BabyBoomerExecs Inc.

Terms and Conditions for Use

This page states the Terms of Use ("Terms") under which You (“Executive”) may use www.babyboomerexecs.com ("BBE.com"), an on-line exchange service to allow member companies, government agencies, and higher education (collectively, the “Customer”) to search a database of highly skilled, executive level resumes for placement in consulting engagements, temporary positions, executive mentoring, and training engagements. BBE.com also allows Executives to create abstracts and resumes (”Resumes”), which may include personal information, and to make these Resumes, or aspects thereof, available to Customers, which shall be considered public.

Please read these Terms carefully. If the Executive does not accept the Terms stated here, do not use BBE.com and its services. By using BBE.com, Executive agrees to be bound by these Terms, including the BBE Privacy Statement.

BabyBoomerExecs, Inc. ("BBE") may revise these Terms at any time by posting an updated version to this Web page. Executive should visit this page periodically to review the most current Terms because they are binding on Executive.

1. Eligibility.
BBE reserves the right to select or deny an Executive for entry into the BBE.com database based upon the characteristic profile (“Profile”) of the Executive. While the BBE.com site is marketed as a site containing executives of the Baby Boomer era (those born between 1946 and 1965), it is not restricted to individuals in that age category. Executive must be 18 years of age or older, or the age of majority as that is defined in your jurisdiction, whichever is older, to visit or use BBE.com in any manner. By visiting BBE.com or accepting these Terms, Executive represents and warrants to BBE that they have reached the age of majority in their jurisdiction, and that they have the right, authority and capacity to agree to and abide by these Terms. Executive also represents and warrants to BBE that they will use BBE.com in a manner consistent with any and all applicable laws and regulations.

BBE seeks individuals with a Profile that includes experience in an executive, administrator, commissioner, director, professor, or similarly high-level of achievement capacity, generally reached through significant years of experience in an industry, government agency, or discipline.

2. Use of BBE Content.
All BBE.com content is the property of BBE or its content suppliers or clients. The compilation (meaning the collection, arrangement and assembly) of all content on the BBE.com site is the exclusive property of BBE and is protected by United States and foreign copyright, trademark, and other laws. Unauthorized use of the BBE.com content may violate these laws, and is strictly prohibited. Executive must retain all copyright, trademark, service mark and other proprietary notices contained in the original BBE.com content on any authorized copy executive may make of the BBE.com content.

Executive agrees not to sell or modify the BBE.com content or reproduce, display, publicly perform, distribute, or otherwise use the BBE.com content in any way for any public or commercial purpose, in connection with products or services that are not those of BBE.com, in any other manner that is likely to cause confusion among consumers, that disparages or discredits BBE or its licensors, that dilutes the strength of BBE's or its licensor’s property, or that otherwise infringes BBE's or its licensor’s intellectual property rights. Executive further agrees to in no other way misuse BBE.com content that appears on this site. The use of the BBE.com content on any other Web site or in a networked computer environment for any purpose is prohibited. Any code that BBE creates to generate or display any BBE.com content or the pages making up any BBE.com site is also protected by BBE's copyright and you may not copy or adapt such code.

3. Specific Prohibited Uses.
The features of BBE.com may be used only for lawful purposes by individuals seeking part-time or temporary employment, or consulting engagements, and information, and employers seeking part-time, temporary, or consulting individuals.

BBE.com specifically prohibits any other use of BBE.com, and all Executives agree not to do any of the following: (a) submit resumes or content that contain hyperlinks, "hidden" keywords or keywords that are irrelevant or otherwise misleading; (b) submit to BBE any incomplete, false or inaccurate biographical information or information which is not your own; (c) send unsolicited mail or e-mail, make unsolicited phone calls or send unsolicited faxes regarding promotions and/or advertising of products or services to an Customer of BBE.com; (d) decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the BBE Site; (e) aggregate, copy or duplicate in any manner any of the BBE Content or information available, without express written consent from BBE; or (f) frame or link to any BBE Content or information available from the BBE Site.

4. User Content and Submissions.
Executive is solely responsible for the resume information that you submit to BBE.com. Executive agrees that in submitting Resume Content or otherwise using any BBE.com Site that you will not impersonate any person, or submit any materials to BBE that are false, inaccurate, misleading, unlawful, or are otherwise in violation of your obligations under these Terms.

By submitting resume Content to BBE.com, Executive automatically grants to BBE and its affiliates an irrevocable, royalty-free, perpetual, fully paid non-exclusive right (including moral rights) and worldwide license to use, copy, reproduce, modify, adapt, publish, translate, communicate to the public, perform, display, and distribute such Resume Content (in whole or in part) and to prepare derivative works of, or incorporate into other works (in any form, media or technology now known or later developed, for the full term of any rights that may exist in such content) such Resume Content, and to grant and authorize sublicenses thereof (through multiple tiers).

