Terms of Use

Welcome to Elivade, operated by Elivade LLC (“Elivade” and sometimes referred to as “our”).  Thank you for using or visiting our products and services (“Services”). Our Services are a platform helping minority candidates to advance their careers by connecting them with peers, mentors, and organizations / employers. These Terms and Conditions, together with the Privacy Policy, describe the terms and conditions applicable to all company and candidate users’ (you or your) (collectively the Members) access, submissions and use of the Services.
Elivade is not in any way responsible for, any interactions between Members and Members or Members and Businesses, except to the extent necessary to maintain our Services. Any interaction between you and any other individual or entity through our Services or arising out of your use of our Services, including any interactions between Businesses and Members, is solely between you and that other individual or entity. Elivade expressly disclaims any responsibility for any interactions between Members and Businesses. For avoidance of doubt, Elivade disclaims any responsibility for any employment or contracting opportunities, employment or contracting services, or any other services or products acquired or made available through our Services, even if Elivade investigates or attempts to verify any information in connection therewith. You agree that you must evaluate and bear all risks associated with the use of our Services, including the Services Materials and the User Content, and that you may not rely on the Services Materials or User Content.
The following terms and conditions (“Terms”) govern your use of our Services. You agree that by clicking “Sign Up” or similar, registering, accessing, or using the Services, you are entering into a legally binding agreement (even if you are using the Services on behalf of a company) with Elivade.
This Agreement includes these Terms and Conditions and the Privacy Policy, as may be amended from time to time. If you do not agree to this Agreement, are below the age of 18, or are not a legal resident of the United States, do not click Sign Up (or similar) and do not access or otherwise use the Services.

Use

To use the Services, you agree that: (1) you must be eighteen years or older, (2) you will only have one Account (defined herein) which must be in your real name, (3) you are not already restricted by Elivade from using the Services, and (4) you are a legal resident of the United States.

Registration

In order to access certain content, services, products or benefits on our Services, you will be asked to register and create an account. Depending on your intended uses of our Services, you may be asked to designate your account as either a Member Account (i.e., for a Student) or a Corporate Account (i.e., for a Business or Organization). Your obligations and rights under these Terms may vary depending on whether you registered as a Member or a Corporate Account. As part of your registration, you may be asked to sign up through a LinkedIn API using your LinkedIn sign up credentials. In that case you agree to grant Elivade access to your LinkedIn profile information including profile picture, name, headline, summary, professional history, current job, industry, educational history, current education, location, specialties, and e-mail address. In addition, you may be required to supplement your profile with additional information such as details on your education and professional history. You agree that the information that you provide to us on registration and at all other times will be true, accurate, current and complete. You also agree that you will ensure that this information is kept accurate and up to date at all times.

Account

You agree to take reasonable security precautions to protect your Account, and if you are an entity, those of all your personnel. These precautions shall be at least as great as the precautions that you take to protect your own property, but in no event less than commercially reasonable and prudent care. You are responsible for all access to and use of the Services through your Account. In connection with your Account and use of the Services and the Website, you agree that you will not: Act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content; Add content that is not intended for, or inaccurate for, a designated field; Use an image that is not your likeness or a head-shot photo for your profile; Create a false identity on the Website; Misrepresent your current or previous positions and qualifications; Misrepresent your affiliations with a person or entity, past or present; Misrepresent your identity, including but not limited to the use of a pseudonym; Create a profile for anyone other than yourself (a real person); Use or attempt to use another’s Account; Harass, abuse or harm another person; Send spam or other unwelcomed communications to others; Copy or use the information, content or data on Elivade in connection with a competitive service; Imply or state that you are affiliated with or endorsed by Elivade without Elivade’s express consent; and
Share or disclose information of others without their express consent. In some circumstances, Elivade may allow you to post content anonymously without disclosing your identity. The same terms and conditions apply to anonymous postings. If you are posting anonymously, Elivade will not reveal your identity to other members of our Services. When posting anonymously, you understand that other members may be able to discern your identify based on your posts. Elivade expressly reserves the right to maintain an internal record of your identify even when posting anonymous to enable us to contact you in case of misconduct.

