These Terms of Service (“Terms”) govern the contractual relationship between:
- Elysium Solutions, a company registered in Switzerland, having its principal place of business located at Lausanne, Switzerland (“Elysium Solutions”, “we”, “our” and “us”), and
- each Client (defined below), Independent Professional (defined below), individual, entity, user or visitor (collectively “you” or “your”) (i) accessing Elysium Solutions’ website located at www.oneelysium.ch (hereinafter referred to as the “Website”), and/or (ii) using the Services (as defined under Section 2.2 of these Terms) via the Website.
You and Elysium Solutions shall also hereinafter be referred to together as the “Parties” and individually as a “Party”.
Please read these Terms carefully before using the Website. Your access to the Website and your use of the Services (defined below) is conditioned upon your acceptance of and compliance with these Terms.
Acceptance & Modification of the Terms
By accessing the Website and by using the Services (defined below) you agree to be bound by these Terms and accept to comply with all applicable laws and regulations. Should you disagree to be bound by these Terms, in whole or in part, you shall (i) not be permitted/authorized to use the Services (defined below) on the B2B Platform (defined below), and (ii) refrain from accessing the Website
Your continued use of the Website and Services on the B2B Platform (defined below) shall be deemed to constitute your acceptance of these Terms.
Elysium Solutions reserves the right, at any time and in its sole discretion, to modify or replace these Terms. You shall be solely responsible for checking these Terms periodically, to stay abreast of any changes to the Terms. If you object to any such changes, your sole recourse shall be to cease using the Website and/or Services. Your continued use/access to the Website and your continued use of the Services on the B2B Platform (defined below) following the posting of any changes to these Terms shall indicate your acknowledgement of such changes and satisfaction with the Website and/or Services as so modified and therefore shall be subject to the newly modified Terms.
B2B Platform, License, Services & Rights/Obligations of the Parties
- Elysium Solutions provides Clients and Independent Professionals (defined below), with a Webbased business-to-business professional networking proprietary platform embedded/integrated in the Website to facilitate and connect Clients and Independent Professionals (defined below) (hereinafter referred to as the “B2B Platform”) which enable Clients (defined below) and Independent Professionals (defined below) to use the Services (defined below). Elysium Solutions hereby grants each Client and Independent Professional a limited, non-exclusive, non-transferable, nonsublicensable license to use the B2B Platform via the Website in strict compliance with the terms and conditions of the present Terms.
Elysium Solutions also:
- provides remote-based, top-tiered, qualified and experienced professionals (“Independent Professional(s)”) with access to the B2B Platform to (a) connect with Clients (defined below), and (b) showcase the Independent Professional’s professional profile, so as to enable Clients to search and select a potential independent professional for any prospective engagement(s) with the Client (defined below);
- provides Swiss-based businesses who are seeking to engage with top-tiered, qualified and remote-based independent professionals, for the businesses short to mid-term digital projects and/or resourcing needs (“Client(s)”) with the B2B Platform in order for the Clients to engage with Independent Professional(s) registered on Elysium Solutions’ B2B Platform for the purposes of such Independent Professional(s) providing Client with remote services/work for the Client’s short to mid-term digital projects and/or resourcing needs;
- acts as a third party intermediary, facilitating the engagement of Independent Professionals by Clients on the B2B Platform;
- any and all other services and tools, Elysium Solutions may develop and provide to you; and
- provides you with tailored/custom services to suit your business needs and requirements, (collectively the “Service(s)”).
- You acknowledge that Elysium Solutions may add, change, suspend, remove or discontinue any part or all of the Services and Website, in its sole discretion at any time, without notice and for any or no reason.
- Elysium Solutions shall (i) conduct background checks on registered users, (ii) screen the authenticity or quality of any third party material, content, data, products or services found by you through our Website and/or Services, and (iii) verify an Independent Professional’s academic and employment history.
- You acknowledge and agree that Elysium Solutions shall not be responsible for (i) the accuracy and recommendations provided to you by Elysium Solutions as pertains to any engagement between a Client and Independent Professional on the B2B Platform and your use of the Services, and (ii) any business transactions/dealings between you (on the one hand) and any third party organizations/companies and/or individuals (on the other hand) found on or through the Website, B2B Platform and/or Services, and as further provided under Section 13 of these Terms.
