IMPORTANT: PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY AS YOUR USE OF THE SITES CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND YOUR AGREEMENT TO ABIDE BY THEM. Please do not use the Sites if you do not agree with these Terms.

These Terms of Use (“Terms”) apply to your use of the website www.talentinnovation.org, and all other websites (the “Sites”) owned and operated by Coqual/Center for Talent Innovation (“Coqual/CTI,” “we,” “us” or “our”). These Terms explain a contractual agreement between you and Coqual/CTI regarding your use of the Sites.

PLEASE NOTE THE ARBITRATION PROVISION SET FORTH BELOW, WHICH MAY, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, REQUIRE YOU TO ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST Coqual/CTI ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.

CHANGES TO THESE TERMS

Coqual/CTI reserves the right at its sole discretion to update, modify, and revise these Terms at any time. Any such changes to these Terms will be effective immediately upon posting, and your continued use of the Site following such changes constitutes your acceptance of the changed Terms and your agreement to be bound by them. When Coqual/CTI makes material changes to these Terms, Coqual/CTI will provide notice by updating the Effective Date above and by notifying you via email at the email address we have on file for you.

YOUR PRIVACY

Your personal privacy is very important to Coqual/CTI. By using the Site, you also accept and agree to Coqual/CTI’s Privacy Policy. If you have not already reviewed it, please
read Coqual/CTI’s Privacy Policy at this link.

USE OF Coqual/CTI CONTENT AND LIMITED LICENSE

The Sites contains materials, including written materials, third-party information, software, source and/or object code, data, images, video, music, sounds, layout, look, appearance, trademarks, information and other Coqual/CTI content (collectively “Coqual/CTI Content”), which is derived in whole or in part from material supplied by Coqual/CTI and other sources, and is protected by international copyright, trademark, patent, privacy, publicity, communications, and other laws, rules and regulations. Unauthorized use of the Coqual/CTI Content may violate these laws and/or applicable communications regulations and statutes, and is strictly prohibited. You must preserve all copyright, trademark, service mark and other proprietary notices contained in the original Coqual/CTI Content on any authorized copy you make of the Coqual/CTI Content.

You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way any Coqual/CTI Content without Coqual/CTI’s prior permission. You may print or download one

copy only of Coqual/CTI Content from the Sites for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices.

The following trademarks and service marks are owned by and registered to S.A. Hewlett and Coqual/CTI:
CENTER FOR TALENT INNOVATION (logo), ACQUIRED DIVERSITY, INSIGHTS IN DEPTH, BOOKEND GENERATIONS, EXTREME JOBS, OFF-RAMPS AND ON-RAMPS and TASK FORCE FOR TALENT INNOVATION (logo).

USER CONDUCT

You may use the Sites and the Coqual/CTI Content offered on the Sites only for personal, non- commercial purposes. You may use Coqual/CTI Content offered for downloading (if any) for personal use only and subject to the rules that accompany that particular Coqual/CTI Content. You may not use any Coqual/CTI Content in a manner that exceeds the rights granted for your use of the Coqual/CTI Content. You may not use any data-mining software, robots, or similar data gathering and extraction tools on the Coqual/CTI Content, frame any portion of the Sites or the Coqual/CTI Content, or reproduce, reprint, copy, store, publicly display, broadcast, transmit, modify, translate, port, publish, sublicense, assign, transfer, sell, loan, or otherwise distribute the Coqual/CTI Content without prior written consent from Coqual/CTI. You may not circumvent any mechanisms included in the Coqual/CTI Content for preventing the unauthorized reproduction or distribution of the Coqual/CTI Content.

USING THE Coqual/CTI NAME, LOGO AND INTELLECTUAL PROPERTY

Coqual/CTI does not permit the use of its name or its products’ names in advertising as an endorsement for any product or service or for any other commercial purpose. Graphics, logos, and Content created by Coqual/CTI are the property of Coqual/CTI and may not be used without permission.

INFORMATION AVAILABLE ON THE SITES

Coqual/CTI does not guarantee, and assumes no responsibility for, the accuracy, timeliness, correctness, or completeness of the Coqual/CTI Content. Any conclusions that users draw from the information presented here are their own and are not to be attributed to Coqual/CTI. You agree that you must evaluate, and bear all risk associated with, the use of any Coqual/CTI Content, including any reliance on the accuracy, completeness, or usefulness of such Coqual/CTI Content.