Notices and Service Messages

You agree that Elivade may provide notices to you via email sent to an address you provided or through other means including mobile number, telephone, or mail. You agree to keep your contact information up to date in your Account.

Messages and Sharing

The Services may allow messaging and sharing of information in many ways, such as your profile and job postings. Information and content that you share or post may be seen by other Members.

Licensing

You own the content and information that you submit or post to the Services. You are granting Elivade a world-wide, non-exclusive, perpetual, transferable and sublicensable right to use, copy modify, distribute, publish, reproduce, display and process, information and content that you provide through our Services, without any further consent, notice and/or compensation to you or others.
These rights are limited in the following ways: You may end this license for specific content by deleting such content from the Services, or generally by closing your Account, except to the extent you shared it with other Members as part of the Service and the Member copied or stored it and for the reasonable time it takes to remove the backup and other systems. While we may edit and make formatting changes to your content (such as translating it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression. Elivade does not represent or guarantee the truthfulness, accuracy, or reliability of content submitted by Members, derivative works from content submitted by Members, or any other communications posted by Members nor does Elivade endorse any opinions expressed by Members. You acknowledge that any reliance on material posted by other Members will be at your own risk. In the event you submit suggestions, testimonials or other feedback to Elivade regarding the Services, you agree that Elivade can use and share such feedback for any purpose without compensation to you. You agree that we may access, store and use any information that you provide in accordance with the terms of the Privacy Policy and your privacy settings. You further agree to only provide content or information that does not violate the law nor anyone’s rights (e.g., without violating any intellectual property rights or breaching a contract). you also agree that your profile information will be truthful.

Service Availability

We may change, suspend or end any Service, or change and modify prices prospectively in our discretion. To the extent allowed under applicable law, these changes may be effective upon notice to you.

Other Content

By using the Services, you may encounter content or information that may be inaccurate or incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Elivade does not review content provided by Members. You agree that Elivade is not responsible for third parties (including other Members) content or information or for any damages as a result of your use of or reliance on it.

Links to Other Sites

The Website may contain links to third party websites. These links are provided solely as a convenience to you and not as an endorsement by Elivade of the contents on such third-party websites. Elivade is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party web sites. If you decide to access linked third-party web sites, you do at your own risk. Third party providers have their own Terms and Conditions and Privacy Policies, and your relationship with any third party providers is governed solely by those agreements. Elivade makes no effort to review any of your third party agreements for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Elivade is not responsible for any third party content or agreements.

Limits

Elivade reserves the right to limit your use of the Services. Elivade reserves the right to restrict, suspend or terminate your Account if Elivade believes that you may be in breach of this Agreement or law or are misusing the Services. Elivade reserves all of its intellectual property rights in all content specifically provided by Elivade and such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the Services.

Listing Employment, Contracting, and Event Opportunities

Upon registration, a Business may submit, through our Services, a notification to Members of a potential employment or contracting opportunity (a “Job Posting”) or an event opportunity (“Event”). A Job / Event Posting may only notify Members of a single event, employment or contracting opportunity, and must include, at a minimum, the following information: start date, Name (position title, event name) and description. Upon submission, the submitting Business may fix typographical errors within the Posting, but may not make any substantial changes to the Posting. Elivade may also fix typographical errors within the Posting, but is not obligated to.
You agree not to use our Services to promote or further the commercial activities, including by submitting a Posting in connection with those activities, of any of the businesses, activities, or practices set forth in Elivade’s list of Prohibited Business, as incorporated into these Terms by reference as if set forth fully herein. For avoidance of doubt, each Posting must comply with all restrictions hereunder, including those governing the submission of User Content and general use of our Services. Elivade may, but is not obligated to, make an independent investigation of the Posting to ensure full compliance with these Terms. If Elivade determines, in its sole discretion, that any representation or warranty made by you pursuant to these Terms is in any way false, incomplete, or inaccurate, Elivade may, at any time, reject, remove, or suspend or delay the posting of your Posting, in whole or in part. Elivade may, but is not obligated to, provide you with an explanation for the rejection or removal of any of your Postings from our Services.