- Client agrees to not, at any time solicit, entice away or offer employment to or endeavour to solicit, entice away or offer employment, outside the B2B Platform, to any Independent Professional who is registered on the B2B Platform, in order evade payment of the Intermediary Fee (as defined under Section 4.1 of this Agreement). Client hereby acknowledges, understands and agrees that Client shall engage with any and all Independent Professional(s) selected by Client for a project via the B2B Platform in strict compliance with Section 4.1 of this Agreement. Independent Professional hereby acknowledges, understands and agrees that Independent Professional shall not directly approach the Client outside the B2B Platform in order to be engaged by such Client in breach of Section 4.1. Failure to adhere to this Section 2.6 shall result in the termination/suspension of your Independent Professional’s Account or Client’s Account as further provided herein under Section 14 (Suspension and Termination).
- You acknowledge and agree to execute any and all agreements necessary to give effect to your use of the Services.
- In order to use the Services (i) for the purposes of engaging an Independent Professional, Clients shall be required to execute a separate services agreement (“Client Services Agreement”) with Elysium Solutions.
- In order to use the Services, be registered on the B2B Platform, and engage with Clients, Independent Professionals shall be required to execute a separate agreement (“Independent Professionals Services Agreement”) with Elysium Solutions.
- In the event Independent Professional is working on a temporary assignment/project with Client, and Independent Professional intends to terminate Independent Professional’s engagement with Client, Independent Professional shall provide Elysium Solutions and Client with a minimum of fifteen (15) calendar days’ prior written notice.
- Independent Professional acknowledges and agrees that Elysium Solutions may, in its sole discretion, make available Independent Professional’s profile, data and share information with a prospective Client, solely for the purposes of Independent Professional engaging with Client. This data may include, but not be limited to, assessment results, interests, flexibility, professional diversity and any other data.
- Client shall be solely responsible for the description of the project, for which the engagement of an Independent Professional is requested. In the event of an error in the description of the project, Client will solely assume any necessary additional services and related additional costs by formalizing a supplement agreement as pertains to the project with the Independent Professional via the B2B Platform.
Registration, Password and Security
- To be able to use the Services on the B2B Platform, Independent Professionals and Client must register on the Website by providing all required information which shall include but not be limited to the Independent Professional’s full name, email address, academic credentials, resume, recent profile picture, social media links/website, copy of identity book/passport, preferred job role and industry, expected salary, and contact information; and the Client’s business address, email address, contact information and any other information as requested by Elysium Solutions from Client. Independent Professional shall also be required to conduct a video interview with Elysium Solutions and undergo a character assessment test.
- After careful verification, an account shall thereafter be opened by Elysium Solutions, in its sole discretion, for (i) the Independent Professional on the Website (“Independent Professional’s Account”); and (ii) Client on the Website (“Client’s Account”). You acknowledge and agree that Elysium Solutions may, in its sole discretion, deny you access to its Website, B2B Platform and/or Services for any reason or no reason at all.
You agree to:
- provide true, accurate, current and complete information about yourself as prompted by Elysium Solutions’ registration process on the Website; and
- maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete at all times.
- If you provide any information to Elysium Solutions that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, we may close your Independent Professional’s Account or Client’s Account on the Website and deny you the ability to access and use the Services.
- You may indicate, during the registration process, to Elysium Solutions your choice of username and password to be used as login credentials to access your Independent Professional’s Account or Client’s Account (“Login Credentials”). You shall be solely responsible for (i) maintaining the confidentiality of your Login Credentials; and (ii) any and all activities which occur under your Independent Professional’s Account or Client’s Account. You agree to notify Elysium Solutions immediately of any unauthorized use of your Independent Professional’s Account, Client’s Account or any other breach of security. Elysium Solutions shall not be liable for any loss that you may incur as a result of any third party using your Login Credentials and/or accessing/using your Independent Professional’s Account or Client’s Account either with or without your knowledge. However, you may be held liable for losses incurred by Elysium Solutions due to any third party using your Login Credentials and/or Independent Professional’s Account or Client’s Account. You acknowledge and agree that you may not (i) use the Independent Professional’s Account or Client’s Account of another user registered on the Website without the express permission of such Independent Professional’s Account or Client’s Account holder, and (ii) impersonate any individual or entity, or falsely state or otherwise misrepresent any affiliation with an individual or entity when accessing the Website and when using the Services on the B2B Platform.
