the infringing component(s) to make them non-infringing, or (b) if (i) and (ii) are not reasonably available, terminate your right to use the infringing component(s) effective immediately.

  • Limitation of Liability.

YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 8 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF QORUMS WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. QORUMS HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE QORUMS SERVICES PROVIDED FOR IN THIS AGREEMENT.

EXCEPT WITH RESPECT TO QORUMS’S IP INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES SHALL QORUMS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE QORUMS SERVICES OR ANY FAILURE OR DELAY IN DELIVERING THE QORUMS SERVICES, EVEN IF QORUMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. QORUMS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR DIRECT DAMAGES, IN THE AGGREGATE, EXCEEDING THE AMOUNT YOU PAID TO QORUMS HEREUNDER IN THE EIGHTEEN (18) MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO THE LIABILITY. THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF QORUMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

  • Miscellaneous.

9.1 Assignment; Delegation. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Qorums, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted transfer or assignment in violation hereof shall be null and void. Qorums, in its sole discretion, may use vendors or contractors to help provide the Qorums Services to you, and may change our use of vendors or contractors without notice to you. Qorums will remain responsible for the acts and omissions of such vendors and/or contractors.

9.2 Governing Law. This Agreement will be governed by the laws of the State of New York, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Subject to the agreement to arbitrate below, all disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of New York, USA, and the parties hereby consent to the personal jurisdiction of these courts.

9.3 Notices. Qorums may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, text message (e.g. SMS or MMS), mail, written or hard copy notice, or through posting of such notice on the Qorums Services, as determined by Qorums in its sole discretion. Qorums reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as provided in the Qorums Services. Qorums is not responsible for any automatic filtering you or your network provider may apply to email notifications Qorums sends to the email address you provide. Qorums may, in its sole discretion, modify or update this Agreement from time to time, so you should review this page periodically. When Qorums materially changes this Agreement, Qorums will update the ‘Last Updated’ date at the top of this page and notify you that material changes have been made to this Agreement. Any such changes will become effective no earlier than thirty (30) days after they are posted, except that changes addressing new functions of the Qorums Services or changes made for legal reasons will be effective immediately. Your continued use of the Qorums Services after the date any such change becomes effective constitutes your acceptance of this Agreement, as updated. If you do not agree to any of these terms or any future terms, you may not use or access the Qorums Services. Notices to Qorums shall be made to the attention of the “Legal Department” and sent via email to support@qorums.com.

9.4 Waiver. No waiver of any rights will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

9.5 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

9.6 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

9.7 Force Majeure. Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared) or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

9.8 Entire Agreement. This Agreement (including all Order Forms, the Qorums Privacy Policy, and any supplemental policies or terms referenced herein or which Qorums may present you for review and acceptance at the time you subscribe to the applicable Qorums Service) comprises the entire agreement between you and Qorums with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements. No oral or written information or advice given by Qorums, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

9.9 Interpretation. For purposes hereof, “including” means “including without limitation.”

9.10 Marketing. Customer agrees that Qorums may use Customer name and logo on our website and in other promotional marketing materials, unless Customer opts out of such usage by sending an email to support@qorums.com. Notwithstanding the foregoing, 

  • Agreement to Arbitrate and Class Action Waiver

10.1 First Try Customer Support. If you have any issues with Qorums Services, Qorums, or any issue covered by this Agreement, you must try to resolve the issue first through Qorums Support.

If you are not able to resolve the issue through Qorums customer support within sixty (60) days, you may pursue the dispute resolution procedures detailed in the remainder of Section 10.

10.2 Agreement to Arbitrate. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF OR ACCESS TO THE QORUMS SERVICES, QORUMS SOFTWARE, OR ANY PRODUCT OR SERVICE INTEGRATED WITH THE QORUMS SERVICES, AS WELL AS ANY DISPUTE OR CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT (INCLUDING UNDER QORUM’S PRIVACY POLICY, AND ANY APPLICABLE ADDITIONAL TERMS), SHALL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, RATHER THAN IN COURT. THE TERMS IN THIS SECTION ARE REFERRED TO AS THE “ARBITRATION AGREEMENT.” THIS ARBITRATION AGREEMENT APPLIES TO ALL SUCH CLAIMS, BROUGHT UNDER ANY LEGAL THEORY, UNLESS THE CLAIM FITS IN ONE OF THE EXCEPTIONS IDENTIFIED IN SECTION 10.3.