YOUR ACCOUNT

In the event that you are provided with user identification names, numbers or codes, and/or passwords (“Access Credentials”) in connection with your use of the Sites, you shall keep your Access Credentials strictly confidential and not share them with anyone. You are responsible for any misuse of the Sites or any Coqual/CTI Content by anyone using your Access Credentials. Accordingly, you should take affirmative precautions to ensure that no one uses your Access Credentials or gains unauthorized access to your Access Credentials. It is your responsibility to notify Coqual/CTI if your Access Credentials need to be changed or cancelled because (i) your Access Credentials have been or may be compromised, or (ii) you detect any unauthorized use of your Access Credentials. Coqual/CTI may terminate your access to, and your use of, the Sites immediately and take any other appropriate legal action if you, or anyone using your Access Credentials, violates these Terms.

You agree to provide true, accurate, current, and complete information about yourself (all of which will be subject to Coqual/CTI’s Privacy Policy). If you provide any information that is untrue, inaccurate, not current, or incomplete (or Coqual/CTI has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete), Coqual/CTI has the right to revoke your Access Credentials and suspend or terminate your access to and use of the Sites.

LINKS TO THIRD-PARTY SITES

Coqual/CTI may provide relevant links to information outside of the Sites as additional resources for users of the Sites. However, Coqual/CTI does not endorse any views expressed, or products or services offered, through or on such third-party websites. Neither Coqual/CTI nor its affiliates operate or control in any respect, or are in any way responsible for, any information, products, or services on these third-party sites. You should carefully review the terms of service and privacy policies on any such third-party site as these Terms and Coqual/CTI’s Privacy Policy do not apply to your activities on such third-party sites.

CONTENT POSTED ON THE SITE BY THIRD-PARTY CONTENT AND ADVERTISING PARTNERS
Some of the Coqual/CTI Content posted on the Sites may be posted by third-party content and advertising partners (“Third-party Content”) with whom we have relationships (“Content Providers”). You hereby acknowledge that (i) Coqual/CTI is not responsible and disclaims any and all liability for any aspect of such Third-party Content, (ii) the Content Provider posting such Third-party Content on the Sites is solely and exclusively responsible for such Third-party Content, (iii) Coqual/CTI makes no express or implied warranties whatsoever with respect to the accuracy, relevancy, legality, or decency of such Third-party Content, and (iv) Coqual/CTI cannot and does not guarantee that Third-party Content complies with these Terms.

DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT POSSIBLE BY APPLICABLE LAW, THE CONTENT AVAILABLE ON THE SITES AND THE THIRD-PARTY SITES IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. Coqual/CTI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON- INFRINGEMENT. Coqual/CTI MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS. Coqual/CTI DOES NOT WARRANT THAT THE SITES OR ANY Coqual/CTI SERVICES WILL OPERATE ERROR-FREE OR THAT THE SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITES OR THE Coqual/CTI CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA OR ANY OTHER COSTS, Coqual/CTI IS NOT RESPONSIBLE FOR THOSE COSTS. YOU (AND NOT Coqual/CTI) ASSUME THE ENTIRE COST NECESSARY FOR YOU TO ACCESS AND USE THE SITES.

THE CONTENTS OF THE SITES IS INTENDED FOR INFORMATIONAL PURPOSES ONLY, AND SHOULD NOT IN ANY WAY BE CONSTRUED AS CONSTITUTING THERAPY, MEDICAL ADVICE, OR PROFESSIONAL SERVICES OF ANY KIND. ANY ACTION OR DECISION THAT YOU MAKE REGARDING THIS INFORMATION IS ENTIRELY YOUR OWN RESPONSIBILITY AND IS TAKEN BY YOU SOLELY AT YOUR OWN RISK.

LIMITATION OF LIABILITY

TO THE EXTENT POSSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL Coqual/CTI, ITS SUBSIDIARIES AND PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL DAMAGES OR OTHERWISE THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE Coqual/CTI CONTENT AND/OR SITES EVEN IF Coqual/CTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT Coqual/CTI IS NOT LIABLE FOR ANY CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH ANY CONTENT AVAILABLE ON THE SITES, OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES.

IN NO EVENT SHALL Coqual/CTI, ITS SUBSIDIARIES AND PARENT COMPANIES OR AFFILIATES AND ITS EMPLOYEES BE LIABLE FOR ANY CLAIM OF ANY NATURE WHATSOEVER BASED ON LOSS OR INJURY BECAUSE OF ERRORS, OMISSIONS, INTERRUPTIONS OR INACCURACIES IN OUR SITES OR ANY SERVICES OR MATERIALS AVAILABLE THROUGH OUR SITES INCLUDING LOSS OR INJURY THAT RESULTS FROM YOUR BREACH OF ANY PROVISION OF THESE TERMS.