Payment

Some of our Services, including the opportunity for a Business to post an employment opportunity or create a company profile page, may require a charge. You are responsible for all charges incurred under your account, whether made by you or another person using your account. If for any reason Elivade does not receive payment for a purchase, Elivade may exercise its rights in law and equity, including (a) immediately suspending or terminating your account; (b) seeking collection of the outstanding amount owed; and/or (c) seeking legal action against you for the breach of these Terms. You are also responsible for paying any governmental taxes imposed in connection with use or purchase of any of our Services, including sales, use, and excise taxes (excluding only taxes on Elivade’s net income). To the extent that Elivade is obligated to collect such taxes, the applicable tax will be added to your billing account. All sales are final. Elivade is not responsible for any costs or expenses in connection with any interactions between Members and Businesses.

Rules of Conduct

As a condition of use, you promise not to use the Services for any purpose that is prohibited by this Agreement. You are responsible for all of your activity, and all activity connected to your Account, in connection with the Services. You shall not (and shall not permit any third party to) either (1) take any action or (2) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any content owned by you, that: Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; You know is false, misleading, untruthful or inaccurate; Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Elivade in its sole reasonable discretion;
Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Elivade or any third party; Impersonates any person or entity, including any employee or representative of Elivade; or Includes anyone’s identification documents or sensitive financial information.

You shall not: (i) take any action that imposes or may impose (as determined by Elivade in its sole discretion) an unreasonable or disproportionately large load on Elivade (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass any measures Elivade may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto- responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website; (vi) harvest or scrape any content from the Services; or (vii) otherwise take any action in violation of Elivade guidelines
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. you shall abide by all applicable local, state, national and international laws and regulations. Elivade also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to support requests, or (v) protect the rights, property or safety of Elivade and its Members.

Disclaimer

The information on our Services is for informational purposes only. Without limiting anything else in these Terms or otherwise, Elivade is not responsible for any errors or omissions in our Services or the Services Materials. Elivade, its subsidiaries, and affiliates, are not responsible for and do not guarantee the accuracy or completeness of any Services Materials, User Content, products, data, services (whether performed by Elivade, any Member or Business, or any third party), links, advertisements, or other items contained within our Services. Elivade reserves the right to immediately remove any Services Materials or User Content for any reason or for no reason. Elivade cannot and does not review all communications or products made available on or through our Services, but, although not obligated to, may review, verify, make changes to or remove any User Content, Services Materials, the products or services made available in connection with our Services, including information submitted in connection with the Services Materials or other features at any time, with or without notice in its sole discretion.
THE SERVICES MATERIALS, USER CONTENT, SERVICES, PRODUCTS, INFORMATION, AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH OUR SERVICES ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.” USE OF OUR SERVICES IS ENTIRELY AT YOUR OWN RISK. ELIVADE AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE USER CONTENT, THE SERVICES MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH OUR SERVICES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY USER CONTENT, THE SERVICES MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH OUR SERVICES, IS WITH YOU.

LIMITATION OF LIABILITY

ELIVADE AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE USER CONTENT, THE SERVICES MATERIALS, SERVICES, PRODUCTS, DATA AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH OUR SERVICES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR ELIVADE HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF ELIVADE AND ITS LICENSORS TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE USER CONTENT, THE SERVICES MATERIALS ON, IN AND MADE AVAILABLE THROUGH OUR SERVICES, PRODUCTS, DATA OR OTHER MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED THE PRICE PAID BY YOU DURING THE PRECEDING YEAR FOR USE OF THE SERVICES AND PRODUCTS. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF ELIVADE AND ITS LICENSORS SHALL NOT EXCEED TEN DOLLARS ($10). If you are dissatisfied with our Services or with any of these Terms, or feel Elivade has breached these Terms, your sole and exclusive remedy is to discontinue using the Services.

