UInclude Terms of Use

Revised: March 1, 2023

1. Introduction.

Welcome to UInclude. By creating an account or otherwise using the Services (as defined below) in any manner, you are entering into a legally binding agreement with UInclude, as set forth in these Terms of Use (“Terms”). These Terms also include our Privacy Policy which is incorporated by reference. You must be at least 13 years of age to use the Services. If you are under 13 years of age, you may not, under any circumstances or for any reason, use the Services. The Services are not targeted to or meant for anyone who has not reached 13 years of age and we will not knowingly collect information from anyone under the age of 13. If the applicable law in the country or state in which you are using the Services requires that you to be older than 13 to use the Services, then you must be at least the minimum age legally defined for such country or state in order to use the Services.

2. Services.

The “Services” collectively include the “Website” (meaning www.uinclude.com and including all webpages, subdomains, and any successor or affiliated websites), emails, newsletters, and other communications, user customer and employer accounts, job application services, Coach Connect Services, Content, any other products or services offered by UInclude, and any other services that state they are governed by these Terms. “Content” means any and all text, articles, images, videos, graphics, software, music, audio, information, or other materials appearing on the Website, including, without limitation, information about employers, career resources, advice, questions, answers, or other content, whether created or posted by you, UInclude, a third party, or any other user.

3. Modifications.

We may update these Terms from time to time. We will give you notice of the changes by posting an updated version of these Terms online, updating the “Revised” date above, or by emailing you at an email address you have provided. Changes to these Terms will be effective as of the date we post them or otherwise notify you of them, unless we specify a different effective date when we make a particular change. Your continued use of the Services will constitute your acceptance of the changes. If you do not agree to a change, you must stop using the Services.

We may modify, add to, suspend, or discontinue the Services or certain features of the Services, or remove any Content at any time for any reason, without prior notice to you. Unless expressly stated otherwise, any new feature that augments, enhances, or otherwise modifies the Services is subject to these Terms

4. Accounts.

While you are not required to provide your personal information to us, unless you create an account with us (a “UInclude Account”) and give us certain personal information, we may not be able to provide you with access to, or use of, some of the Services. If you choose not to create or continue to maintain a UInclude Account, you may still access certain features as a visitor to our Website. Your access and use of the Services, whether as a visitor or as a UInclude Account holder, is subject to these Terms. By creating an Account and purchasing our Services, you grant us permission to display your employer’s brand logo on UInclude’s website.

Your UInclude Account is for your personal, non-commercial use only and you must provide complete and accurate information when creating a UInclude Account. You are responsible for maintaining the confidentiality and security of your account information, including any usernames or passwords, and are solely responsible for the activity that occurs on your UInclude Account. You may not create an account for someone else or allow someone else to use your UInclude Account. You agree to notify us immediately of any actual or suspected unauthorized access to or use of your username or password or any breach of security related to your UInclude Account. If your UInclude Account has been canceled by us, or you have been removed or otherwise blocked from the Website due to a violation of our Code of Conduct or for any other reason, you may not continue to use the Services.

You may cancel your UInclude Account at any time by sending an email to [email protected] or doing so via the website. If your UInclude Account is canceled, we have no obligation to maintain, delete or return to you any Content or personal information data you have posted through your use of the Services unless you specifically request such deletion in accordance with our Privacy Policy and have a legitimate right to such deletion under applicable law.

Roll over / Termination

If the client cancels the service before the end of the term (monthly or yearly), via email or through the website, their cancellation will take effect at the end of the paid term. Cancellations for yearly subscriptions must arrive at the latest 30 days before the renewal of the yearly term, e.g. the cancellation period is 30 days. Their cancellation will take effect at the end of that yearly term.

If a client does not cancel within the cancellation period, their cancellation will only take effect at the end of the next yearly term.

The responsibility of timely cancellation lies in the hands of the client. UInclude bears no liability for belated cancellation. In case of belated cancellation no refunds are provided and the service continues automatically.

After cancellation takes effect, the client will no longer have access to their account and all information contained therein may be deleted by UInclude. UInclude accepts no liability for such deleted information or content. The client will not be charged for any further term after the cancellation takes effect.

5. Paid Services.

The Services include a variety of products and services that are free to use (“Free Services”), as well as certain products and services that require payment (“Paid Services”). We reserve the right to charge for Free Services or change the price for Paid Services, at any time. If you purchase any of our Paid Services, you agree to pay us any applicable fees and taxes and you agree to any additional terms that may apply. You hereby authorize the collection of such amounts either directly by UInclude or indirectly via a third-party payment processor. Failure to pay these fees will result in the termination of the applicable Paid Service. If you are directed to a third-party payment processor, you may be subject to terms and conditions governing the use of that third-party’s service and that third-party’s personal information collection practices.