- You acknowledge that your Independent Professional’s Account or Client’s Account is for your personal and/or business use. As such, you agree to receiving (i) certain marketing communications from Elysium Solutions, as it pertains to the Services we provide on the Website, and (ii) networking opportunities from other users on the B2B Platform, who may contact you from time to time.
- You shall not use your Independent Professional’s Account or Client’s Account to resell any of the Services on the B2B Platform that could be construed as an advertisement.
Intermediary Fee and Taxes
- As a facilitating intermediary/entity which is only a third party to any Services obtained by the Independent Professional or Client on the B2B Platform, Elysium Solutions shall collect from the Client and Independent Professional a service fee calculated based on a pre-determined percentage (as provided under the Client Services Agreement entered into between Client and Elysium Solutions or the Independent Professionals Services Agreement entered into between Independent Professional and Elysium Solutions) of the total fixed contract rate for each temporary engagement, facilitated by Elysium Solutions via the B2B Platform, of the Independent Professional by Client (the “Intermediary Fee”).
- Under these Terms, the term “Taxes” shall mean taxes, charges, duties, fees, levies, and other charges of a governmental authority, including income, withholding, social security, social contribution, transfer, sales, use, value-added and all other taxes of any kind for which a Party may have any liability imposed by any governmental authority, whether disputed or not, any related charges, interest or penalties imposed by any governmental authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.
- The Intermediary Fee shall be inclusive of any and all Taxes.
- You shall be responsible for the payment of all Taxes associated with the Services via the B2B Platform and you shall not deduct from the payments due to Elysium Solutions, any Taxes, except as is required by applicable law.
- You shall be responsible for all such matters, including, without limitation, withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.
Acceptable Use of the Website and B2B Platform
- You may not use the Website and B2B Platform to transmit, distribute, store or destroy any material or information (i) in violation of any applicable law or regulation; (ii) in a manner that infringes Elysium Solutions’ Intellectual Property Rights (defined below) or any third party’s intellectual property rights; (iii) in a manner that violates the privacy or other personal rights of third parties; (iv) that is defamatory, obscene, threatening, abusive or hateful, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable.
When accessing the Website and B2B Platform, you shall be prohibited from:
- Using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Website and B2B Platform;
- Taking any action that imposes an unreasonable or disproportionately large data load on the Website’s or B2B Platform’s infrastructure;
- Copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Website or B2B Platform without Elysium Solutions’ prior written consent;
- Accessing, tampering with, or use non-public areas of the Website, B2B Platform and/or Services, of Elysium Solutions’ computer systems and/or of our third party providers’ technical delivery systems;
- Probing, scanning, or testing the vulnerability of any of Elysium Solutions’ system or network or breach or circumvent any of Elysium Solutions’ security or authentication measures;
- Accessing, searching or attempting to access or search the Website, B2B Platform and/or Services by any means other than through Elysium Solutions’ currently available, published interfaces that are provided by Elysium Solutions, unless you have been specifically allowed to do so in a separate agreement with Elysium Solutions;
- Reverse-assembling, reverse-engineering, decompiling or otherwise attempting to discover any source code relating to the Website, B2B Platform and/or Services or any tool therein, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
- Attempting to access any area of the Website or B2B Platform to which access is not authorized;
- Using any robot, spider, other automatic device or manual process to monitor or copy any part of the Website or B2B Platform;
- Conducting any systematic or automated data collection activities on or in relation to the Website or B2B Platform, including but not limited to data scraping, mining, extraction, harvesting, framing and article spinning, without Elysium Solutions’ prior written consent;
- Using manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website or B2B Platform;
- Using the Website to transmit or send unsolicited commercial and marketing communications for any purpose, without Elysium Solutions’ prior written consent;
- Uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose;
- Disrupting or interfering with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Website and B2B Platform;
- Creating or maintaining any third party link on the Website and B2B Platform, without our prior written consent;
- Running or displaying the Website and B2B Platform, or pages, information or material obtained from the Website and B2B Platform on a third party website or application without our prior written consent;
- Forging captions, headings or titles; or uploading, posting, emailing, transmitting, or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship;
- Uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
- Disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users' ability to participate in any real-time interactions on the Website and B2B Platform;
- Intentionally or unintentionally violating any local, state, federal, national or international law, and any regulations having the force of law;
- Stalking or with the intent to otherwise harass another individual on the Website or B2B Platform; and/or,
- Collecting or storing of any personal data relating to any other user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
- All and any information, data, materials, proprietary algorithms (and content provided on the Website, B2B Platform, and Services are intended for reference and information purposes only and are designed solely to provide guidance to Independent Professionals, and Clients. The information on the Website, B2B Platform and the Services is not intended to be a substitute for personalized professional advice.