Indemnification

You shall indemnify Elivade and its owners, directors, officers, employees, agents, contractors and licensors (“Indemnitees”) against all claims, actions, suits, and other proceedings (each, a “Claim”) arising out of or incurred in connection with our Services and your use of our Services, the Services Materials or any services, product or data obtained through our Services, your fraud, violation of law, negligence, willful misconduct, or any other use of our Services, the User
Content, the Services Materials, the services, products, information and other materials on, in and made available through our Services, except to the extent attributable to Elivade, or any breach by you of these Terms and shall indemnify and hold Elivade Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and attorneys’ disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of Elivade. Elivade or its licensors may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If Elivade or its licensors do not notify you that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to Elivade, subject to the right of Elivade to assume, at our sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof.

Complaint Procedures

You or Elivade may terminate this Agreement at any time with notice to the other. Upon termination, you lose the right to access or use the Services. The following shall survive termination: Elivade’s right to use and disclose your feedback and testimonials Members rights to further re-share content and information you shared through the Service to the extent copied or re-shared prior to termination. Any amounts owed by either party prior to termination remain owed after termination

Changes to these Terms

If you believe that any content or postings on our Services violates your intellectual property or other rights, please notify Elivade by email at info@elivade.com a comprehensive detailed message setting forth the following information: (a) your name and the name of your company, if any; (b) your contact information, including your email address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.”

Termination

You or Elivade may terminate this Agreement at any time with notice to the other. Upon termination, you lose the right to access or use the Services. The following shall survive termination: Elivade’s right to use and disclose your feedback and testimonials Members rights to further re-share content and information you shared through the Service to the extent copied or re-shared prior to termination. Any amounts owed by either party prior to termination remain owed after termination

Changes to these Terms

Elivade reserves the right at any time to modify, alter, or update these Terms. Your use of our Services following any changes means that you agree to follow and be bound by the terms as changed. Any change to these Terms shall be effective as to any visitor who has visited our Services before the change was made. It is the obligation of users using our Services before the change to learn of changes to the Terms since their last visit. Elivade may suspend or terminate your account and/or your ability to use our Services, for failure to comply with these Terms, for inactivity on our Services, for providing Elivade with untrue or inaccurate information about yourself, for infringement upon Elivade proprietary rights, or for any other reason whatsoever or for no reason.

Governing Law and Jurisdiction

These Terms represent the entire agreement between you and Elivade with respect to the subject matter hereof, and supersede all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and will be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law rules; PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT THE LAW EXPRESSLY PROHIBITS ALTERATION BY THESE TERMS OF THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE LAW. By accessing, viewing, or using the services, works, content, or materials on our Services, you consent and agree to (a) the exclusive jurisdiction of the federal and state courts located in Delaware; (b) accept service of process by personal delivery or mail; and (c) irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available.
A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms (including any Policy) to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Elivade agree that any claim or cause of action arising out of or related to the Services must be commenced within 1 year after the claim or cause of action arose. Otherwise, such claim or cause of action is permanently barred.
ANY ACTION OR PROCEEDING UNDER THESE TERMS WILL TAKE PLACE ONLY ON AN INDIVIDUAL BASIS; CLASS ACTIONS AND PROCEEDINGS ARE NOT PERMITTED. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND ELIVADE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION.

Miscellaneous

Our Services are controlled and operated from within the United States. Without limiting anything else, Elivade makes no representation that our Services, Services Materials, User Content, services, products, information or other materials available on, in, or through our Services is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access our Services from other locations do so on their own volition and are responsible for compliance with applicable laws. The waiver or failure of Elivade to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”

Contacting us

If you have any questions regarding this agreement, feel free to contact us at info@elivade.com