IN NO EVENT SHALL Coqual/CTI OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OUR SITES OR SERVICES AVAILABLE THROUGH OUR SITES OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY.

INDEMNITY

You agree to defend, indemnify, and hold harmless Coqual/CTI and its owners, principals, affiliates, subsidiaries, licensors and licensees, and their and Coqual/CTI’s directors, officers, employees, contractors, and representatives from any and all liabilities, claims, judgments and expenses, including attorneys’ and expert fees and court costs, that arise from (i) your use or misuse of the Sites; (ii) your violation of these Terms; (iii) your violation of any law or third- party right, including without limitation any third party’s patent, copyright, trademark, privacy/publicity, or other proprietary rights; (iv) any claim that any content posted by you caused damage to a third party; and/or (v) any use or misuse of your Access Credentials. Coqual/CTI will give you notice in the event of an indemnifiable event. Coqual/CTI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Coqual/CTI in asserting any available defenses. This defense and indemnification obligation will survive the termination or expiration of these Terms.

TERMINATION

These Terms will remain in full force and effect while you are a user of the Sites and may be terminated by Coqual/CTI at any time with or without notice. Additionally, in the event that you violate these Terms, these Terms shall be deemed to be automatically terminated. In the event of termination, you are no longer authorized to use or access the Sites. You hereby acknowledge that the restrictions imposed on you with respect to any Coqual/CTI Content downloaded from the Sites, the disclaimers and limitations of liabilities, and your indemnification obligations, shall survive the termination of these Terms.

ADDITIONAL TERMS

Certain areas of the Sites may subject you to additional Terms. By using such areas, or any part thereof, you agree to be bound by the additional Terms applicable to such areas. Additionally, certain services offered through the Sites and Coqual/CTI may also be subject to other contracts with Coqual/CTI containing additional Terms. You agree to be bound by the additional Terms in any other contract you may have with Coqual/CTI. In the case of any conflict between these Terms and any contract you have with Coqual/CTI, the terms of your contract will prevail.

DEACTIVATION OF THE SITES

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Sitse, or any part or portion thereof, with or without notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Sites, or any part or portion thereof. Nothing in these Terms shall be construed to obligate Coqual/CTI to maintain and support the Sites, or any part or portion thereof, during the term of these Terms.

DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE

Except where and to the extent prohibited by law, by using the Sites, you and we agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Sites or the breach, enforcement, interpretation, or validity of these Terms or any part of it (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute. Notice shall be sent to:

  • Us, at 142 W. 57th Street, 11th Floor, New York, NY 10019, or
  • You, at the address we have on file for you.Both you and we agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party. IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR

SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights. All such disputes shall be exclusively submitted to JAMS (www.jamsadr.com) for binding arbitration under its rules then in effect, before one arbitrator to be mutually agreed upon by both parties.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable.

GOVERNING LAW

You hereby agree that these Terms and your use of the Sites shall be governed in all respects by the internal substantive laws of the State of New York, without regard to its conflicts of laws provisions. You hereby submit to exclusive jurisdiction and venue in the state and federal courts located in New York or New York County, New York, for all disputes, cases, and controversies regarding the Sites, your use of the Sites, and your relationship with Coqual/CTI.

LIMITATION ON CLAIMS

NOTWITHSTANDING THE ARBITRATION PROVISION ABOVE, YOU AND Coqual/CTI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. TO THE FULLEST EXTENT POSSIBLE BY LAW, Coqual/CTI’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SITES OR YOUR USE OF THE Coqual/CTI CONTENT OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED $100.

No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Coqual/CTI’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

ENTIRE AGREEMENT AND SEVERABILITY

Unless otherwise specified herein, these Terms constitute the entire agreement between you and Coqual/CTI with respect to your use of the Sites and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Coqual/CTI with respect to the subject matter hereof. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

ELIGIBILITY

You affirm that you are either 18 or older, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into and be legally bound by these Terms. You must be 18 years or older or the age of majority in your jurisdiction to visit or use our Sites in any manner.

ASSIGNMENT

These Terms, and any rights and/or licenses granted hereunder, may not be transferred or assigned by you, but may be transferred or assigned by Coqual/CTI without restriction.

CONTACT INFORMATION

If you have any questions regarding these Terms of Use, you may write to Coqual/CTI by email or postal mail at:

Coqual/Center for Talent Innovation 142 W. 57th Street, 11th Floor
New York, NY 10019 [email protected]