Independent Professional’s and Client’s Content
- Elysium Solutions allows you to make available certain information contained in your Independent Professional’s Account or Client’s Account and other text, graphics, discussions or any other material (“Content”) on the Website. You shall be responsible for the Content that you post to the Website, including for its legality, reliability, and appropriateness. By Content on the Website, you grant Elysium Solutions the non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable right/license to fully exploit, use, modify, perform, display, reproduce, and distribute such Content on and through the Website. You shall retain any and all of your rights to any Content you submit, post or display on or through the Website and you shall be solely responsible for protecting those rights.
You represent and warrant that:
- The Content belongs to you (i.e. you own it) or that you have the right to use it (e.g. as licensee) and grant Elysium Solutions the rights and (sub-)license as granted by you under Section 6.1 of these Terms, and
- The posting of Content on or through the Website does not violate (a) Elysium Solutions’ Intellectual Property Rights (defined below) or any third party’s intellectual property rights, (b) privacy rights, publicity rights, copyrights, contract rights or any other rights of Elysium Solutions or of any third party.
- Elysium Solutions reserves the right to block or remove Content that Elysium Solutions determines to be: (i) abusive, defamatory, or obscene; (ii) fraudulent, deceptive, or misleading; (iii) in violation of Elysium Solutions’ Intellectual Property Rights (defined below) or of any third party’s intellectual property rights or; (iv) offensive or otherwise unacceptable to Elysium Solutions in its sole and exclusive discretion. Elysium Solutions acknowledges that, by providing you with the ability to view and distribute user-generated content on the Website, Elysium Solutions is merely acting as a passive conduit for such distribution and is not assuming any obligation or liability relating to any contents or activities or transactions on the Website and B2B Platform.
- You acknowledge that Elysium Solutions practices a zero-tolerance approach for any (i) Content which is deemed by Elysium Solutions, in its sole discretion, to be objectionable, or (ii) users determined to be abusive, when accessing the Website, B2B Platform and/or using the Services.
- By sending Elysium Solutions any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain any confidential or proprietary information belonging to any third party(ies), (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have feedback which is similar to your Feedback, already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Elysium Solutions and its vendors and users any claims and assertions of any moral rights contained in such Feedback.
Representations and Warranties
You hereby represent and warrant that your access to the Website, B2B Platform and your use of the Services (including via permitted links) will:
- Be in accordance with these Terms;
- Comply with all applicable laws, regulations and rules (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, and data protection);
- Not be for any unlawful purposes;
- Not entail, imply or give rise to the publication of any illegal content;
- Not further any illegal activities;
- Not infringe upon or misappropriate any of Elysium Solutions’ Intellectual Property Rights (defined below) or any third party’s intellectual property rights;
- Will not involve uploading, posting, emailing, transmitting or otherwise offering any content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any third party; and
- Not be used to create, distribute, facilitate or operate in conjunction with malware, spyware, adware, or other malicious programs or code.
Disclaimer of Warranties
- Unless otherwise provided under these Terms, the Services shall be provided by Elysium Solutions to you "as is," and “as available” with all faults, defects, bugs, and errors.
- ELYSIUM SOLUTIONS HEREBY (I) DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF THE SERVICES ON THE B2B PLATFORM; AND (II) MAKES NO WARRANTIES OR GUARANTEES OF ANY KIND WITH RESPECT TO THE CONTENT, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION.
- ELYSIUM SOLUTIONS AND/OR ITS RESPECTIVE AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF (i) THE INFORMATION CONTAINED ON THE WEBSITE, B2B PLATFORM AND SERVICES, AND (ii) RELATED GRAPHICS PUBLISHED ON THE WEBSITE, B2B PLATFORM AND SERVICES FOR ANY PURPOSE. ELYSIUM SOLUTIONS AND/OR ITS RESPECTIVE AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED ON THE WEBSITE, B2B PLATFORM AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
- YOU ACKNOWLEDGE THAT THE INFORMATION AND RELATED GRAPHICS PUBLISHED ON THE WEBSITE, B2B PLATFORM AND/OR SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND CHANGES.
- NEITHER ELYSIUM SOLUTIONS NOR ITS AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE INFORMATION THAT MAY BE AVAILABLE ON THE WEBSITE, B2B PLATFORM AND SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE YOUR COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.
