Inclusively Privacy Notice

Last Updated: May 22, 2024

Effective Date: February 9, 2022

This Privacy Notice describes how Ligilo Inc. d/b/a Inclusively, which owns and operates the Inclusively platform, and our affiliates, agents, contractors and subsidiaries (collectively, “Inclusively,” “we,” “us,” or “our”) collect and use your personal information (“Personal Information” or “Information”) in relation to Inclusively’s websites, services, mobile applications and content (collectively, the “Sites”). “You” or “you” means the person who (or the entity on behalf of whom you are acting) that is agreeing to this Privacy Notice. “You” or “you” may also mean a person who is acting on behalf of the person who is agreeing to this Privacy Notice, including delegates, parents or guardians of such persons.

For the purposes of this Privacy Notice, Inclusively is the controller (i.e., responsible party) for the Information addressed in this Privacy Notice.  In limited situations, for example in connection with our Retain platform or certain consulting services, we administer services on behalf of our customers.  In those instances, Inclusively may act as a processor or service provider to such organizations, and you should review the privacy disclosures of such third parties with whom you are dealing directly, as they will be responsible for the handling of your Personal Information. 

1. Summary

At Inclusively, we are committed to protecting the privacy and security of your Personal Information. This Privacy Notice describes how Inclusively may use and disclose information that we may collect about you through our Sites, including www.inclusively.com. This Privacy Notice tells you about your rights and choices with respect to your Personal Information, and how you can reach us to get answers to your questions.

Inclusively provides a recruitment platform, Hire, and a Success Enablement platform, Retain. These platforms are specifically designed to drive inclusion and retention in the workplace. Further, these platforms are designed to respect your privacy expectations.

2. Personal Information We Collect

For the purposes of this Privacy Notice, we collect, maintain, and use different types of Personal Information in the context of our relationship or potential relationship with you.

Here are the types of Information we collect:

• Information You Give Us: We collect Personal Information that you share with us so that you can use the Inclusively Sites and Services. “Services” means any services provided by Inclusively or its agents that is described herein and specified more fully in the applicable terms and conditions, or in a separate order form or other agreement between you and Inclusively that incorporates the applicable terms and conditions, including without limitation, any consulting services. In order to provide our Sites to you, we collect Information you provide through the Sites, including, as applicable, your name and contact information, the name of your employer and business contact information, demographic information, resume data, including your work experience and educational background, cover letter data, that you identify or do not identify as having a disability, information related to any work place or interview accommodations you may require, mailing list information, information you provide to us when filling out paperwork for a particular role, and information you may provide while obtaining Inclusively support or providing feedback to Inclusively. 
• Information from Third Parties: We may collect additional information about you from third parties as needed. Inclusively may use third-party services to supplement or enrich our understanding about candidates using our Sites. This includes cross-referencing information like a name, business name, or email address in third-party databases, and using the information there to improve our understanding of you or your business. 
• Automatic Information: Technologies such as cookies, web beacons, geographic location, tags and scripts are used by Inclusively and our advertising and analytics service providers (such as Google Analytics) to analyze usage trends, administer the Sites, and to gather demographic information about our User base as a whole. 

A cookie is small piece of data that our Sites can send to your computer or other Internet-connected device to uniquely identify your browsers or to store information settings on your device. Cookies may then be stored on your device so we can recognize you when you return. We use cookies for session tracking to make it possible to navigate the secure environment inside our Sites. These cookies: (1) may let us know who you are, (2) are necessary to access your account, and (3) will give us information that we can use to personalize our Sites according to your preferences. You can control the use of cookies by using our cookie preference tool, or by adjusting the settings in your browser.  Any choices concerning cookies are browser and/or device specific. If you clear your cookies from your browser on any of your devices, your choices will need to be reset. You should check how to do this on your device(s) and operating systems. If you disable cookies, you may not be able to fully access your account or take advantage of all of the features of the Sites.

Please note, we do not currently recognize automated browser signals regarding tracking mechanisms, which may include “Do Not Track” instructions.

3. How We Use Personal Information

In addition to the purposes and uses described elsewhere in this Privacy Notice, we use your Personal Information for the following purposes:

• To provide our Sites to you or your business;
• To gather analytics on the Sites or our customers and Users in aggregate;
• To respond to inquiries related to support, employment opportunities, or other requests;
• To send marketing and promotional materials, including information relating to our Sites;
• To comply with laws or regulations to which Inclusively is subject;
• To comply with our contractual obligations;
• To detect and prevent fraud or crime;
• To enforce, exercise, or defend legal claims; and
• To investigate potential misconduct, for internal administrative purposes, and to manage our relationships.

Note that this Privacy Notice may be updated to notify you of additional purposes for which we process your Personal Information.

A “Job Candidate” or “Candidate” means a User who is accessing the Hire platform to search for a job or in any other capacity except as an Employer. In addition to the purposes and uses described above, specifically for Job Candidates, Inclusively will use Information provided by you to:

• Place your resume data into a standard job applicant format, which is an easily consumable resume format to ensure job applicants using Inclusively’s Hire platform provide complete resume data. Resume data will not be enhanced by Inclusively, only re-formatted into the standard Inclusively resume format. If Inclusively determines that critical information is missing, Inclusively may contact you to obtain the missing information.
• Apply for jobs on your behalf, provided you have given us authorization to do so.
• Utilize your geographic data to match you with potential job opportunities based on your location. Geographic information will be collected directly from you. 
• Leverage analytic tools (e.g., Google Analytics) to conduct research on use of the Sites by the general location of a Candidate.

