These Terms of Use (“Terms”) govern access to and the use of www.interimexecs.com (the “Website”),  online services, and products (collectively, the “Sites or Services”) of InterimExecs, LLC, a Delaware limited liability company, d/b/a Interim Execs and Association of Interim Executives (referred to collectively as “IE”, the “Association”, “we”, “our”, or “us”), by our users and visitors (“you”, “your”, or “User”), however such Sites or Services are accessed, including any content, functionality, products and services, information about our products and services, and other tools offered. “User” shall include “Companies” and “Interim Executives”, whether in the singular or plural, as those terms are defined herein. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Privacy Policy which is incorporated herein by reference.

The IE Sites and Services are offered to you subject to your affirmative and unequivocal acceptance, without modification, of all of the Terms in their entirety. When accepted by you, these Terms and the Privacy Policy form a legally binding contract between you and IE. If you are entering into these Terms on behalf of an entity, you represent that you have the legal authority to bind that entity.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, POSTING OR DOWNLOADING CONTENT, AND/OR OTHERWISE USING THE IE SITES OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE IE SITES OR SERVICES.

Once accepted, these Terms remain effective until terminated as provided for herein.

We reserve the right to modify or change these Terms after providing notice to you. The form of such notice is at our discretion. For more information, please see Section 16 below.

We may, in our sole discretion, elect to suspend or terminate access to, or use of, IE’s Sites and Services by anyone who violates these Terms.

The official language used by IE is English; in the event of a conflict between the English language version of this document and any version translated into any other language, the English language version shall prevail.

1. Contact Information/Designated Agent

If you have any questions or comments or seek any additional information regarding IE, please e-mail info@interimexecs.com or via post at:

Designated Agent
110 W Superior St
Suite 703
Chicago Il 60654

Inquiries or other correspondence for the Designated Agent with respect to the Digital Millennium Copyright Act should be sent to the above mailing and/or electronic address.

2. Services

A. Placement of Interim Executives

Entities, including companies, corporate boards, management teams, venture capital and private equity funds, government entities, and others (collectively, “Companies”) in need of interim help contact IE to assist with locating, assessing, recommending, and engaging executives, fractional or project executives, advisors, consultants and board members (“Interim Executives”), and to assist in the formation of spinoffs and new entities. IE may make referrals to prospective Interim Executives regarding these positions if and when appropriate. While a referral is not guaranteed, before any introductions are made, prospective Interim Executives must first review and sign IE’s Interim Executive Confidentiality and Representation Agreement. In no event is a prospective Interim Executive bound or obligated to accept introductions, referrals, or work introduced by IE. If you have any questions about this, you can contact us at info@interimexecs.com or call 847-849-2800.

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

• provides a forum for Interim Executives to post their credentials and for persons and Companies to search for Interim Executives with particular areas of expertise who might be able to provide a beneficial or necessary service or role;
• is not responsible for any of the content generated or posted by Users, including Interim Executives, including the accuracy or completeness of any information contained in an online or offline profile, biography, statistic, article, blog post, tweet, status update, resume, or CV;
• does not screen, or assume any responsibility for any information provided by, any of the Companies, and an Interim Executive is solely responsible for ensuring that the terms of any engagement with a Company satisfies the Interim Executive’s criteria;
• is not responsible for any decisions made by Interim Executives and the Companies with respect to the engagements of any Interim Executives contacted through IE; and
• does not endorse any Interim Executive or Company or guarantee that an engagement will occur or be successful.

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

B. Advisory Services

IE serves as a private advisor to Companies to assist with locating, assessing, recommending and engaging Interim Executives.

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

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

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

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

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

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

3. Your Use of IE’s Sites and Services

Access to IE’s Sites and Services is determined in our sole discretion. If your access is disabled, you will be advised of this when attempting to access IE’s Sites and Services, or by some other notice from us, as determined in our sole discretion.

We reserve the right to restrict or deny access to some or all parts of IE’s Sites and Services without notice.

You represent that you are over the age of 18 and have not been previously suspended or denied access to IE’s Sites and Services.

You represent that you have read and agree to our Privacy Policy, including your agreement not to scrape, attempt to scrape, or collect en masse any contact information regarding other Users. You represent that your sole purpose in using IE’s Sites and Services is for the legitimate, targeted, and focused need (a) if you are an individual, to identify a position appropriate for you as a prospective Interim Executive, or (b) if you are a Company, to find executive talent specific to a particular need or company and not for purposes of mass or indiscriminate e-mailing, marketing, or database collection or other purpose not intended by IE.

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

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

4. Your Personal Information and Privacy

You agree to comply with the terms of our Privacy Policy and acknowledge that you have reviewed, and will periodically review, updates to our Privacy Policy. Any Personal Data that you provide via our Services will be governed by our Privacy Policy.

5. Digital Millennium Copyright Act

The following policy has been adopted pursuant to the Digital Millennium Copyright Act (found at http://lcweb.loc.gov/copyright/legislation/dmca.pdf):

The address of the Designated Agent can be found above in Section 1. If you believe that content or material provided through the Sites or Services infringes a copyright, please send a notice containing the following information to the Designated Agent:

(i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) identification of the material claimed to have been infringed or, if multiple works, a representative list of such works;

(iii) identification of the material that is claimed to be infringing or the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

(iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;

(v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

6. Our Intellectual Property Rights

The Sites and Services, including related websites, webpages, newsletters, and other content and media are the property of IE, and all content or applications displayed or otherwise accessible through A\IE, except for original content submitted by a User, are owned by IE and protected under applicable U.S. and foreign copyright, trademark, trade dress, trade secret, and other intellectual property laws. All rights in photographic images, illustrations, and video footage are reserved by us.

