Terms of Use

TERMS OF USE

You agree you have read, understood and accepted all the terms of this agreement. Keep in mind that your use of this website or any of our related websites or pages or newsletters or other communication, or membership in the Association of Interim Executives, or functionality or search for purposes of finding, researching or locating executives, professional firms or sponsors will be deemed acceptance of this agreement, including any updates to these terms. This website and its related websites, pages, features and newsletters are the property of interimCEO, Inc. dba Association of Interim Executives (referred to collectively as “AIE”, the “Association”, “we”, “us” or “our”). This agreement may also refer to you as a “member” and your participation in AIE as your “membership”.

Your use of AIE is subject to this legal agreement between you and AIE. By accessing AIE or by viewing, downloading or otherwise using any webpage or feature available through AIE, any information provided as part of AIE or its newsletters or services (collectively the “Services”), or by clicking [“Join the Association of Interim Execs”] during the registration process, or by conducting any searches or research or reading/information seeking on our websites, you conclude a legally binding agreement with us based upon this Agreement and subject to occasional updates by AIE of this Agreement.

In the event you are accepted for membership and in the further event you ask AIE to source engagements for you which results in introductions to companies, your membership includes an obligation to not circumvent AIE in any engagement with any individual, company, corporate board, management team, venture capital or private equity fund, governmental entity, entrepreneur or other person or firm sourced by AIE, whether via website or introduction by virtue of your membership in the Association of Interim Execs. [If you do not wish to be bound by this obligation, you must notify us that you will not accept any engagement with a party who learns of you, or is introduced to you, by virtue of AIE’s website and services,]

Please read the entire agreement, and refer to these terms from time to time.

The Parts of Our Agreement

1. Your agreement with AIE will always include, at a minimum, the terms and conditions set out in this document (“Universal Terms”).

2. From time to time, you will be asked to read and agree to additional terms that may apply to the Services, and your agreement with the AIE will include these terms (“Additional Terms”).

3. Taken together, the Universal Terms and the Additional Terms form a legally binding agreement between you and the AIE (collectively they will be referred to as the “Terms of Use”).

4. If there is any contradiction between the Additional Terms and the Universal Terms, then the Additional Terms will take precedence only in relation to those Services to which the Additional Terms apply.

Your Use of AIE

1. You may access and use AIE if you have been accepted as a member of AIE or if you register for the institute. You may read introductory content through various media and sign up for an html newsletter without being a member or associate member or sponsor or searcher.

2. Access to AIE is determined at our sole discretion. If your account access is disabled (as part of a membership cancellation), you will be advised of this when attempting to access AIE, or by some other notice from us.

3. We reserve the right to restrict or deny access to some or all parts of AIE without notice.

4. You represent that you are over the age of 18 and have not been previously suspended or removed from AIE.

5. You represent that you have read and agree to our Privacy Policy including your agreement not to attempt to scrape or scrape or collect en masse any contact information on members. You represent that your sole purpose in using AIE for search is for the legitimate, targeted and focused need to find executive talent specific to a particular need or company and not for purposes of mass or indiscriminate emailing, marketing or database collection or other purpose not intended by AIE.

6. You agree to indemnify us and hold us harmless from any damages, losses and costs, including attorneys’ fees or other costs, related to third party claims, charges or investigations, caused by your failure to comply with this Terms of Use, including any violations of the Privacy Policy described below, or your submission of content that violates third party rights or applicable laws.

7. Your use of AIE is subject to export and re-export control laws and regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control.

Your Member Account and Password Security

1. To access AIE you must login using the password and username provided to you by the AIE. You may not use another person’s account.

2. You are responsible for maintaining the confidentiality of your password and username. Do not disclose this information to anyone.

3. You are responsible for all activities that occur under your account, whether undertaken by you or others. You agree to abide by our Ethics Policy, Member Agreement, Privacy Policy and Terms of Use agreement.

4. AIE is not liable for any damages resulting from any claim of action that may arise, directly or indirectly, as a result of someone other than you using your account, whether such use is with or without your knowledge and/or consent. You could be held liable for losses incurred by AIE due to someone other than you accessing and using your account.

5. You agree that a determination by the Association or AIE of a failure to uphold or maintain your member responsibilities and standards as described in this Terms of Use, or our Privacy Policy, Ethics Policy or Member Agreement may result in expulsion from the Association and AIE and you agree to comply with AIE decisions, notifications and communications. In the event of expulsion or suspension of membership or privileges no refund on fees or payments will be made.