4. How We Share Personal Information

We may disclose all categories of Personal Information described above to the following parties for the purposes identified within this Privacy Notice:

• Potential Employers. As is necessary for the use of the Hire platform, we will provide Information about you, including, but not limited to, your name and contact information, resume data, disability status disclosure and accommodation information, to potential employers in providing them Candidates for open positions.  
• Affiliates and Business Transfers. We may share Information with our corporate affiliates (e.g., parent company, sister companies, subsidiaries, joint ventures, or other companies under common control) in the course of our normal business operations. If another company acquires, or plans to acquire, any part of our company, business, or our assets, we will also share Information with that company, including at the negotiation stage.
• Legal or Regulatory Requests and Investigations. We may disclose Information in response to subpoenas, warrants, or court orders, or in connection with any legal process, or to comply with relevant laws or regulations. We may also need to share your Information with tax authorities, courts, regulators, the police and other governmental authorities where we are required or permitted to do so by law.
• Protection of the Company or Others. We may share your Information in order to establish or exercise our rights, to defend against a legal claim, or to investigate, prevent, or take action regarding possible illegal activities, suspected fraud, safety of person or property, or a violation of our policies and Terms and Conditions.
• Third-Party Service Providers. We may share your Information with third-party service providers. Among other things, service providers may help us to administer our Sites, provide administrative or technical support, and assist in the fulfillment of Services.
• Other Disclosures with Your Consent. We may ask to share your Information with other unaffiliated third parties who are not described elsewhere in this Privacy Notice. You will receive notice when your Personal Information might be shared with other third parties, and you will have an opportunity to choose not to share your Information.

5. How We Secure Your Information

Data security is a top priority at Inclusively. Our systems, processes and procedures are designed with your security and privacy in mind. Inclusively uses a combination of reasonable and appropriate safeguards designed to protect your Information, including:

• Administrative controls, such as policies, procedures, and training
• Technical controls, such as encryption, firewalls, and secure coding
• Physical controls (secured hosting environments)

With this in mind, no method of transmission over the Internet, or method of electronic storage, is fully secure. While we use reasonable efforts to protect your Personal Information from unauthorized access, use, or disclosure, we cannot guarantee the security of your Personal Information. In the event that we are required by law to inform you of a breach to your Personal Information we may notify you electronically, in writing, or by telephone, if permitted to do so by law.

In addition, our Sites permit you to create an account. When you do, you will be prompted to create a password. You are responsible for maintaining the confidentiality of your password, and you are responsible for any access to or use of your account by someone else that has obtained your password, whether or not such access or use has been authorized by you. You should notify us of any unauthorized use of your password or account.

6. Retaining Your Information 

Inclusively will retain your Information for the period necessary to fulfill the purposes outlined in this Privacy Notice, unless a longer retention period is required by law or regulation.

We will retain your Personal Information while you have an active account, and afterward if we need to do so to meet our legal obligations. If you choose to close your Inclusively account, we will delete or de-identify your Personal Information unless there is a legal or contractual reason that we have to retain it. How long we retain specific Personal Information varies depending on the purpose for its use, and we will delete your Personal Information in accordance with applicable law.

7. Access & Choice

You can view, update, and delete most information about your account directly on the Sites. If there are any changes to your account information that you are unable to make directly, contact us for assistance at [email protected]. Our security procedures may require that we obtain proof of identity before we disclose Personal Information to you.

• Account Information: You can add, update, or delete information related to your account. When you update or delete any information, we may retain a copy of the prior information for our records.
• Communications: You can elect not to receive promotional messages from us.
• Browser and Devices: The Help feature on most browsers and devices will tell you how to prevent your browser or device from accepting new cookies, how to have the browser notify you when you receive a new cookie, or how to disable cookies altogether.

8. Location of Personal Information

Inclusively resides in the United States. Your Personal Information is hosted in the United States. Should we need to transfer your Personal Information to other jurisdictions outside of the United States, we will ensure that the Information is transferred in accordance with this Privacy Notice and applicable data protection laws.

9. Accessibility

Inclusively is dedicated to providing an equivalent digital experience for our guests, regardless of physical or cognitive ability. This Privacy Notice is accessible to all – including those who rely on assistive technology.

10. Contacts, Notices & Revisions

Our Sites may contain links to other websites for your convenience and information. These websites may be operated by companies not affiliated with Inclusively. Linked websites may have their own privacy policies or notices, which we strongly suggest you review if you visit those websites. This Privacy Notice only applies to Personal Information collected on this Site. We have no control over third-party websites and are not responsible or liable for the content, privacy practices, or use of any websites that are not affiliated with Inclusively.

11. Children’s Privacy

Inclusively does not knowingly collect Personal Information from children under the age of 13 (or other relevant age of majority).  Users under the age of 13 should not submit any Personal Information to us. If you believe we have collected Personal Information from your child in error or have questions or concerns about our practices relating to children, please notify us using the contact details below. We will take prompt steps to remove the Personal Information from our systems.

