Last Updated on November 29, 2022

Thank you for your interest in the Gem Academy (the “Program”). This Gem Academy Participant Agreement (the “Participant Agreement”) is entered into between Gem Software, Inc. (“Gem”) and the individual registering for the Program (“You”, “Your” or “Participant”), and sets forth the terms and conditions that govern Your participation in the Program. Please read this Participant Agreement carefully. By selecting “Sign Up” to register for the Program, completing any course or otherwise participating in the Program, you agree to the terms of this Participant Agreement.

THE PROGRAM

This Participant Agreement is entered into separately from terms and conditions governing any access to or use of the recruiting engagement and optimization platform and tools offered by Gem (the “Services”). You have been invited to participate in the Program because you are an authorized user of the Gem Services account of Your employer or another third party organization that you identify on your Program registration form as the company associated with your registration (Gem’s “Customer”).

In accordance with this Participant Agreement, You will be granted access to courses, training decks and other explanatory materials regarding certain Gem services (collectively, the “Training Materials”). Gem grants You a non-exclusive, royalty-free, non-transferable, and non-sublicensable limited license during the term of this Participant Agreement to use such Training Materials solely for Your internal business use in accordance with this Participant Agreement and any Program requirements provided by Gem from time-to-time.

PARTICIPANT RESPONSIBILITIES

By entering into this Participant Agreement, You agree:

• As between You and Gem, Gem exclusively owns all Training Materials and other Program components, including all intellectual property rights associated with the same;
• You will not reproduce or modify, resell or sublicense, or access or use for purposes of developing a competing product or service, all or any part of the Training Materials;
• You will comply with any instructions required by Gem or any third parties assisting with administration of the Program;
• You will not misrepresent your completion of any courses or suggest or state that such completion is a warranty or guarantee of Your abilities regarding any Gem services; and
• You will not state or imply that You or Customer has any preferred status, endorsement, or recommendation from or by Gem as a result of your participation in the Program.

FEEDBACK

If You send Gem any feedback, ideas, or suggestions regarding the Program, the Training Materials, or Gem’s products or services (“Feedback”), you acknowledge and agree that Gem may use it for any purpose without obligation or compensation to You or any third party.

TERM; TERMINATION

Unless terminated earlier, this Participant Agreement will remain effective until Customer’s Services subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Gem may terminate this Participant Agreement immediately if Gem intends to end the Program or You breach this Participant Agreement. Upon any termination of this Participant Agreement, all rights and licenses granted to You shall immediately terminate, and You shall promptly cease use of or return all Confidential Information to Gem. Provisions of this Participant Agreement that by their express terms or nature and context are intended to survive termination or expiration shall survive termination or expiration of this Participant Agreement.

CONFIDENTIALITY

Each party (“Disclosing Party”) may disclose Confidential Information (as defined below) to the other party (“Receiving Party”) in connection with this Participant Agreement. “Confidential Information” is anything that is identified as confidential information, is non-public information concerning Gem’s products, customers, services or general business operations, or should otherwise reasonably be understood to be confidential, given the nature of the information and the circumstances of disclosure. Gem’s Confidential Information includes the Training Materials and other Program components.

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Participant Agreement. Nothing above will prevent either party from sharing Confidential Information of the Disclosing Party if it is required by law to do so; provided that the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. The preceding confidentiality obligations will not apply to any information that: (i) was lawfully known to the Receiving Party prior to its disclosure without restrictions on disclosure; (ii) is lawfully obtained from a third party without restrictions on disclosure or any breach of confidence; or (iii) is disclosed by the Receiving Party with the Disclosing Party’s prior written approval.

The Receiving Party agrees that a breach of this Section may result in irreparable harm to the Disclosing Party, and so the Disclosing Party may seek equitable relief to prevent such breach, without the requirement of posting a bond, in addition to whatever remedies it might have at law.