Please note that UInclude is not liable for any bank fees, foreign exchange fees, or differences in prices based on geographic location. UInclude or its third-party payment processor may store and continue billing your payment method in order to charge you for other Paid Services you may buy.

6. Subscription Billing.

• Payment. All payments are processed and all dates and times are recorded in UTC (Coordinated Universal Time). As a result, the processed date may be different from your local time zone.
• Canceling before auto-renewal. When you cancel your subscription to avoid auto-renewal, you will continue to have access to all the features associated with your paid plan until the end of your current billing period. When the billing period ends, your subscription will be automatically canceled.
• Billing Cycle. A billing cycle is defined as the time between the end of one billing date to the next billing date.
  You’ll have an “anchor date”, which is the day that your first subscription was made. Your subscription is renewed on every anchor date of a new month. For example, a monthly subscription set to cycle on the 2nd of the month will always be billed on the 2nd.
  If a month doesn’t have the anchor day, the subscription will be billed on the last day of the month. For example, a subscription starting on January 31 bills on February 28 (or February 29 in a leap year), then March 31, April 30, and so on.
• Prorated billing for upgrading your Plan subscription. If you pay for a plan and later decide to upgrade to a Standard or Pro plan, our payment processing system will calculate the prorated payment amount by taking the difference between the cost of the two plans. A prorated credit for the unused proportion on the current subscription will be automatically applied so that you only pay the difference.
  Example: If you paid $100 for the monthly Standard plan and decide to upgrade to a monthly Pro plan on the same day, our payment processing system will calculate the difference between the cost of the two plans, i.e., $100-$199, and ask you to pay the extra $99 at checkout
• Prorated billing for downgrading your Plan subscription. If you pay for a plan and later decide to downgrade to Standard or Basic plan, our payment processing system will assign you the prorated amount of credits equal to the difference between the cost of the two plans. UInclude will only charge you a prorated amount the next time you are billed for your new plan.
  Example: If you paid $199 for the monthly Pro plan and decide to downgrade to a monthly Standard plan on the same day, UInclude will calculate the difference between the cost of the two plans, i.e., $199-$100, and assign you $99 in credits. This means that your next month's invoice will be $99 lower, provided that you don't make other changes to your subscription plan, and you will only be charged $100.
• Prorated billing for upgrading your billing period subscription. If you decide to switch your billing period from monthly to yearly - our payment processing system will calculate the prorated payment amount based on the difference between the cost of the two billing periods. A prorated credit for the unused proportion on the current subscription will be automatically applied so that you only pay the difference.
  Example: If you paid $100 for the monthly Standard plan and decide to upgrade to a yearly Standard plan on the same day, UInclude will calculate the difference between the cost of the two billing periods, i.e., $100-$840, and ask you to pay only the extra $740 in at the checkout.
• Prorated billing for downgrading your billing period subscription. If you decide to switch your billing period from yearly to monthly - our payment processing system will assign you the prorated amount of credits equal to the difference between the cost of the two billing periods. UInclude only charges you a prorated amount the next time you are billed for your new plan.
  Example: If you paid $840 for the yearly Standard plan and decide to downgrade to a monthly Standard plan on the same day, UInclude will calculate the difference between the cost of the two billing periods, i.e., $840-$100, and assign you $740 in credits. This means that your next month's invoice will be $0 provided that you don't make other changes to your subscription plan. The payment will be deducted from your UInclude credits and not from your connected credit card.
*Note: the exact amount you are given in credits or the surplus you are asked to pay depends on how far into your current billing period you are. This calculation is done automatically via our payment processing system. If you have any questions regarding your billing, please contact us at [email protected] for assistance.

7. Content; Licenses.

• Your Content. Our Service allows you to post and otherwise make available certain information, text or other material (“Content”). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness. By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. However, by posting Content using the Service you grant us the right and license to use, modify, perform, display, reproduce, and distribute such Content on and through the Service.
• UInclude Content. The Website and Services also contain Content posted by UInclude and our licensors (“UInclude Content”). We and our licensors retain all right, title and interest in and to such UInclude Content, including all associated intellectual property rights, including, without limitation, copyrights, trademarks, trade names, trade dress, logos, patents, know-how, trade secrets, instructions, and all other proprietary information. Subject to your compliance with these Terms, UInclude grants you a revocable, limited, non-exclusive, non-transferable license, to access and view any UInclude Content solely for your personal and non-commercial purposes. You agree not to sublicense, copy, distribute, display, disseminate, reproduce, or otherwise exploit any UInclude Content or Services without our prior written permission, regardless of whether it is created or owned by UInclude or a licensor to UInclude.
• Trademarks. The trademarks, logos, trade names, and service marks, whether registered or unregistered (“Trademarks”) displayed on the Website are Trademarks of UInclude and its third-party licensors. Display or use of any Trademarks on the Website or in the Services shall not be construed as granting, by implication or otherwise, any license or right to use any Trademark without the prior written permission of UInclude or such third-party. You also agree not to use our trade dress, or copy the look and feel of the Website or its design.
• Disclosure of Content. We reserve the right to access, read, preserve, and disclose any Content or information in accordance with our Privacy Policy.