12. Contacts, Notices & Revisions

Inclusively may update this Privacy Notice to reflect changes to our information practices. If we make any material changes, we will notify you by email (sent to the e-mail address specified in your account) or by means of a notice on our website prior to the change becoming effective. We encourage you to periodically review our Privacy Notice for the latest information on our privacy practices.

Inclusively has a Data Privacy Office, responsible for our policies and procedures. This includes our policies and procedures that are designed to keep your Information safe. If you have any questions about our privacy practices or this Privacy Notice, you can contact us at:

Ligilo Inc. d/b/a Inclusively
Attention: Privacy
1806 Summit Avenue, Suite 300
Richmond, VA 23230
USA
Email: [email protected]

Inclusively Terms and Conditions – Hire

Effective Date: May 22, 2024

 

Inclusively Terms and Conditions – Boost and Retain

Effective Date: May 8, 2024

Table of Contents

1. Introduction

2. Binding Agreement

3. Certain Definitions

4. Intellectual Property Rights & Acceptable Use of the Retain Platform & Services

5. Third-Party Providers

6. Disclaimers and Limitations on Inclusively’s Liability

7. Confidential Information

8. Links to Other Sites

9. Amendments to this Agreement and Changes to the Retain Platform and Services

10. Indemnity

11. Accounts

12. Questions and Notices

13. General

14. Rules Regarding Posting, Conduct & Security

15. Copyright Complaints

16. Employer-Specific Terms

17. Success Enablers

18. Chat Feature

19. Contacts, Notices and Revisions

 

1. Introduction

Please read this page carefully. It contains the terms and conditions (as they may be amended from time to time, the “Terms and Conditions”) governing your access to and use of Inclusively’s Retain Platform and the Services (as each are defined below) provided by Ligilo Inc. d/b/a Inclusively or its affiliates (collectively, “Inclusively”, “we”, “us”, or “our”). If you do not accept the Terms and Conditions or you do not meet or comply with the provisions herein, you may not use the Retain Platform or the Services.  The terms and conditions governing the access to and use of Inclusively’s Hire Platform and all other sites and services provided by Inclusively may be found here.

2. Binding Agreement

These Terms and Conditions form a binding agreement (the “Agreement”) between you and Inclusively. Your access to and/or use of the Retain Platform and the Services indicates your acceptance of these Terms and Conditions. You are agreeing to use the Retain Platform and the Services at your own risk.

3. Certain Definitions

3.1 “Employee” means a User that is accessing the Retain Platform that is an employee of Employer for the purpose of reviewing Success Enabler resources.

3.2 “Employer” means a User that is accessing the Retain Platform in an administrative capacity or with administrative credentials for the purpose of managing Success Enablers and their respective resources on behalf of its organization and receiving User Data.

3.3 “Employer Materials” includes any brochures, emails, web site content, audio, videos, photographs, logos, trademarks, service marks, domain names, documents, resources or other materials provided by an Employer, if any, for use in connection with the Retain Platform.

3.4 “Inclusively Materials” includes (a) Inclusively’s web pages, web forms, programming (including software code used on the Retain Platform and in the Services, including (i) tools, kits, and object libraries, (ii) all third-party or open source code embedded therein, and (iii) any upgrades, updates, releases, fixes, enhancements, or modifications to the foregoing), graphics, images, design (e.g., color combinations and page layout), text, information, data, dashboards, reports and other content made available through the Retain Platform by Inclusively, (b) any materials, methodologies, implementation plans, or other intellectual property used during the provision of Services, (c) Inclusively training materials, Success Enabler policy documentation and proprietary information included in Chat Feature responses, (d) the Deliverables and (e) any work product or materials described in an order form or other agreement between you and Inclusively that incorporates these Terms and Conditions (an “Order Form”).

3.5 “Professional Services” means consulting, training or implementation professional services provided to Employer by Inclusively pursuant to an Order Form, including without limitation the Boost consulting services.

3.6 “Retain Platform” means that certain web platform known as Retain that is hosted by Inclusively for the purpose of managing and reviewing Success Enabler information and resources.

3.7 “Services” means any services provided by Inclusively or its agents, including without limitation, the Professional Services, that are described (a) herein or specified more fully in the Inclusively Materials or (b) in an Order Form.

3.8 “Success Enabler” means workplace accommodations, enhancements or modifications that may impact the work environment, the job or the hiring process.

3.9 “User” refers to you and any other individual or entity that uses any aspect of the Retain Platform or Services.

3.10 “User Data” means data and other information made available by you to Inclusively in connection with your use of the Retain Platform or the Services under this Agreement.

3.11 “You” or “you” means the person who (or the entity on behalf of whom you are acting) is agreeing to these Terms and Conditions. “You” or “you” may also mean a person who is acting on behalf of the person who is agreeing to these Terms and Conditions, including delegates, parents, or guardians of such persons.

4. Intellectual Property Rights & Acceptable Use of the Retain Platform & Services

4.1 General Use Rules. The Retain Platform and Services are intended for Employers committed to improving the workplace experience for employees within their organization and fostering inclusion for individuals who need Success Enablers in the workplace.  You may use the Retain Platform only for lawful purposes within the stated context of Inclusively’s intended and acceptable use of the Retain Platform. Inclusively is the sole interpreter of the Retain Platform’s intended and acceptable use.