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

Unless you have been specifically permitted to do so in a separate written agreement with IE, nothing in these Terms gives you a right to use any of IE’s trademarks, service marks, logos, or any other distinctive brand features.

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

You agree you will not use an automated program (including, without limitation, any web-crawling or screen-scraping software, or any equivalent technology or techniques), to access IE’s Sites or Services for the purpose of collecting, obtaining, and/or accumulating (or other similar activity) data or content from IE’s Website. Any such use of an automated program is prohibited and shall be a breach of these Terms.

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

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

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

7. IE Sites and Services

You are granted the right to access, view, use, link to, tweet, blog, and, in some cases, download IE content with proper attribution to IE and/or the contributing Users. You are granted this access and permission provided IE’s Sites and Services are used only as permitted.

In the case of applications, content, or Services made available for download and/or completion online, you will be granted a non-exclusive, non-transferable, revocable, and limited license for “individual use”. “Individual Use” means: (a) personal use; and (b) your one-on-one use between you and your respective clients, media outlets, partners, and affiliates. Additional terms may amend this license.

This Individual Use license does not grant you any rights or ownership in or to IE, or in any intellectual property rights embodied in the Sites or Services.

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

8. Website Content

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

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

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

You promise that with respect to any content you submit, post or display on IE’s Sites and Services, you have the right to post such content. You agree that you are solely responsible for protecting and enforcing any rights you may have in the content you create, transmit, or display, and IE has no obligation to do so on your behalf. IE reserves the right to remove any content at any time but has no obligation to do so.

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

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

9. No Warranties

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

SITES, Services, content, and functionality are provided on an “as is”, “as available” basis without express or implied warranty, guaranty, or condition of any kind. You use IE’s Sites and Services at your own risk. To the fullest extent permitted by applicable law, IE, on behalf of itself, its affiliates, owners, and third parties, disclaims all warranties, whether express, implied, or statutory, and you agree to these conditions. Neither IE nor its affiliates, owners, or third parties warrant that IE’s Sites and Services are free of malware or other harmful components. In addition, IE makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any third-party applications (or the content thereof), user content, or any other product or service advertised or offered by a third party on or through IE’s Sites and Services or any hyperlinked website. You understand that IE is not responsible or liable for any transaction between you and third-party providers of third-party applications, products, or services advertised on or through IE’s Sites and Services.

While IE endeavors to provide the best service we can, IE does not represent or warrant that content or Services will be available or meet your requirements, that access will be uninterrupted, that there will be no delays or failures, that no viruses or other contaminating properties will be transmitted, or that no damage will occur to your computer system.

In no event shall IE be liable for any damages resulting from loss of use, data, or profits arising out of or in connection with the use or performance of information available via IE’s Sites and Services.

10. Applicable Law

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

If any part of the Engagement Agreements, including these Terms of Use and our Privacy Policy, is determined to be void, invalid or unenforceable, the remaining parts will not be affected and will remain in full force and effect.

These Terms constitute a legal agreement between you and IE and govern your use of IE’s Sites and Services, excluding any services that IE may provide to you under a separate written agreement.

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

IE’s Sites and Services and these Terms will be governed by and construed in accordance with the laws of the United States applicable in the State of Illinois. By accessing or using IE’s Sites and Services you expressly submit to the exclusive jurisdiction of the courts located in Cook County, Illinois, including the Circuit Court of Cook County and the Federal District Court for the Northern District of Illinois.

11. Limitation of Liability

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

12. Limitation of Association Liability.

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

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

13. Resolution of Disputes.

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The laws of the State of Illinois shall apply. The arbitration hearing shall take place in Chicago, Illinois, before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

To the extent any representative of IE or any Interim Executive shall be required to participate in any arbitration in connection with the Agreements, Company shall compensate such representative or Interim Executive for all time spent in connection with such proceeding at their respective then-hourly rates.

14. Attorneys’ Fees, Costs, and Expenses.

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

15. GDPR

Pursuant to the terms of the European Union’s General Data Protection Regulation (“GDPR”) (EU Regulation 2016/679), where IE, either alone or jointly, determines the purposes and means of the processing of Personal Data, controls the data, and is responsible for it, and does so with respect to Data Subjects who are physically located in the European Union, IE is a Controller. As a Controller, IE is bound by the provisions of the GDPR and agrees to comply with those provisions when in possession of such Personal Data.

16. Acceptance of and Modifications to These Terms

We assume that all Users have read this document and agree to its content. If you do not agree with these Terms, you should refrain from using our Sites and Services.

These Terms may change from time to time. If we modify our Terms, we will notify you and post the revised statement here, with an updated revision date. If you do not agree to any changes to these Terms of Use after receipt of notice, you shall discontinue your use of the Sites and Services.

17. Termination

IE reserves the right to refuse to permit your access or to terminate your access to any of the IE Sites or Services at any time in its sole discretion. Such termination may result from a violation of the Terms or other referenced agreements, unauthorized use or reproduction of any publication or information, or any or no reason, all determined in IE’s sole discretion. All provisions of these Terms shall survive termination including, without limitation, ownership provisions, warranty disclaimers, indemnities, and limitations of liability.

18. Contact Information

If you have any questions regarding these Terms or any of your Agreements with IE, please contact us at info@interimexecs.com or 847-849-2800.

Updated: July 2022

©2022 InterimExecs, LLC