This arbitration agreement is governed by the Federal Arbitration Act (FAA), including its procedural provisions, in respects. This means that the FAA governs, among other things, the interpretation and enforcement of this arbitration agreement and all of its provisions, including, without limitation, the class action waiver discussed below. State arbitration laws do not govern in any respect.

This arbitration agreement is intended to be broadly interpreted and will survive termination of this Agreement, which means (among other things) that this arbitration agreement applies even after you have stopped using your Qorums account or have deleted it. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to the extent permitted by law to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this agreement is void or voidable. If the parties have a dispute about whether this arbitration agreement can be enforced, whether this arbitration agreement applies to a dispute, or any other dispute about the meaning or scope of this arbitration agreement, the parties agree that the arbitrator shall have exclusive authority to resolve the dispute.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow this Agreement as a court would. For the avoidance of doubt, the arbitrator can award public injunctive relief.

In the event this arbitration agreement is for any reason held to be unenforceable or inapplicable to a claim, any litigation against Qorums (except for the intellectual property and small claims actions described in Section 10.3 below) may be commenced only in a federal or state court located within New York, and both parties consent to the jurisdiction of those courts for such purposes.

10.3 Exceptions to Agreement to Arbitrate. You and Qorums agree that the agreement to arbitrate will not apply to any disputes relating to your or Qorums’s intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents) and that such disputes may be brought in any court that has jurisdiction over such claims. Also, either party can bring a claim in small claims court in San Francisco, California (or small claims court in another place if both parties agree in writing), if it qualifies to be brought in that court.

10.4 Details of Arbitration Procedure.

(a) Informal Resolution. You and Qorums agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. Prior to demanding or filing any arbitration, you and Qorums agree to personally meet and confer, in person or by videoconference, in a good-faith effort to resolve informally any claim covered by this arbitration agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Qorums that you intend to initiate an informal dispute resolution conference, email support@qorums.com with the subject “INFORMAL DISPUTE RESOLUTION REQUEST” and provide your name, the telephone number associated with your Qorums account, the email address associated with your email account, and a description of your claim. In the interval between the party receiving such a notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process described in this paragraph.

(b) If the informal dispute resolution process does not result in a resolution of the dispute within 60 days after the conference is held, either party may initiate an arbitration proceeding under the rules of the AAA. AAA’s rules and procedures are available on their website available at http://www.adr.org or Customer can call them at 1-800-778-7879. The arbitration will be governed by the then-current version of AAA’s Commercial Arbitration Rules (the “AAA Rules”) and will be held before a single arbitrator appointed in accordance with the AAA Rules. To the extent anything described in this agreement to arbitrate conflicts with the AAA Rules, the language of this agreement to arbitrate applies. Any arbitration will be conducted in San Francisco, California, or in another location that both parties agree to in writing.

(c) Discovery. Each party will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and each party may take one (1) deposition. All such discovery will be in accordance with procedures approved by the arbitrator. This agreement to arbitrate does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party.

(d) Arbitration Award. The arbitrator’s award will be based on the evidence admitted and the substantive law of the State of New York and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such award. The arbitrator will not be entitled to modify this Agreement, and may not award any relief that is inconsistent with this Agreement. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees.

(e) Final and Binding. Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.

10.5 Class Action Waiver. You and Qorums agree that any claims or controversies between the parties must be brought against each other on an individual basis only, and not in a class, consolidated, or representative action. That means neither you nor Qorums can bring such a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine or consolidate more than one person’s or one entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless all parties agree otherwise in writing). Further, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other entities or Qorums customers, and cannot be used to decide other disputes with other customers. YOU AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL, YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-WIDE OR REPRESENTATIVE ARBITRATION, AND YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT (INCLUDING FOR ANY CLAIM THAT IS DETERMINED NOT TO BE SUBJECT TO ARBITRATION UNDER THESE TERMS). If a court decides that this class action waiver is not enforceable or valid, then the entire agreement to arbitrate will be null and void, but the rest of this Agreement will still apply.