4.2 Inclusively Intellectual Property Rights.

(a) The Retain Platform, the Services, the Inclusively Materials, and all right, title, and interest in and to the Retain Platform, the Services and the Inclusively Materials are the sole property of Inclusively or its licensors, and are protected by United States copyright, trademark and other laws. Except for the limited licenses expressly granted to you in these Terms and Conditions, Inclusively reserves for itself and its licensors all other rights, title, and interest.

(b) Without limitation of the foregoing, you may not and will not permit any third party to: (i) reproduce, modify, display, sell, transfer, loan, lend, sublicense, assign, or distribute the Retain Platform or the Inclusively Materials, or use them in any other way for a public or commercial purpose except as expressly permitted herein; (ii) copy or adapt the HTML code used to generate web pages on the Retain Platform; (iii) use or attempt to use engines, manual, or automated software, tools, devices, agents, scripts, robots, or other means, devices, mechanisms, or processes (including, but not limited to, browsers, spiders, robots, avatars, or intelligent agents) to navigate, search, access, “scrape,” “crawl,” or “spider” any web pages or any services provided on the Retain Platform other than the search engine and search agents available from Inclusively on the Retain Platform and other than generally available third-party web browsers (e.g., Google Chrome, Microsoft Edge, Apple Safari, Firefox); (iv) aggregate, copy, or duplicate in any manner the Retain Platform or information available from the Retain Platform, without the express written consent of Inclusively; (v) use any User Data provided by another User or Inclusively Materials on any other web site or in a networked computer environment for any purpose; (vi) alter, modify, reproduce, or create derivative works of any User Data provided by another User or the Retain Platform except as expressly permitted herein; (vii) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Retain Platform; (viii) access or use the Retain Platform for purposes of competitive analysis of the Retain Platform or the development, provision, or use of a competing service or product; (ix) alter, obscure, or remove any copyright notice, copyright management information or proprietary legend contained in or on any Inclusively Materials or User Data provided by another User or the Retain Platform; or (x) access or use any User Data provided by another User or the Retain Platform except as expressly permitted herein.

(c) The Inclusively Materials are not considered to be works for hire. “Inclusively”, “Ligilo”, “Retain”, “Success Enabler”, the Inclusively design logo, and certain other names or logos are service marks or trademarks of Inclusively, and all related product and service names, design marks and slogans are the service marks or trademarks of Inclusively. In addition, the “look” and “feel” of the Retain Platform (including color combinations, button shapes, layout, design, and all other graphical elements) are also protected by Inclusively’s trademarks, service marks, and copyrights. Any code that Inclusively creates to generate or display the Retain Platform, the Services, the Inclusively Materials or the pages making up the Retain Platform is also protected by Inclusively’s copyright. You must retain all copyright, trademark, service mark, and other proprietary notices contained on the Inclusively Materials on any authorized copy you make of the Inclusively Materials. All other product and service marks contained on the Retain Platform or the Services are the trademarks of their respective owners.

 

4.3 License to Use by Employees. Inclusively hereby grants you a limited, terminable, non-exclusive right to access and use the Retain Platform only for your personal use in reviewing Success Enabler resources. This authorizes you to view and download a single copy of the material on the Retain Platform or comprising the Services, if applicable, solely for your personal, noncommercial use. Your use of the Retain Platform is a privilege. Inclusively reserves the right to suspend or terminate that privilege for any reason at any time, in its sole discretion.

 

4.4 License to Use by Employers. Inclusively hereby grants you a limited, terminable, non-exclusive right to access and use the Retain Platform only for your internal business use in managing Success Enablers and their respective resources and analyzing information regarding employee experience at your organization. This authorizes you to view and download a single copy of the material on the Retain Platform or comprising the Services, if applicable, solely for your personal use directly related to the aforementioned use. Inclusively also grants you a limited, terminable, non-exclusive license to use the Inclusively Materials and Services for your internal use only as set forth in the applicable Order Form and these Terms and Conditions. Inclusively reserves the right to suspend or terminate your access and use at any time if Inclusively determines that you are in breach of these Terms and Conditions.

 

4.5 User Data. You represent, warrant, and covenant that you have provided and will continue to provide adequate notices, and that you have obtained and will continue to obtain the necessary permissions and consents, to provide User Data to Inclusively for processing, and that any User Data provided by you will not violate any laws or regulations or third-party proprietary rights, including, without limitation, copyright, trademark, obscenity, rights of publicity or privacy, and defamation laws. If you are an Employer, you have provided and will continue to provide your consent for Inclusively to hyperlink to your Employer website in connection with the Services. You agree that you are solely responsible for any User Data you provide to Inclusively.

 

4.6 Aggregate Data. You authorize and instruct Inclusively to anonymize, de-identify, and/or aggregate User Data in a manner that such User Data can no longer reasonably be used to identify you, your Users, or any natural person (“Aggregate Data”). Aggregate Data will be provided to Employer in connection with the Services.  Inclusively may use and disclose such Aggregate Data for any lawful purposes.

 

4.7 Inclusively Data. Notwithstanding anything to the contrary in these Terms and Conditions, Inclusively shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Retain Platform, the Services and related systems and technologies (including, without limitation, information concerning usage and data derived therefrom) (“Usage Data”), and Inclusively will be free to (i) use Usage Data to improve and enhance the Retain Platform and the Services and for other development, diagnostic, analytics, and corrective purposes in connection with the Retain Platform and the Services and other Inclusively offerings, and (ii) disclose Usage Data solely in aggregate or other de-identified form.