DISCLAIMER; LIMITATION OF LIABILITY

GEM MAKES NO WARRANTIES THAT THE TRAINING MATERIALS OR THE PROGRAM WILL BE MAINTAINED, OR THAT YOUR PARTICIPATION IN THE PROGRAM WILL RESULT IN ANY COMMERCIAL BENEFIT OR EXPERTISE RELATED TO THE GEM SERVICES, OR OTHERWISE MEET YOUR OR CUSTOMER’S REQUIREMENTS REGARDING ANY GEM SERVICES. THE PROGRAM, TRAINING MATERIALS, AND ALL CONFIDENTIAL INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. GEM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. GEM SHALL HAVE NO LIABILITY FOR THE ACTIONS OR INACTIONS OF ANY THIRD-PARTY SERVICE PROVIDERS USED IN CONNECTION WITH THE PROVISIONING OF THE PROGRAM, COURSES, OR TRAINING MATERIALS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GEM BE LIABLE TO YOU OR ANY OTHER INDIVIDUAL OR ENTITY FOR ANY CLAIM, LOSS OR DAMAGE (INCLUDING ANY LOST PROFITS, INDIRECT, COVER, CONSEQUENTIAL OR PUNITIVE DAMAGES) ARISING OUT OF THE PROGRAM, TRAINING MATERIALS OR CONFIDENTIAL INFORMATION.

CHANGES TO THIS PARTICIPANT AGREEMENT OR THE PROGRAM

Gem may modify this Participant Agreement or the Program from time-to-time, effective upon posting at https://academy.gem.com. You may be required to click through the modified Participant Agreement to show Your acceptance, and Your continued participation in the Program after the modification constitutes Your acceptance. If You do not agree to the modifications, Your sole and exclusive remedy is to cease Your participation in the Program.

PRIVACY

As a condition of participating in the Program and gaining access to a course or Training Materials, You will be required to provide personal information to Gem and our third party Program providers. Such personal information will be collected upon registration with our third-party Program provider and may include Your name, Customer’s name, and your contact information. This information may be used by Gem or our third party Program providers for the purposes of facilitating and administering the Program and Your participation therein, including communicating with you about the Program and recording Your learning progress.

Additionally, You authorize Gem to disclose your personal information and information on the courses You have completed and your Program progress, to Customer. If Gem terminates Your participation in the Program, Gem may notify this entity of such termination.

You hereby consent to the storing, transfer and use of Your personal information in accordance with Gem's Privacy Policy. Please feel free to contact Gem pursuant to the section entitled “How to contact Gem” with any questions about Gem’s practices regarding Your personal information.

MISCELLANEOUS

This Participant Agreement is not assignable, transferable or sublicensable by You except with Gem’s prior written consent. You acknowledge that nothing herein shall be construed as creating a partnership, agency, or any form of joint enterprise based on this Participant Agreement or Your participation in the Program. No failure or delay by Gem in exercising any right under this Participant Agreement shall constitute a waiver of that right. If any provision of this Participant Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be considered modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Participant Agreement shall remain in full effect. There are no third-party beneficiaries to this Participant Agreement. This Participant Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the State of California, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

NOTICES

All notices to Gem under this Participant Agreement will be in writing addressed to Gem at the address below and will be deemed to have been duly given upon: (a) personal delivery; (b) the first business day after sending by email; (c) the second business day after mailing. Gem may provide notice to the email or physical address You provide during registration.

Gem Technologies, Inc.
525 Market, 6th Floor
San Francisco, CA, 94105
United States

Email Address: academy@Gem.com, except for legal notices, which must be sent to legal@Gem.com.

ENTIRE AGREEMENT

This Participant Agreement is the parties’ entire agreement and supersedes any prior or contemporaneous agreements relating to the Program or the Training Materials. For the avoidance of doubt, Gem’s third party service providers may require that You agree to additional terms and conditions outside of the scope of this Participant Agreement. You are solely responsible for complying with any such terms and conditions.