Executive also represents and warrants that Executive has the right to grant or that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to Executive the right to grant, the license stated above. If Executive’s resume is accepted and posted in the Resume database of BBE.com, Executive also permits any Customer to access, display, view, store and reproduce such Resume Content for personal use.

BBE acts as a passive conduit for the online distribution and publication of Executive Content. BBE may review and remove any Executive resume that, in its sole judgment, violates these Terms, violates applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of, Customers of BBE.com. BBE reserves the right to expel Executives and prevent their further access to the BBE.com Sites for violating the Terms or applicable laws, rules or regulations. BBE may take any action with respect to Resume Content that it deems necessary or appropriate in its sole discretion if it believes that such resume Content could create liability for BBE, damage BBE’s brand or public image, or cause BBE to lose (in whole or in part) the services of its ISPs or other suppliers.

BBE does not represent or guarantee the truthfulness, accuracy, or reliability of any Content or any other communications Customers or endorse any opinions expressed by Customers. Executive acknowledges that any reliance on material provided by customers will be at your own risk.

Any Resume that Executive submits must describe Executive, an individual person. Examples of inappropriate and prohibited Resumes include, but are not limited to, resumes that purport to represent an animal, place, inanimate object, fictional character, or real individual that is not the Executive.

5. BBE's Liability.
BBE.com acts as a venue for employers to search Executive abstracts and resumes and does not screen or censor Customers. BBE is not involved in the actual delivery of work product between Customer and Executive. As a result, BBE has no control over Customer, the quality, safety or legality of the opportunities and BBE makes no representations about any opportunities available from Customer. BBE may take any action with respect to Customer that it deems necessary or appropriate in its sole discretion if it believes that such Customer could create liability for BBE, damage BBE’s brand or public image, or cause BBE to lose (in whole or in part) the services of its ISPs or other suppliers.

In addition, note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses. Executive assumes all risks associated with dealing with Customer with whom Executive comes in contact through BBE.com.

Because Customer authentication on the Internet is difficult, BBE cannot and does not confirm that each Customer is who they claim to be. Because BBE does not and cannot be involved in Customer-to-Customer dealings or control the behavior of participants on the BBE Site, in the event that Executive has a dispute with one or more Customers, Executive releases BBE (and our agents and employees) from claims, demands and damages (actual and consequential and direct and indirect and punitive and/or exemplary) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

If Executive is a California resident, Executive waives California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

The BBE Sites and content may contain inaccuracies or typographical errors. BBE makes no representations about the accuracy, reliability, completeness, or timeliness of any BBE Site or BBE Content. The use of BBE.com is at your own risk. Changes are periodically made to BBE.com and may be made at any time. Executives acknowledges and agrees that Executive is solely responsible for the form, content and accuracy of any resume or material contained therein placed by Executive on BBE.com. BBE is not to be considered to be an employer with respect to your use of BBE.com and BBE shall not be responsible for any employment decisions, for whatever reason, made by any entity posting a resume on BBE.com.

BBE cannot guarantee and does not promise any specific results from use of BBE.com. No advice or information, whether oral or written, obtained by an employee of BBE or through or from BBE.com shall create any warranty not expressly stated herein.

6. Disclaimer of Warranty.
BBE DOES NOT WARRANT THAT BBE WILL OPERATE ERROR-FREE OR THAT BBE.COM AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF EXECUTIVE USE OF BBE.COM OR THE BBE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, BBE IS NOT RESPONSIBLE FOR THOSE COSTS. THE BBE.COM SITE AND BBE CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. BBE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. BBE MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE BBE CONTENT, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

7. Disclaimer of Consequential Damages.
IN NO EVENT SHALL BBE, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON BBE.COM BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, PUNITIVE OR EXEMPLARY) RESULTING FROM THE USE OR INABILITY TO USE BBE.COM AND THE BBE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BBE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Limitation of Liability.
BBE'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE BBE SITE OR YOUR USE OF THE BBE CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED $100.

9. Links to Other Sites.
BBE.com may contain links to third party Web sites. These links are provided solely as a convenience to Executive and not as an endorsement by BBE of the contents on such third-party Web sites. BBE 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 Executive decides to access linked third-party Web sites, Executive does so at their own risk.

10. No Resale or Unauthorized Commercial Use.
Executive agrees not to resell or assign your rights or obligations under these Terms. You also agree not to make any unauthorized commercial use of the BBE Site.