 

4.8 Other Specific Rules Regarding Usage. You represent, warrant, and agree that you (a) are at least 13 years of age or older, and if under the age of 18 or the age of majority as that is defined in your jurisdiction, you will only use the Retain Platform and Services under the supervision of a parent, legal guardian, or other responsible adult; and (b) will not use (or plan, encourage, or help others to use) the Retain Platform for any purpose or in any manner that is prohibited by these Terms and Conditions or by applicable law. It is your responsibility to ensure that your use of the Retain Platform complies with these Terms and Conditions and all applicable laws.

 

4.9 User Submissions.  INCLUSIVELY WELCOMES YOUR COMMENTS REGARDING THE SERVICES AND THE RETAIN PLATFORM AND APPRECIATES HEARING FROM YOU. PLEASE NOTE, HOWEVER, THAT INCLUSIVELY DOES NOT ACCEPT OR CONSIDER CREATIVE IDEAS, SUGGESTIONS, INVENTIONS, OR MATERIALS OTHER THAN THOSE WHICH IT HAS SPECIFICALLY REQUESTED. IF YOU SUBMIT FEEDBACK ON THE SERVICES, PLEASE BE SPECIFIC IN YOUR COMMENTS AND DO NOT SUBMIT CREATIVE IDEAS, INVENTIONS, SUGGESTIONS, OR MATERIALS. IF, DESPITE THIS NOTICE, YOU SEND INCLUSIVELY CREATIVE SUGGESTIONS, IDEAS, DRAWINGS, CONCEPTS, INVENTIONS, OR OTHER INFORMATION (A “USER SUBMISSION”), YOU UNDERSTAND AND AGREE THAT THE USER SUBMISSION SHALL BECOME THE PROPERTY OF INCLUSIVELY. ANY USER SUBMISSION AND ANY ELEMENTS CONTAINED IN USER SUBMISSIONS, SHALL NOT BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY ON INCLUSIVELY’S PART, AND INCLUSIVELY WILL NOT BE LIABLE FOR ANY USE OR DISCLOSURE OF ANY USER SUBMISSION. INCLUSIVELY SHALL EXCLUSIVELY OWN ALL NOW KNOWN OR LATER DISCOVERED RIGHTS TO THE USER SUBMISSION AND SHALL BE ENTITLED TO UNRESTRICTED USE OF THE USER SUBMISSION FOR ANY PURPOSE WHATSOEVER, COMMERCIAL OR OTHERWISE, WITHOUT COMPENSATION TO YOU OR ANY OTHER PERSON.

 

4.10 Professional Services.  If Employer orders Professional Services pursuant to an Order Form, the following terms shall apply. Employer will cooperate reasonably and in good faith with Inclusively in the execution of Professional Services by, without limitation: (i) allocating sufficient resources and timely performing any tasks reasonably necessary to enable Inclusively to perform its obligations under each Order Form; (ii) timely delivering any materials and other obligations specifically required under each Order Form; (iii) timely responding to Inclusively’s reasonable inquiries related to the Professional Services; (iv) actively participating in relevant scheduled meetings; (v) providing information, data and feedback that is complete, accurate and timely in all material respects. Employer acknowledges that in the course of performing any Professional Services, Inclusively may create deliverables or other works of authorship (collectively “Deliverables”). Subject to Employer’s rights in Employer Confidential Information and Employer Materials, Inclusively shall own all right title and interest in such Deliverables, including all intellectual property rights therein and thereto. If any Deliverables are delivered to Employer pursuant to or in connection with the performance of Professional Services, except for any Services or products made available under a separate license, Inclusively grants to Employer an irrevocable, perpetual, nonexclusive, worldwide, royalty-free right and license to use, execute, reproduce, display, perform, distribute (internally and externally), transfer, exploit and make derivative works of any such Deliverables. Subject to Employer’s rights in the Employer Confidential Information and Employer Materials, Inclusively and/or its successors and assigns shall be considered, forever and for all purposes throughout the universe, the author of the Deliverables and the sole copyright owner thereof, and the owner of any rights therein, whether or not copyrightable, all proceeds derived therefrom.

5. Third-Party Providers

You acknowledge and agree that Inclusively may provide the Services using third-party providers, including subcontractors and consultants (the “Third-Party Providers”). You agree that, as between Inclusively and its Third-Party Providers, Inclusively will have sole responsibility for handling all billing and contract negotiations.

6. Disclaimers and Limitations on Inclusively’s Liability

6.1 Allocation of Responsibility. Inclusively assumes no responsibility for User Data posted by or on behalf of Users and no responsibility for the activities, omissions, or other conduct of Users whether by a User or on behalf of a User. Inclusively acts as a portal for the online distribution and publication of User submitted information and has no obligation to screen communications or information in advance and is not responsible for screening or monitoring User Data or communications of Users. If notified by a User of User Data or conduct of another User which allegedly does not conform to these Terms and Conditions, Inclusively may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of such User Data or User; provided, however, Inclusively has no liability or responsibility to Users for performance or nonperformance of such activities. Inclusively may take any action with respect to conduct that it deems necessary or appropriate, in its sole discretion.