- ELYSIUM SOLUTIONS MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE WEBSITE, B2B PLATFORM AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS ON THE WEBSITE (INCLUDING THE B2B PLATFORM) AND /OR SERVICES WILL BE CORRECTED, OR (IV) THAT THE B2B PLATFORM AND SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
- ANY MATERIAL/INFORMATION DOWNLOADED, CAPTURED, SUBMITTED, CREATED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE, B2B PLATFORM AND SERVICES ARE ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, CAPTURING, SUBMISSION OR CREATION BY YOU OF ANY SUCH MATERIAL/INFORMATION.
- All content, trademarks, data, information or information contained in any materials, or documents used by Elysium Solutions in relation to the Website, B2B Platform and Services, including but not limited to any and all copyrighted works, databases, text, algorithms, graphics, icons, designs, logos, graphics, hyperlinks, domain names, codes, information and agreements (“Materials”), are the sole and exclusive property of or are licensed to Elysium Solutions. You may not reproduce, distribute or copy the Materials by any means, whether electronically or not, without Elysium Solutions’ prior written permission.
- Any and all intellectual property rights in the Materials, Website, B2B Platform and Services, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials and Services, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“Elysium Solutions’ Intellectual Property Right(s)”), vests solely and exclusively in Elysium Solutions, its affiliates (if any), licensors or vendors, as the case may be. All rights not expressly granted by Elysium Solutions to you are reserved by Elysium Solutions. Save as expressly set out herein, you shall not acquire any right, title or interest in Elysium Solutions’ Intellectual Property Rights.
- You shall be the sole and exclusive owner of all your intellectual property rights in the Independent Professional’s Content (“Independent Professional’s Intellectual Property Rights”) which you make available on the B2B Platform. Elysium Solutions may not use any of Independent Professional’s Intellectual Property Rights for any other purpose, other than mentioned under these Terms and not without your prior written consent. You hereby grant Elysium Solutions the non-exclusive right to use Independent Professional’s Intellectual Property Rights, free of charge, in connection with your use of the Services on the B2B Platform, to the extent necessary for Elysium Solutions to (i) exercise Elysium Solutions’ rights under these Terms, and (ii) perform Elysium Solutions’ obligations under these Terms.
- You agree to indemnify and hold harmless Elysium Solutions from and against any liability, demand, damages, cost, or expense arising from any third party claim based on: (i) your violation of these Terms; (ii) your use or misuse of the Services; and/or (iii) your infringement of a third party’s intellectual property rights.
- In the event of a claim subject to indemnification hereunder, the indemnified Party shall: (i) promptly notify the indemnifying Party of the claim, (ii) provide the indemnifying Party with reasonable cooperation and assistance, at the indemnifying Party’s expense, to defend such claim; and (iii) allow the indemnifying Party the opportunity to assume the control of the defense and settlement of such claim. The indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim. The indemnifying Party must obtain the prior written approval from a duly authorized signatory of the indemnified Party prior to entering into any settlement affecting the indemnified Party’s rights.
Limitation of Liability
- ELYSIUM SOLUTIONS, ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE WEBSITE AND YOUR USE OF THE SERVICES ON THE B2B PLATFORM, EVEN IF ELYSIUM SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- WHILE ELYSIUM SOLUTIONS TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, ELYSIUM SOLUTIONS AND ITS AFFILIATES (IF ANY), LICENSORS, AND VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR ON THE WEBSITE OR THROUGH YOUR USE OF THE SERVICES ON THE B2B PLATFORM.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, ELYSIUM SOLUTIONS’ (INCLUDING ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, SHALL AT ALL TIMES BE LIMITED TO A MAXIMUM OF SET BY ELYSIUM SOLUTIONS IN SWISS FRANCS.
Third Party Links
The Website, B2B Platform and/or Services may contain links and/or ads to third-party websites or resources. Such links and/or ads to third-party websites or resources are provided only as a convenience. If you click on such links and/or ads you may leave the B2B Platform, Website and/or Services. You acknowledge and agree that Elysium Solutions shall not be responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products or services on or available from such websites or resources. The simple fact that the Website, B2B Platform and/or Services contain links and ads to such third websites or resources does not imply any endorsement by Elysium Solutions of such third party websites or resources or of the third party content, products, or services available from such third party websites or resources.
