Join Prometheus Partners Inc. Talent 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  (independently or via their employers and educational institutions) to match clients’ needs with volunteer talent skills and abilities to conduct mutually agreed upon pro bono technology projects for the benefit of clients and any learning and development goals of the employers and educational institutions and volunteer talent if applicable (each a “Project”).

 

2. SCOPE OF PRO BONO SERVICES

 

The scope of each Project to be conducted for each client with which you work (the “Client”) will be mutually agreed upon in writing by Talent and the applicable Client, including the type of services to be performed, expected timeline and any deliverables (the “Pro Bono Services”).  The document setting forth the agreed Project and Pro Bono Services is referred to as a “Statement of Work”. You agree to provide all Pro Bono Services as set forth in the Statement of Work, to the best of your ability, to the degree of its technical feasibility, and in a professional manner in accordance with Prometheus’ policies as made available to you from time to time.      

 

3. TALENT RELATIONSHIP TO PROMETHEUS AND CLIENT

 

As Talent, you are donating your time and technical skills to support a Project. As a pro bono volunteer for Client, you are not an employee or intern of Prometheus or the Client, and you are not eligible for benefits, including compensation. Your time and services are provided at will, and you, Prometheus or Client may terminate your services at any time upon written notice. Nothing in these Talent Terms is intended to or does prohibit or discourage you from engaging in any business activities or providing any services through any other channels you choose. You are free at all times to engage in such other business activities and services. Prometheus does not guarantee that you will connect with any Client or be invited to participate in any Project as result of using the Services.     

 

4. CONFLICT OF INTEREST

 

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

 

5. INTELLECTUAL PROPERTY

 

You acknowledge that all work product and deliverables created for or delivered to Client by 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 and Talent wish to further document Client’s rights in the Deliverables, you are free to agree to different or additional terms for the project. Upon request, Prometheus can provide 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 and Talent may enter into directly.

 

Additionally, you acknowledge 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.

 

6. TALENT REPRESENTATIONS & WARRANTIES

 

In accepting these Talent Terms, Talent represents and warrants that they (i) shall comply with all relevant laws and regulations in accessing and using the Services and providing the Pro Bono Services, including without limitation, those laws and regulations related to discrimination and harassment; (ii) have the full right and power to enter into this Agreement and to provide the Pro Bono Services hereunder; (iii) that they have the training, knowledge, capability and expertise to perform the Pro Bono Services; (iv) that all Deliverables will be performed and delivered according to the highest professional standards in Talent’s industry, (v) any Deliverables created or delivered by Talent in connection with the Pro Bono Services will not knowingly violate any contractual rights, trade secrets or other rights of any third party including without limitation, intellectual property, privacy and publicity rights, and (vi) that Talent is not a party to any contract, agreement or commitment and there is no legal impediment of any kind which conflicts with this Agreement or might limit, restrict or impair the rights granted to Prometheus hereunder or Talent’s ability to perform the Pro Bono Services.

 

7. PROMETHEUS PLATFORM TERMS OF USE

 

In connection with the Services, Talent may use the Prometheus Platform located at www.app.joinprometheus.org to facilitate projects with Clients. Talent will be required to create a user account and to individually consent to the Terms of Use to use the Platform. 

 

8. CONFIDENTIALITY

 

Talent may have access to confidential non-public information of Prometheus, including, without limitation, information relating to such matters as Prometheus’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, partners and clients which is marked in writing as confidential or which would reasonably be understood to be confidential (“Confidential Information”).  Confidential Information does not include: (a) information known to Talent before receipt from or on behalf of Prometheus; (b) information disclosed to Talent by a third party who has a right to make such disclosure without any obligation of confidentiality to Prometheus; (c) information that is or becomes generally known to the public without violation of this Agreement by Talent; or (d) information that is independently developed by Talent without reference to Confidential Information. Talent will protect the 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 or use the Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, Talent may disclose the Confidential Information if required by law, regulation or legal process, provided that it gives Prometheus reasonable prior notice of such disclosure to the extent reasonably practicable and cooperates with Prometheus in any efforts to prevent such disclosure. Any Confidential Information that Prometheus shares, in its sole discretion, remains its property, and it will not be limited in its ability to use such Confidential Information in any way whatsoever. 

 

9. PUBLICITY 

 

If Talent wishes to make public its participation in the Project, they may indicate that they were a volunteer for Client and provided volunteer services to Client.  If Talent wishes to make any other public statements (written or oral) regarding any Project undertaken with a Client, Talent shall first obtain consent from the Client.  In addition, in public statements (written or oral) about the Project, Talent shall acknowledge the Project was made by 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.  In no event shall Talent indicate that they are or were an intern or employee of Client or Prometheus.  

 

10. EFFECTIVE DATE AND TERMINATION

 

These Talent Terms are effective on the date accepted by Talent.  Either party may terminate these Talent Terms at any time upon written notice to the other party in accordance with Section 16; provided however, that all provisions of this Agreement that by their nature are intended to survive expiration or termination of this Agreement shall so survive, including, without limitation, the last sentence of Section 5, Sections 8-13 and Sections 17-18.  In the event of termination while a Project is still ongoing, Talent agrees to assist with the orderly transition of the Project.

 

11. 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.

 

12. LIMITATION OF LIABILITY 

 

Except with respect to the indemnification obligation in section 13, in no event shall either client or any Prometheus party (as defined in section 13 below)  be liable to the other or any third party 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.  

 

13.  INDEMNIFICATION

 

Talent 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) Client’s use of the Services, a Project, the Pro Bono Services or Talent’s relationship or interaction with any Client; (ii) any violation of applicable law or the rights of any person or entity by Talent, and/or (iii) breach by Talent of these Talent Terms.

 

14. INDEPENDENT CONTRACTOR STATUS

 

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

 

15. REVISIONS TO TALENT TERMS

 

We may revise and update these Talent 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.  

 

16. NOTICES

 

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

 

17. GOVERNING LAW  

 

These Talent 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 Talent 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.

 

18. GENERAL

 

These Talent Terms together with the Prometheus Platform Terms of Use (a) represent the entire agreement between Talent 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 Talent and Prometheus any rights or remedies; (c) may not be assigned by Talent 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 Talent Terms are for any reason found by a court of competent jurisdiction to be unenforceable, the remainder of these Talent Terms shall continue in full force and effect.