 

6.2 No Endorsements by Inclusively. Nothing on the Retain Platform or in connection with the Services shall be considered an endorsement, representation, or warranty with respect to any User or third-party, whether in regard to its content, web site, products, services, employment or accommodation practices, or otherwise.

 

6.3 WARRANTY DISCLAIMERS.

(a) THE RETAIN PLATFORM AND THE SERVICES ARE PROVIDED ON AN ‘AS IS’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. INCLUSIVELY, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. INCLUSIVELY MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, AVAILABILITY, OR TIMELINESS OF THE RETAIN PLATFORM AND THE SERVICES.

(b) WITHOUT LIMITATION OF THE FOREGOING, INCLUSIVELY DOES NOT WARRANT THAT THE RETAIN PLATFORM WILL OPERATE ERROR-FREE OR THAT THE RETAIN PLATFORM AND THEIR SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE RETAIN PLATFORM RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, INCLUSIVELY IS NOT RESPONSIBLE FOR THOSE COSTS.

(c) Inclusively makes no representations or guarantees regarding the truthfulness, accuracy, legality, completeness, timeliness, or reliability of any User Data posted by or on behalf of any User or of any other form of communication engaged in by Users including without limitation any Success Enabler resources provided by any Employer. User Data may contain inaccuracies or typographical errors. You agree that any reliance on User Data posted by or on behalf of a User, or on any other form of communication with Users, will be at your own risk.

(d) Inclusively makes no representations or guarantees regarding the Inclusively Materials, including, but not limited to, broken links, inaccuracies, or typographical errors.

(e) INCLUSIVELY MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING (i) THE EFFECTIVENESS OF THE RETAIN PLATFORM OR THE SERVICES, (ii) THE TIMELINESS OF THE RETAIN PLATFORM OR THE SERVICES, (iii) THE AVAILABILITY OF, CONTENT OF OR PROVISION OF ANY SUCCESS ENABLER, OR (iv) THE COMPLIANCE OF AN EMPLOYER WITH ANY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION, THE ADA.

 

6.4 DAMAGE LIMITATIONS, ALLOCATIONS OF LIABILITY AND EQUITABLE RELIEF.

(a) YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE RETAIN PLATFORM, THE INTERNET GENERALLY, AND USER DATA OR EMPLOYER MATERIALS THAT YOU POST, PROVIDE, OR ACCESS AND FOR YOUR CONDUCT ON AND OFF THE RETAIN PLATFORM.

(b) IN NO EVENT SHALL INCLUSIVELY (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AGENTS, ADVERTISERS, OR THIRD-PARTY PROVIDERS), BE LIABLE FOR ANY NON-DIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM OR ARISING UNDER OR IN CONNECTION WITH THE SERVICES OR THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE RETAIN PLATFORM AND/OR ANY INCLUSIVELY MATERIALS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT INCLUSIVELY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO YOU. IF ANY LIMITATIONS SET FORTH ABOVE ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN INCLUSIVELY’S MAXIMUM LIABILITY TO YOU FOR ANY NON-DIRECT TYPE OF DAMAGES SHALL BE LIMITED TO U.S. $200.00 IN THE AGGREGATE.

(d) IN NO EVENT SHALL INCLUSIVELY (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AGENTS, ADVERTISERS OR THIRD-PARTY PROVIDERS), BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF THE AGGREGATE OF US $200.00 (OR, IF YOU ARE AN EMPLOYER WITH A SERVICES AGREEMENT WITH INCLUSIVELY, THE AMOUNTS ACTUALLY PAID BY YOU TO INCLUSIVELY UNDER THIS AGREEMENT IF GREATER THAN US $200.00).

(e) Due to the nature of this Agreement, in addition to money damages, you agree that Inclusively will be entitled to equitable relief upon a breach of this Agreement by you, without posting bond or proving monetary damages.

 

6.5 California Residents. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

7. Confidential Information

7.1 Confidential Information. In connection with these Terms and Conditions, each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (as the “Receiving Party”). Subject to Section 7.2 below, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations. The Receiving Party and its representatives shall use the Disclosing Party’s Confidential Information solely to perform its obligations under and in accordance with these Terms and Conditions. For the avoidance of doubt, Inclusively Materials constitute the Confidential Information of Inclusively.

7.2 Exclusions. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with these Terms and Conditions; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any of Disclosing Party’s Confidential Information.

7.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, during the term of these Terms and Conditions and for two (2) years thereafter, the Receiving Party shall: (a) except as expressly permitted by these Terms and Conditions, not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with these Terms and Conditions; and (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 7.3; (b) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care; and (c) be responsible for any breach of or noncompliance with this Section 7 by any of its representatives.

7.4 Compelled Disclosures. If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy, or waive its rights under Section 7.3 above; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 7.4, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, upon the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

7.5 Information Security. Inclusively shall, in relation to User Data, implement appropriate technical and organizational measures in accordance with good industry practice to ensure a level of security appropriate to the risk.

8. Links to Other Sites

The Retain Platform and Services may contain links to third-party web sites. These links are provided solely as a convenience to you and not as an endorsement by Inclusively of the contents on such third-party web sites. Inclusively 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 so at your own risk.