8. Links to Third-Party Sites.

The Website may direct you to third-party websites that are not owned or maintained by UInclude. We are not responsible for your use of such third-party websites and we make no representations whatsoever concerning the content or accuracy of, opinions expressed in, or other links provided by such websites. The inclusion of any such link to a third-party website does not imply any association between us and their operators. Your use of any third-party websites is governed by the terms of such third-party websites and not by these Terms.

9. Code of Conduct.

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Services. In connection with your use of the Services, you agree that you will not:
• Violate any local, state, provincial, national, or other law or regulation, or any order of a court.
• Run any bots, spiders, scrapers, web crawlers, indexing agents, or other software to aggregate or browse our Services, including, without limitation, Employer or Customer accounts or profiles, or otherwise interfere with or circumvent the integrity of the Website or Services.
• Introduce any viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software to the Website or Services or transmit any other computer programming routines that may damage, interfere with, or surreptitiously intercept any data, or personal information.
• Use the Services to transmit, distribute, post, or submit any confidential information concerning any other person or entity.
• Stalk or harass, interfere with, or disrupt the access of any user of the Services, or collect or store any personally identifiable information about any other user without explicit consent from the user.
• Defame, defraud, mislead, or impersonate any person or entity, or otherwise misrepresent yourself or your affiliation with any person or entity.
• Post false information, including, without limitation, in respect of a job, company, or your own credentials.
• Infringe, violate, or otherwise interfere with any copyright, trademark, or other intellectual property rights of another party.
• Act in any manner which, in our sole discretion, is objectionable, interferes with the proper working of the Services, or which may affect our reputation in any way.

10. Disclaimers.

The disclaimers in this section apply to the maximum extent allowable under applicable law.

You are solely responsible for your use of the Services and we are not responsible for the activities, omissions, or other conduct, whether online or offline, of any other user. You are solely responsible for ensuring that your use of the Services is in compliance with all laws, rules, and regulations applicable to you. We make no representations concerning any Content contained in or accessed through the Services.

The Services are provided “as is” and without warranty of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, accuracy, or non-infringement, all of which are expressly disclaimed. UInclude does not warrant that: (a) the Services will be secure or available at any particular time or location; (b) the Services will function without errors; (c) any defects or errors will be corrected; (d) any Content or software available through the Services is free of viruses or other harmful components; and (e) the results of using or relying on any Content or Services or advice contained therein will meet your requirements or produce desired results. Your use of, or reliance on, the Services or any Content is solely at your own risk.

11. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UINCLUDE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, OR REPUTATION ARISING FROM YOUR USE OF THE WEBSITE, CONTENT, OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, YOU AGREE THAT IN NO EVENT SHALL THE AGGREGATE LIABILITY OF UINCLUDE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

12. Indemnification.

You agree to indemnify, defend and hold harmless UInclude, its affiliates and each of their respective principals, shareholders, agents, officers, directors, consultants, and employees from or against third-party claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses arising from or relating to any third-party claim, suit, action or proceeding arising out of or related to your use or purchase of the Services, your violation of the rights of any third-party or person, or your breach of these Terms or any representation or warranty contained herein. UInclude reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify UInclude, and you agree to cooperate with UInclude’s defense of these claims. UInclude will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

13. Dispute Resolution.

You agree that the laws of the State of California, USA, excluding its conflict of laws rules, shall exclusively govern any dispute relating to these Terms and/or the Services.

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH THE UINCLUDE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM UINCLUDE. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.

You and UInclude agree to arbitrate any dispute arising from these Terms or your purchase or use of the Services, except that you and UInclude are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.

You and UInclude agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to UInclude shall be sent by email to [email protected]. You and UInclude further agree: to attempt informal resolution prior to any demand for arbitration; that any arbitration will occur in Los Angeles, California; that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and that the state or federal courts in Los Angeles, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court.

Whether the dispute is heard in arbitration or in court, you and UInclude will not commence against the other a class action, class arbitration, or other representative action or proceeding.

14. Miscellaneous.

These Terms, together with the Privacy Policy, and any other legal notices published on the Website, shall constitute the entire agreement between you and UInclude concerning your use of the Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by UInclude at any time without restriction. If any provision of these Terms is deemed invalid by a court of 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. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, UInclude shall have the sole right to elect which provision remains in force. No waiver of any one provision set forth in these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and UInclude’s failure to assert or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision.

Any inquiries about your rights under these Terms, or any matters regarding your privacy, can be directed to [email protected].