11. Indemnity.
Executive agrees to defend, indemnify, and hold harmless BBE, its affiliates, and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) any resume content or other material Executive provides to BBE, (ii) Executive use of any BBE Content, or (iii) Executive breach of the terms of these Terms. BBE shall provide notice to Executive promptly of any such claim, suit, or proceeding.

12. General.
BBE makes no claims that the BBE Content may be lawfully viewed or accessed outside of the United States. Access to the BBE Content may not be legal by certain persons or in certain countries. If Executive accesses BBE.com from outside of the United States, Executive does so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms are governed by the internal substantive laws of the State of New York, 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 within/for Binghamton, New York. If any provision(s) of these Terms are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. In addition, BBE’s failure to enforce any term of these Terms shall not be deemed as a waiver of such term or otherwise affect BBE’s ability to enforce such term at any point in the future. Except as expressly provided in an additional agreement, additional Terms for certain areas of BBE.com, a particular "Legal Notice," or software license or material on particular BBE.com pages, these Terms constitute the entire agreement between Executive and BBE with respect to the use of BBE.com. No changes to these Terms shall be made except by a revised posting on this page.

13. Term and Termination
These Terms will remain in full force and effect, while Executive is a User of BBE.com at any level. BBE reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to removal of your resume Content from BBE.com and immediate termination of your registration with or ability to access BBE.com, upon any breach by Executive of these Terms or if BBE is unable to verify or authenticate any information Executive submits to BBE.com. Even after Executive is no longer a User of BBE.com, certain provisions of these Terms will remain in effect.

14. Satisfaction Guarantee
By submitting its Resume to BBE, Executive specifically agrees to take on the risk of the Satisfaction Guarantee that is provided to the Customer, if Executive is hired by a Customer. That Customer Guarantee states as follows: If the Customer, at any time, is not satisfied with the services of the Executive, then the Customer can terminate the working relationship with the Executive.

15. Invoicing and Payment
EXECUTIVE UNDERSTANDS AND AGREES THAT ALL INVOICING AND PAYMENT (INCLUDING INVOICING AND PAYMENT FOR ANY CHANGES MADE BETWEEN CUSTOMER AND EXECUTIVE FROM THE ORIGINAL CONSULTING AGREEMENT) SHALL BE HANDLED THROUGH BBE AND THAT BBE SHALL RECEIVE A FEE OF 20% OF THE EXECUTIVE’S HOURLY COMPENSATION AND 10% OF THE PER DIEM FEE WHERE BBE HAS PROVIDE ADMINISTRATIVE SUPPORT FOR TRAVEL, LODGING, ETC. EXECUTIVE SHALL PROVIDE COPIES TO BBE OF ALL HOURLY BILLINGS AND COSTS WITHIN FIVE DAYS AFTER THE END OF THE MONTH IN WHICH THE SERVICES WERE RENDERED (AND/OR IN WHICH THE EXPENSES WERE INCURRED) AND BBE SHALL INVOICE THE CUSTOMER FOR AND ON BEHALF OF EXECUTIVE). PAYMENT OF EXECUTIVE’S FEES AND REIMBURSEMENT OF EXECUTIVE’S EXPENSES (LESS THE BBE FEE) SHALL BE MADE DIRECTLY TO THE EXECUTIVE BY THE CUSTOMER.

THE EXECUTIVE AGREES THAT NO SIDE TRANSACTIONS ARE ALLOWED. ANY ADDITIONAL WORK BEYOND THAT INCLUDED IN THE STATEMENT OF WORK MUST FLOW THROUGH BBE AND BE SUBJECT TO THE CHANGE ORDER PROCESS.

THE EXECUTIVE IS SOLELY RESPONSIBLE FOR ALL APPLICABLE INCOME TAXES ASSOCIATED WITH EXECUTIVE’S COMPENSATION.

16. Executive Agreements
Executive agrees that it shall not provide any services to the Customer(s), other than through this agreement, for a period of 12 months after completion of any services provided to a Customer(s) pursuant to this agreement.

17. No Employment Relationship
Executive specifically agrees that Executive is and shall not be an employee/Independent Contractor of BBE; and Executive agrees that there is no express or implied employment and/or independent Contractor arrangement/relationship between BBE and Executive. Executive and BBE acknowledge and agree that Executive is intended to and shall be an Independent Contractor of the Customer.

18. Income Taxes
Executive shall be responsible for income taxes on all payments received from the Customer. BBE shall be responsible for any taxes on the fees BBE receives hereunder.

These Terms constitute a binding agreement between Executive and BBE, and is accepted by Executive upon your use of the BBE Site.