9. Amendments to this Agreement and Changes to the Retain Platform and Services

Inclusively may revise these Terms and Conditions at any time by updating this document. Changes will be binding on you on the date they are posted on the Retain Platform (or as otherwise stated in any notice of such changes). Any use of the Retain Platform or the Services will be considered acceptance by you of the then-current Terms and Conditions (including any exhibits thereto) contained on the Retain Platform. If at any time you find the Terms and Conditions unacceptable, you may not use the Retain Platform or Services any longer. Any new or different terms supplied by you are specifically rejected by Inclusively unless Inclusively agrees to them in a signed writing specifically including those new or different terms. Inclusively may change the Retain Platform or Services at any time.

10. INDEMNITY

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS INCLUSIVELY (AND ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND THIRD-PARTY PROVIDERS) FROM AND AGAINST ANY THIRD-PARTY CLAIMS, ACTIONS OR DEMANDS (INCLUDING, WITHOUT LIMITATION, COSTS, DAMAGES, AND LEGAL AND ACCOUNTING FEES) ALLEGING OR RESULTING FROM OR IN CONNECTION WITH: (a) YOUR USE OF THE RETAIN PLATFORM OR THE SERVICES, (b) ANY USER DATA, (c) YOUR USE OF THE SERVICES, (d) ANY CLAIM BASED OR RELIANT UPON A THEORY OF EMPLOYER OR JOINT EMPLOYER STATUS OF INCLUSIVELY, OR (e) YOUR BREACH OF THIS AGREEMENT. INCLUSIVELY SHALL USE REASONABLE EFFORTS TO PROVIDE YOU PROMPT NOTICE OF ANY SUCH CLAIM, SUIT, OR PROCEEDING AND MAY ASSIST YOU, AT YOUR EXPENSE, IN DEFENDING ANY SUCH CLAIM, SUIT OR PROCEEDING.

11. Accounts

 

In order to use the Services, you may be provided with a user account (an “Account”). You agree you will not distribute or transfer your username and password, and not make them available to persons or entities not authorized to use the Services or provide a third party with access to your Account. You are solely responsible for all use of the Services through your Account. You will ensure the security and confidentiality of your username and password and will notify us immediately if login credentials are lost, stolen or otherwise compromised. Any activities completed through your Account will be deemed to have been done by you. You may not select or use an Account of another User with the intent to impersonate that User. You acknowledge and agree that you have no ownership rights in your Account.

 

12. Questions and Notices

Questions concerning the use of the Retain Platform and Services should be directed to Inclusively at [email protected]. Notices to Inclusively should be sent to the address listed on the Retain Platform. We will send notice to you at the address submitted by you or to such other address as Inclusively reasonably determines is an appropriate address for you.

13. General

This Agreement is governed by the internal substantive laws of the Commonwealth of Virginia, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this Agreement shall lie exclusively with the state or federal courts in the Commonwealth of Virginia. The sole relationship between you and Inclusively is that of independent contractors. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of this Agreement, which shall remain in full force and effect. All provisions of this Agreement shall survive termination except those granting access or use to the Retain Platform, and you shall cease all your use and access thereof immediately. You may not assign or transfer your obligations under this Agreement (and any attempted assignment or transfer by you shall be null and void). No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided by Inclusively in a particular legal notice, or material on particular pages of the Retain Platform, this Agreement constitutes the entire agreement between you and Inclusively.

14. Rules Regarding Posting, Conduct & Security

The following rules apply to your use of the Retain Platform. The list of rules is for illustration only and is not a complete list of all posting, conduct and security rules.

14.1 Posting Rules.

(a) You may not post any User Data to the Retain Platform that contains:

(i) URLs or links to web sites other than related to your company’s administration of and resources pertaining to Success Enablers;

(ii) copyrighted material (unless you own the copyright or have the owner’s permission to post the copyrighted material);

(iii) trade secrets (unless you own them or have the owner’s permission to post them);

(iv) material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others or that you otherwise do not have the right to post;

(v) irrelevant keywords or white text keywords (including any words embedded in the User Data and hidden from the User);

(vi) anything that is discriminatory, retaliatory, harassing, sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, unlawful, injurious, inappropriate, or hateful; or

(vii) anything that is embarrassing or offensive to another person or entity.

(b) You may not use User Data to:

(i) impersonate another person, living or dead;

(ii) post false, inaccurate, or misleading information, opinions or notices (commercial or otherwise) or chain letters; or

(iii) post advertisements or solicitations of business.

(c) Inclusively is under no obligation to monitor the User Data posted on the Retain Platform, but it may monitor User Data at random. User Data found to violate the above rules may be removed in Inclusively’s sole discretion.

14.2 Conduct Rules.

(a) You agree to protect your password. Your Inclusively account and any related Services accessed through such account are to be accessed and used solely by you. Upon your successful registration for an Inclusively account, you will be provided with a unique password that will permit you to access the account. You may not provide your password or otherwise permit access to your Inclusively account to any third party. You are responsible for maintaining the confidentiality of your information and password. You agree to protect and keep your password confidential, to change your password on a regular basis, and to maintain appropriate and regularly updated malware scanning and cleaning tools on your network and individual computer(s). You are responsible for all uses of your account, whether or not authorized by you. If others use your password to post inappropriate material on the Retain Platform, you risk losing your access to the Retain Platform. You agree to notify Inclusively immediately of any unauthorized use of your account or password.

(b) If you are an Employee, you agree to select Success Enablers that will help you thrive in the workplace and to provide honest feedback regarding your Employer’s Success Enabler responses.

