Join Prometheus Partners Inc. Client Terms & Conditions

1. PURPOSE OF PROMETHEUS

 

Prometheus provides a service (the “Services”) through which non-profit organizations connect with pro bono technology students or professionals (“Talent”) (independently or via their employers and educational institutions (each employer or educational institution is a “Partner”)) to match clients’ needs with Talent skills and abilities to conduct mutually agreed upon pro bono technology projects for the benefit of the clients and any learning and development goals of the Partner and Talent if applicable (each a “Project”).

 

2. SCOPE OF PRO BONO SERVICES

 

The scope of each Project to be conducted for Client will be mutually agreed upon in writing by (i) Client and a Partner and Talent or (ii) by Client and Talent if the relevant Talent is not associated with a Partner, including the type of services to be performed, expected timeline and any deliverables (the “Pro Bono Services”). 

 

3. CLIENT RELATIONSHIP TO PROMETHEUS

 

Prometheus does not guarantee that you will connect with any Talent as a result of using our Services.  While Prometheus will attempt to locate Talent that has the requisite skillset for your proposed Project and facilitate positive outcomes, Client will have sole discretion and responsibility to accept Pro Bono Services from Talent, manage the Project and elect whether or not to use any Deliverables (as defined in Section 6 below) resulting from Pro Bono Services. Even if Prometheus assists in any aspect of the Project, including without limitation, project management and providing any direct technology services, you acknowledge and agree that Prometheus does not direct and is not involved in or responsible for any work performed by Partner and/or Talent or for the results of any Project or Pro Bono Services, and Prometheus does not exercise any control over any Partner or Talent.  Prometheus does not guarantee that a Partner and/or Talent will perform the Pro Bono Services to your satisfaction or that the Project will meet your expectations or needs.  

 

4. CLIENT RELATIONSHIP TO TALENT

 

In connection with their participation in the Prometheus, Partners and Talent agree to donate Pro Bono Services to support Client’s Project. Talent are not your employees or interns and are not eligible for benefits, including compensation. You acknowledge and agree that Talent are volunteers at Client’s organization and are not Prometheus volunteers. Pro Bono Services are provided at will, and you or Talent may terminate Pro Bono services at any time upon written notice to Prometheus.  In the event of such termination, if Client desires, Prometheus shall, in its discretion, attempt to find an alternate Partner and/or Talent to complete the Project.  

 

5. CONFLICT OF INTEREST 

 

In order to avoid an actual or perceived conflict of interest, you agree to refrain from offering Board membership or paid employment to Talent while they are providing Pro Bono Services to you.  After completion of Pro Bono Services on a Project, you are free to extend such offers to Talent.

 

6. INTELLECTUAL PROPERTY

 

Prometheus informs Partners and Talent that all work product and deliverables created for or delivered to Client by Partner or Talent in connection with the Project (the “Deliverables”) are for the benefit of the Client. Certain usage rights are covered in the Statement of Work; however, should Client, Partner and/or Talent wish to further document Client’s rights in the Deliverables, they are free to agree to different or additional terms for the Project. Prometheus provides a model Intellectual Property Agreement with sample possible terms. This model Intellectual Property Agreement shall not be construed as legal advice. For the avoidance of doubt, Prometheus is not a party to the model Intellectual Property Agreement or any other terms which Client, Partner and/or Talent may enter into directly.

 

Without limiting the foregoing, you agree that Prometheus may use Project feedback, stories, limited portions of deliverables, learnings, and content for its charitable and educational purposes, including case studies and promotional uses.

 

7. CLIENT REPRESENTATIONS& WARRANTIES

 

In accepting these Client Terms, Client represents and warrants that (i) it is a 501(c)(3) tax-exempt organization OR is a nonprofit organization duly authorized under state law operating in the United States;  (ii) the person accepting the Client Terms on behalf of Client is authorized to do so; (iii) it shall comply with all relevant laws and regulations in accessing and using the Services and the Pro Bono Services, including without limitation, those law and regulations related to discrimination and harassment; (iv) it will make Client personnel available and timely review all deliverable and reply to all reasonable inquiries so that the Project can be conducted in accordance with the time frame set forth in the Statement of Work.  

 

8. FEES AND PAYMENT  

 

In consideration for the Services, Client's shall pay Prometheus a yearly service fee of $250 (the “Service Fee”).  Prometheus shall invoice Client for the Service Fee upon the validation of the Clients account validation at (the “Fee Date”), and the Service Fee will cover all Projects and related activities conducted for one year from the Fee Date. Electronic payment is prompted in account validation, and is due upon receipt.

 

9. PROMETHEUS PLATFORM TERMS OF USE

 

In connection with the Services, Client may use the Prometheus Platform located at www.app.joinprometheus.org to facilitate Projects with Talent and track and complete Projects.  Client acknowledges and agrees that all use of the Prometheus Platform is subject to the Terms of Use. Each person affiliated with Client who uses the Prometheus Platform will be required to create a user account and to individually consent to the Terms of Use.   