6. You agree to notify AIE immediately of any unauthorized use of your account or any other breach of security. Contact us by e-mail at info@interimexecs.org .

Your Personal Information and Privacy

You agree to comply with the terms of our Privacy Policy (link here) and acknowledge that you have reviewed, and will periodically review updates to, our Privacy Policy.

Our Intellectual Property Rights

1. This website and related websites, webpages, newsletters and other content and media are the property of AIE, and all content or applications displayed or otherwise accessible through AIE, except for original content submitted by a member, associate member or sponsor, are owned by AIE and protected under applicable U.S. and foreign copyright, trademark and other intellectual property laws. All rights in photographic images, illustrations and video footage are reserved by us.

2. Unless you have been specifically permitted to do so in a separate written agreement with AIE, you agree that you will not reproduce, duplicate, copy, sell, trade, license, resell, or create any derivative works from AIE for any purpose.

3. Unless you have been specifically permitted to do so in a separate written agreement with AIE, nothing in the Terms of Use gives you a right to use any of AIE’s trademarks, service marks, logos, and any other distinctive brand features. AIE will provide a logo and link so that members may display the Association logo and a link to the member’s profile, to be used by the member on their website, blog, email signature, Twitter, Facebook, and LinkedIn profile.

4. You agree that you will not remove, obscure, or alter any notices (including copyright and trademark notices), which may be affixed to or contained within the Services.

5. AIE may contain information that is designated confidential by AIE, and you agree not to disclose this information without AIE’s prior written consent.

6. Any third-party trademarks are the property of their respective owners. The display of third party trademarks should not be taken to imply any relationship or license between AIE and the owner of the trademark(s), or to imply that AIE endorses the goods, services, or business of the owner of the trademark(s).

7. You agree that you will not use any trademark, service mark, trade name, or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such trademark(s).

AIE Content and Services

1. You are granted the right to access, view, use, link to, tweet, blog, and in some cases, download AIE content with proper attribution to AIE and/or member authors. You are granted this access and permission provided AIE content and services are used only as permitted.

2. In the case of applications, content or services made available for download and/or completion online, you will be granted a non-exclusive, non-transferable, revocable and limited license for “individual use”. Additional Terms may amend this license.

3. This “individual use” license does not grant you any rights or ownership in or to AIE, or in any intellectual property rights embodied in the Services.

4. “Individual Use” means: a) personal use; and b) your one-on-one use between you and your respective clients, media outlets, partners and alliances.

5. You may not assign or grant any sub-license in or to the Services or the rights embodied in them. You may not assign or grant a sub-license to access the Services.

Member Content

1. You should be aware that certain content may be protected by intellectual property rights which are owned by the members or others who submit, post or display that content. You may not modify, rent, lease, loan, sell, or create unattributed derivative works based on this content.

2. AIE reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all content. AIE may include hyperlinks to other web sites or content or resources. You agree that AIE is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from these web sites or resources.

3. You agree that you are solely responsible for any content that you submit, post or display, and for the consequences of your actions. You will not defame or harass any person or organization, and AIE has no responsibility to you or to any third party for your content and actions.

4. You retain rights you already hold in content that you submit, post or display on AIE. You agree that you are responsible for protecting and enforcing any rights you may have in the content you create, transmit or display, and AIE has no obligation to do so on your behalf. AIE reserves the right to remove any content at any time but has no obligation to do so.

5. Commentary and other materials posted by AIE or its members shall not constitute advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any member, or by anyone who may be informed of any of its contents.

6. If you submit content, ideas, concepts, data or other similar information, you must grant, and you actually grant by this Terms of Use Agreement, a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sub-licenseable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, and use and commercialize, in any way now known or in the future discovered, anything that you submit to us, without any further consent, notice or compensation to you or to any third parties. By submitting any information to us, you represent and warrant that such submission is accurate, is not confidential, and is not in violation of any contractual restrictions or other third party rights.

No Warranties

1. Because AIE believes in ongoing innovation, you agree that the form and nature of content and services may change from time to time without prior notice to you. AIE content or services may be changed, amended or deleted in whole or part and therefore, there is no express or implied obligation to continue any provisions, content or services.

2. Services or content or functionality are provided on an “as is”, “as available” basis without warranty, guaranty or condition of any kind. AIE, on behalf of itself, its affiliates, owners and third parties, disclaims all warranties, whether express, implied or statutory and you agree to these conditions.