Your communications, interactions or business transactions/dealings with any third party organizations/companies and/or individuals (including contractors and other users) found on or through the Website, B2B Platform and/or the Services, including any such third party’s terms, conditions, warranties or representations associated with such communications, interactions or business transactions/dealings (e.g. payment and delivery of goods or services), shall be solely between you and such third party except as may be otherwise stated herein. You acknowledge and agree that Elysium Solutions shall not be (1) a party to any such business transactions/dealings you may enter into with such third parties, and (2) liable for any loss or damage incurred by you as the result of any communication, interaction, business transaction or other dealings you may have with any third party or users found through (i) the B2B Platform via the Website and/or (ii) your use of the Services.
Suspension and Termination
- Elysium Solutions may suspend or temporarily disable access to all or part of the Website, B2B Platform, Independent Professional’s Account or Client’s Account, or Services if (i) Elysium Solutions suspects you of partaking in any illegal activity; (ii) Elysium Solutions reasonably believes that you have violated these Terms; (iii) Elysium Solutions reasonably believes you of using the Services to promote your business or for any other reason besides the engagement of Independent Professionals by Clients; or (iv) applicable law enforcement or other government agencies have requested Elysium Solutions to suspend or temporarily disable your access to the Website, B2B Platform and/or Services.
- If Elysium Solutions breaches any of its obligations under these Terms, you may terminate these Terms and close your Independent Professional’s Account or Client’s Account. Upon, your termination of these Terms and closing of your Independent Professional’s Account or Client’s Account, Elysium Solutions shall (i) block your access to all of the Website, (ii) block your use of the Services, (iii) disable your Independent Professional’s Account or Client’s Account, and (iv) delete all of your data in your Independent Professional’s Account or Client’s Account.
No Agency, Partnership, Employment or Independent Contractor Status
You acknowledge that Elysium Solutions is merely a service provider that provides the B2B Platform for Clients to connect with Independent Professionals. Accordingly, there is no employment, agency, joint venture, partnership or independent contractor relationship between you and Elysium Solutions.
Elysium Solutions does not and shall not be required to assume, and expressly disclaims, any obligations or liabilities that could arise from or relate to an employment or independent contractor relationship (whether between Elysium Solutions and Independent Professional, or between Client and Independent Professional), including, but not limited to, any obligations or liabilities relating to immigration or sponsorship matters or other work permits, wages, expenses, benefits, workers compensation premiums, health insurance, unemployment, social security, training or tax obligations.
Non-Exclusivity. The Parties’ respective obligations under these Terms are non-exclusive and nothing herein is intended to restrict you from accessing or using any other third party’s products or services, even if such products or services are similar to the Services provided by Elysium Solutions on the B2B Platform via the Website.
Nothing herein is intended to limit Elysium Solutions’s right to provide the Services to other registered users as a third party intermediary.
- Severability. If any of the provisions or portions of these Terms are held to be invalid under any applicable statute or rule of law, they are to that extent deemed to be omitted from these Terms without in any way invalidating or impairing the other provisions of these Terms.
. A Party’s failure or delay in enforcing any provision of these Terms will not operate as a waiver of the right to enforce that provision or any other provision of these Terms at any time. A waiver of any provision of these Terms shall be in writing, specify the provision to be waived and signed/executed by the party agreeing to the waiver.
- Notices. Except as otherwise provided under these Terms, any notice required or permitted to be given will be effective only if it is in writing and sent by certified mail, registered mail, courier or to email@example.com
- Entire Agreement. These Terms, Client Services Agreement and Independent Professionals Services Agreement represents the entire agreement between the Parties relating to the subject matter hereof. These Terms, Client Services Agreement and Independent Professionals Services Agreement fully and completely expresses the agreement of the Parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.
Governing Law & Dispute Resolution. In the event of any disagreement between the Parties with respect to any aspect of these Terms, the Parties agree to discuss in good faith to reach an amicable resolution prior to starting any litigation/legal proceedings against each other.
These Terms shall be construed and enforced in accordance with the laws of Switzerland.
The Courts located within Vaud, Switzerland shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with these Terms. Both Parties hereby submit to the jurisdiction of said Courts for purposes of any such suit or proceeding and waive any claim that any such forum is an inconvenient forum.
Should you have any questions concerning these Terms and/or any issues or concerns about the Website, B2B Platform and/or Services you may contact Elysium Solutions at firstname.lastname@example.org