 

10. CONFIDENTIALITY

 

Each of Client and Prometheus may have access to confidential non-public information of the other party, including, without limitation, information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, students, partners and clients which is marked in writing as confidential (“Confidential Information”).  Confidential Information does not include: (a) information known to the receiving party before receipt from or on behalf of the disclosing party; (b) information disclosed to the receiving party by a third party who has a right to make such disclosure without any obligation of confidentiality to the party seeking to enforce its rights under this Section; (c) information that is or becomes generally known to the public without violation of this Agreement by the receiving party; or (d) information that is independently developed by the receiving party or its employees or affiliates without reference to the disclosing party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, but in no event less than reasonable care, and will not disclose (other than to a potential or actual Partner or Talent subject to a confidentiality obligation) or use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if required by law, regulation or legal process, provided that it gives the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperates with the other party (at such other party’s expense) in any efforts to prevent such disclosure. Any Confidential Information that a party shares remains such party’s property, and the disclosing party will not be limited in its ability to use such Confidential Information in any way whatsoever. 

 

11. PUBLICITY

 

If Client wishes to make any public statements (written or oral) regarding any Project undertaken with a  Partner, Client shall first obtain consent from the Partner, or if undertaken with Talent directly without a Partner, from such Talent.  In either case, Client shall acknowledge the Project was made possible through Prometheus with a prominent display of the Prometheus logo, in the form provided by Prometheus, or in such other manner as Prometheus approves in advance, in writing.

 

See also Client Relationship to Talent above regarding appropriate vocabulary for referring to Talent.  

 

12. EFFECTIVE DATE AND TERMINATION

 

These Client Terms are effective on the date accepted by Client.  Either party may terminate these Client Terms at any time upon written notice to the other party as specified in Section 18 hereof; provided however, that all provisions of this Agreement which by their nature are intended to expiration or termination of this Agreement shall so survive, including without limitation the last sentence of Section 6, Sections 10 through 15 and Sections 19-20.  

 

13. WARRANTY & DISCLAIMER

 

the services are provided to client “as is.” Prometheus makes no representation or warranty, express or implied, statutory or otherwise, as to any matter whatsoever with respect to the Services, any Project and any Pro Bono Services, and all warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights are expressly excluded and disclaimed.

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14. LIMITATION OF LIABILITY 

 

Except with respect to the indemnification obligation in section 15, in no event shall client be liable to any Prometheus party (as defined in section 15 below) nor shall any Prometheus party be liable to client for any special, indirect, incidental or consequential damages in any way arising out of or relating to this agreement. in addition, Prometheus’ total liability to client and any third party for all causes shall in no event exceed the total service fees actually paid by client to Prometheus under this agreement.  

 

15. INDEMNIFICATION

 

Client agrees to indemnify and hold harmless, and at Prometheus’s option, defend Prometheus, its directors, officers, employees, contractors and agents (each a “Prometheus Party”) from and against any and all losses, costs  damages, liabilities and expenses, including reasonable attorneys’ fees, in connection with any claims or actions brought against a Prometheus Party arising out of or related to (i) a Project, the Pro Bono Services or Client’s relationship or interaction with any Partner or Talent; (ii) any violation of applicable law or the rights of any person or entity by Client or a person affiliated with Client, and/or (iii) breach by Client or any person affiliated with Client of these Client Terms.

 

16. INDEPENDENT CONTRACTOR STATUS

 

Client and Prometheus are independent contractors, and neither party is an employee, agent, joint venturer, or partner of the other. Nothing in in these Client Terms shall be interpreted or construed as creating or establishing the relationship of employer/employee between Prometheus and Client or any employee or agent of Prometheus or Client.  Neither party shall have any right to enter into any contract or commitment on behalf of the other.

 

17. REVISIONS TO CLIENT TERMS

 

We may revise and update these Client Terms in our sole discretion. All changes are effective immediately when we notify you, and your continued use of the Services following notification means that you accept and agree to the changes.  If you do not agree to the revised terms, you may terminate the Services, including any Project, upon notice to us.  

 

18. NOTICES

 

Any required notices hereunder shall be given in writing to Prometheus at info@jopinprometheus.org and to Client at the email address provided to Prometheus upon initial registration for the Services.

 

19. GOVERNING LAW  

 

These Client Terms shall be construed under and governed by the laws of the State of New York, without giving effect to its conflict of laws provisions.  Any claim or dispute arising under these Client Terms shall be brought exclusively in the applicable state or federal court located in New York, NY, and each party hereby submits to the exclusive jurisdiction of such courts with respect to such claims or disputes.

 

20. GENERAL

 

These Client Terms (a) represent the entire agreement between Client and Prometheus with regard to its subject matter, superseding all prior understandings and agreements, whether written or oral;  (b) are not intended to confer upon any person other than Client and Prometheus any rights or remedies; (c) may not be assigned by Client without the prior written consent of Prometheus, and (d) shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.  If any provision of these Client Terms are for any reason found by a court of competent jurisdiction to be unenforceable, the remainder of these Client Terms shall continue in full force and effect.