3. AIE does not represent or warrant that content or services will be available or meet your requirements, that access will be uninterrupted, that there will be no delays, failures, that no viruses or other contaminating properties will be transmitted or that no damage will occur to your computer system.

4. In no event shall AIE be liable for any damages resulting from loss of use, data or profits arising out of or in connection with the use or performance of information available via AIE.

Changes to the Terms of Use

1. The AIE may make changes to the Terms of Use from time to time. When these changes are made, a new copy of the Terms of Use will be made available on this website.

2. You understand and agree that you will be deemed to have accepted the Terms of Use, including any updates made to the Terms of Use.

3. If you have any questions regarding this Agreement or your membership in AIE, please contact us at info@interimexecs.org or 847-849-2800

Applicable Law

1. You agree that you are solely responsible for any breach of your obligations under the Terms of Use and for the consequences of any breach.

2. If any part of this agreement is determined to be void, invalid or unenforceable, the remaining parts will not be affected and will remain in full force and effect.

3. The Terms of Use constitute the whole legal agreement between you and AIE and govern your use of services, excluding any services that AIE may provide to you under a separate written agreement.

4. You acknowledge and agree that AIE is a third party beneficiary to the Terms of Use and shall be entitled to directly enforce, and rely upon, any provision that confers a benefit on (or rights in favor of) it.

5. AIE services and this agreement will be governed by and construed in accordance with the laws of the U.S. applicable in the State of Illinois. By accessing or using AIE you expressly submit to the exclusive jurisdiction of the courts of the Northern District in the State of Illinois.

6. You agree that all AIE content, services, Terms of Service, Privacy Policy and all related documents be drawn up in English.

Limitation of Liability

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

MEMBERSHIP AND PLACEMENT FEES

Companies in need of interim help contact the Association and the Association may make referrals to members if and when appropriate. While a referral is not guaranteed, before any introductions are made members must first review and sign the Association’s member agreement confirming 1) the Association’s role in making the introduction, and 2) defining that in the event a match is made between company and member, and an assignment takes place, the Association will include a markup fee in addition to fees paid by the client company to the executive. In no event is a member bound or obligated to accept introductions, referrals or work introduced by the Association. If you have any questions about this, you can contact us at info@interimexecs.org or call 847-849-2800.

One of the Association’s goals is to provide a platform where entities and individuals in need of the expertise of established executives can find such candidates and a discussion can take place between the two parties. A successful engagement would demonstrate the goal’s achievement. We attempt to establish the best forum, but the Association is not a recruiting or placement agency and does not endorse, certify or validate the credentials of any of its members or the parties seeking their services. To that end, all members [and visitors to the AIE website] acknowledge that AIE:

●provides a forum for interim executives to post their credentials and for persons and entities, including companies, corporate boards, management teams, venture capital and private equity funds, government entities and others (collectively, “Companies”) to search for interim executives with particular areas of expertise who might be able to provide a beneficial or necessary service or role;

●is not responsible for any of the content generated or posted by its members, including the accuracy or completeness of any information contained in an online or offline profile, biography, statistic, article, blog post, tweet, status update, resume or CV;

●does not screen, or assume any responsibility for any information provided by any of the Companies, and members are solely responsible for ensuring that the terms of any engagement with the Companies satisfies the member’s criteria;

●is not responsible for any decisions made by members and the Companies with respect to the engagements of any members contacted through AIE.

●does not endorse any member or Company or guarantee that an engagement will occur or be successful.

Neither the Association of Interim Executives nor any of its affiliated companies, employees, shareholders, or directors shall be liable for (1) any damages in excess of $100 or (2) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of AIE or any of the content or other materials on, accessed through or downloaded from AIE even if we are aware or have been advised of the possibility of such damages.

Terms of Use Inquiries

We may update our Terms of Use from time to time. If the terms are revised in a material way, a notice will be posted on our website along with the updated Terms of Use.

If you have any questions or wish to raise any issues regarding our Terms of Use, please contact us at info@interimexecs.org or 847-849-2800.

ADVISORY SERVICES

The Association serves as a private advisor to Companies (“Companies” or “Clients”) to assist with locating, assessing, recommending and engaging interim executives, advisors, consultants and board members (collectively, “Interim Executives”).