(c) You agree to report inappropriate conduct to Inclusively at [email protected].

(d) You may not delete or revise any material posted by any other person or entity except as expressly permitted herein.

(e) If at any time Inclusively comes to the understanding that you misled Inclusively regarding your business practices and/or Success Enabler responses offered or requested, Inclusively reserves the right to terminate your Agreement and your right to access the Retain Platform and Services.

14.3 Security Rules.

(a) Users are prohibited from violating or attempting to violate the security of the Retain Platform, including, without limitation:

(i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access;

(ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

(iii) accessing or using the Services or Retain Platform in any unlawful or illegal manner or in any other manner that could damage, disable, overburden or interfere with the Services or Retain Platform or another User’s use thereof, including, without limitation, via means of submitting a virus, worm, back-door or other harmful code to the Retain Platform, overloading, “flooding”, “mail bombing” or “crashing”; and

(iv) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

(b) Violation of these Security Rules may result in civil or criminal liability. Inclusively will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.

15. Copyright Complaints

15.1 Intellectual Property of Others. It is Inclusively’s policy to respond to claims of copyright and other intellectual property infringement. Inclusively will promptly process and investigate notices of alleged infringement and will take appropriate actions under applicable US Federal Laws. Upon receipt of any notice of alleged infringement, Inclusively may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Inclusively will terminate access for Users who repeatedly infringe copyright or other intellectual property.

 

15.2 Notifying Inclusively of Copyright Infringement. To provide Inclusively notice of an infringement, you must provide a written communication to the attention of “Trust and Site Security” care of Inclusively, that sets forth the information specified by the DMCA. Please also note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is infringing your copyright.

 

15.3 Providing Inclusively with Counter-Notification. If we remove or disable access to content in response to an infringement notice, we will make reasonable attempts to contact the owner or administrator of the affected site or content. If you feel that your material does not constitute infringement, you may provide Inclusively with a counter notification by written communication to the attention of “Trust and Site Security” care of Inclusively, that sets forth all of the necessary information required by the DMCA. Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of an attorney.

Employer-Specific Terms

16.1 Equal Employment Opportunity Employer.  Employer affirms and agrees that it is an equal employment opportunity employer and is in full compliance with all applicable anti-discrimination laws, rules, and regulations. Employer agrees not to harass, discriminate against, or retaliate against any employee because of his or her race, national origin, age, sex, religion, disability, marital status, or other category protected by law; nor shall either party cause or request the other party to engage in such discrimination, harassment, or retaliation.  Employer agrees that it is committed to improve the workplace experience of its Employee by providing accurate information and resources regarding Success Enablers available at the Employer.

16.2 Marketing. Employer hereby grants to Inclusively the non-exclusive right to use Employer’s name and logo on Inclusively’s marketing materials in order to promote Employer as a client of Inclusively and an inclusive employer committed to retaining current talent. Inclusively agrees that the Employer’s name and logo are and will remain the sole property of Employer and that all such use thereof and all goodwill developed therein and therefrom will inure solely to the benefit of Employer.

17. Success Enablers

Employees are able to select any number of Success Enablers.  These Success Enablers are not disclosed to the Employee’s Employer.  As an Employee, you understand and agree that the use of the Retain Platform does not replace an Employee’s obligation to request workplace accommodations using the Employer’s preferred methods if the Employee desires to make a formal request for such Success Enablers.  The Retain Platform provides information and resources to Employees and Employers outside of any workplace accommodation request process applicable to such Employer. Inclusively makes no representations or warranties regarding any accommodations available to any Employee or with any Employer, including, without limitation, whether any accommodations are reasonable and/or available, or whether the accommodation requested presents an undue burden on any particular Employer.

18. Chat Feature

Inclusively may make an interactive online chat service available to you on the Retain Platform (“Chat Feature”).  The Chat Feature is solely for generalized advice on Success Enablers.  The Chat Feature uses experimental technology and may sometimes provide inaccurate or inappropriate content that does not represent Inclusively’s views. Inclusively makes no warranty that the Chat Service will be available at any particular time or be free of fault or error.  Please do not provide personal information, including names, phone numbers, addresses, emails, or birth dates to the Chat Feature. Such information is not needed to provide a response to you.

 

Use your discretion in your use of, and reliance on, the Chat Feature.  Do not rely on the Chat Feature for medical, legal or other professional advice.  Any content related to those topics included in the Chat Feature responses is provided for informational purposes only and is not a substitute for advice from a qualified professional.  Nothing we communicate in the Chat Feature will be considered a legal agreement, representation, or warranty as to the Services.  The Chat Feature does not provide any information about a specific Employer, and any response containing information on a specific Employer should not be relied upon.  You will not use the Chat Feature to send any abusive, defamatory, dishonest, or obscene message, and doing so may result in termination of the Chat Feature session or these Terms and Conditions.

 

19. Contacts, Notices and Revisions

Inclusively may update its Terms and Conditions to reflect changes. We encourage you to periodically review our Terms and Conditions for the latest information. If you have any questions about our Terms and Conditions, you can contact us at:

Ligilo Inc. d/b/a Inclusively
Attn:  Trust & Site Security
1806 Summit Avenue, Suite 300
Richmond, VA 23230
USA
Email: [email protected]

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