The provisions contained in this Advisory Services section describe certain services and activities pertaining to our private advisory functions. Interested parties should review our current Interim Executive Services Agreement and Interim Executive Representation Agreement (collectively, the “Engagement Agreements”), copies of which can be obtained by contacting an Association representative at info(at)interimexecs.org or calling 847-849-2800. The Engagement Agreements, if executed, and this Terms of Use (collectively, the “Agreements”) contain the legally binding specific terms of our engagement.

Companies desiring to engage the Association to search for and identify Interim Executives, and introduce Interim Executives to a Company for engagement by the Company must comply with terms and conditions contained in the Agreements as amended from time to time as published by the Association and, with respect to the Engagement Agreements, as executed by the parties thereto.

Non-Circumvention. Company and its representatives shall not directly or indirectly contact any Interim Executive other than through the Association or otherwise circumvent the Association or the Agreements. Without limiting the foregoing, Company shall not directly or indirectly (i) contact, deal with, negotiate, or participate in any employment, consulting or other relationship with any Interim Executive or (ii) submit proposals to or solicit any Interim Executive identified or introduced by the Association other than through the Association and in accordance with the Agreements.

Statement of Work. If at any time, any Interim Executive agrees to hold an Interim Executive position with Company or provide consulting or any other services for Company, and Company agrees to engage the services of such Interim Executive for an Interim Executive position or to provide such services, Company shall immediately notify the Association. If not previously executed, the Company and Interim Executive will execute the applicable Engagement Agreement and abide by the terms thereof, including such terms that set forth a Statement of Work (“SOW”). The SOW will, among other material terms of the engagement, include a description of the services to be provided by such Interim Executive and the applicable billing rates and all other fees and compensation payable to such Interim Executive, whether payable in cash or otherwise (such as equity).

Fees and Payment. Billing Rates, Fees, Performance Incentives, Equity or Project Costs. Please see the applicable Engagement Agreement or contact our representative for more information.

Communication with Interim Executives. Other than an interview, Company shall not contact, directly or indirectly, any Interim Executive prior to the execution an Engagement Agreement without the Association’s written consent. In the event, notwithstanding the immediately prior sentence, Company so contacts any Interim Executive without the Association’s prior written consent, Company shall be deemed to have agreed to and ratified all the provisions of the Association’s Engagement Agreement, including any and all Billing Rates for such Interim Executives as determined by the Association.

Limitation of Association Liability. Notwithstanding anything contained in the Agreements, Company agrees that the Association’s liability shall be limited solely to the gross negligence or willful misconduct on the part of the Association that results in damages to Company’s property or business. In such case, the Association’s liability shall in no event exceed the fees paid to the Association under the related Engagement Agreements which have not yet been approved by Company to be paid to the applicable Interim Executive.

COMPANY AGREES THAT THE ASSOCIATION SHALL HAVE NO LIABILITY TO COMPANY UNDER THE AGREEMENTS FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Resolution of Disputes. ANY DISPUTE WHATSOEVER RELATING TO THE INTERPRETATION, VALIDITY OR PERFORMANCE OF THE AGREEMENTS WHICH CANNOT BE RESOLVED BY THE PARTIES SHALL, UPON 30 DAYS WRITTEN NOTICE BY EITHER PARTY, BE SETTLED UPON APPLICATION OF ANY SUCH PARTY BY ARBITRATION IN THE CITY OF CHICAGO, ILLINOIS, IN ACCORDANCE WITH THE RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION (AAA), AND JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATORS MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

The Agreements will be deemed made in Illinois and shall be governed by the laws of the State of Illinois. Each party irrevocably consents to the exclusive jurisdiction of the State of Illinois. To the extent any representative of the Association or any Interim Executive shall be required to participate in any arbitration, litigation or similar proceeding in connection with the Agreements, Company shall compensate such representative or Interim Executive for all time spent in connection with such proceeding at their then respective hourly rates.

Attorneys’ Fees, Costs and Expenses. In the event that the Association engages an attorney to enforce any of its rights under the Agreements (including collecting any amounts due), Company shall be liable to the Association for all attorneys’ fees, costs and other expenses incurred by the Association. This liability shall be in addition to any other remedy which may be available to the Association. Company shall be liable for all attorneys’ fees, costs and expenses regardless of whether a lawsuit is filed and regardless of whether a decision is rendered in any lawsuit which may be filed.

Updated: June 2015

© 2016 interimCEO, Inc. All Rights Reserved.