Passport Career Associate (PCA) Registration

These Terms and Conditions (these "Terms") govern the provision of electronic access to the Passport Career online international job search system by Passport Career LLC ("PC") to You ("PC Associate"). These Terms are deemed incorporated into the Passport Career PC Associate Order (the "Order") that is executed by the parties (collectively, the "Agreement"). 

1.    Passport Career.  Passport Career is a password-protected, self-service portal on the web site of Passport Career, LLC, which is currently located at http://www.passportcareer.com and affiliated URLs (the "PC Site").  Passport Career contains a variety of valuable relocation services and content, and is designed for use by clients of PC Associates.  Each Destination Profile provides users with detailed career information regarding a specific destination, and is designed to help familiarize relocating users/members with their career/transition options at relocation destinations prior to relocating or once at the destination.  Destination Profiles are available for a substantial number of foreign countries, as well as major metropolitan areas in the United States, and include career/transition-specific information about the applicable country or metropolitan area, such as occupational information, employers, networks/contacts, writing resumes, interviewing, and business culture and etiquette.  For purposes of this Agreement, Destination Profile shall mean:  a single country; or, if within the United States, a single city/metropolitan area (the "Destination Profile").

2.    PC Associate.  A PC Associate is an individual or entity that provides relocation, destination, or support services to individuals relocating, among other services.  PC reserves the right to deny any application to become a PC Associate, in its sole discretion.

3.    Single User / 3-Month / 1-Destination License.  This Agreement is for one or more non-exclusive, single licenses that allow one user to access a specific Destination Profile (the "Selected Destination Profile") for a period of 3 months as of the date such user registers on the PC Site (the "License(s)".  The License is for the sole and exclusive use by a single client of the PC Associate; the License is not meant for use by PC Associate, its principals, consultants or employees, and the content of the PC Site may only be accessed by the single client of PC Associate, unless PC and PC Associate agree otherwise in writing (the "Permitted User").  In addition to access to the Selected Destination Profile, the Permitted User shall also have access to the additional tools and services available on the PC Site.  Multiple licenses that allow either multiple Permitted Users or access to multiple Destination Profiles may be acquired, as specified either in the Order or in an addendum to these Terms.  PC Associate shall not, and PC Associate shall ensure the Permitted User does not, distribute any content on the password-protected sections of the PC Site, or copies thereof, to any third party (whether by providing electronic access to them, by transmitting files electronically, or by any other means), or publicly display,  modify or create derivative works on the PC Site.  The Permitted User's use of the PC Site, including use of the Destination Profiles, is governed by the terms of use posted on the PC Site (the "Terms of Use") to the extent that the Terms of Use do not conflict with this Agreement.  PC reserves the right to monitor the use of the PC Site by the Permitted User.  In the event PC determines, in the reasonable discretion of PC, that the Permitted User's use of the PC Site is excessive or if PC detects suspicious access from multiple IP addresses, PC has the right to immediately suspend such Permitted User's access to the PC Site. PC shall inform PC Associate of such action.  PC shall have the sole right to make the final decision whether to restore access.  In the event PC decides not to restore access, PC Associate shall forfeit the Fees paid by PC Associate for the Order, as defined in Section 7 of these Terms.

4.    Custom Entry Page.  If PC Associate selects this optional service in the Order, PC will create a Custom Entry Page from which the Permitted User can access the PC Site.  At PC Associate's request, PC will include PC Associate's logo on the Custom Entry Page.  PC Associate grants to PC a non-exclusive, revocable, worldwide license to use, reproduce, publish, display and distribute the trademarks, service marks, trade names, logos and other content provided by PC Associate to PC (the "PC Associate Marks") solely in connection with the Custom Entry Page.  PC Associate's Custom Entry Page shall reside on PC's server.

5.    Access to PC Site.  Access to the PC Site is available through the Internet or PC Associate's Intranet.  To allow Permitted User to access the PC Site, PC will provide PC Associate with a confidential, unique registration key, which PC Associate shall provide to Permitted User to paste into registration section for browsers to access the PC Site from the Internet at home.  To further facilitate access of the PC Site from the Internet, PC may also provide PC Associate with a unique username and password (the "Password") which may be used by Permitted User to gain access to the PC Site from the Internet.

6.    Password Protection.  PC Associate shall be entirely responsible for maintaining, and ensuring that Permitted User maintains the confidentiality of the Passwords and the PC URL assigned to PC Associate by PC.  PC Associate shall be responsible for ensuring that PC is notified promptly if the Password or the PC URL are lost, stolen, disclosed to an unauthorized third party, or otherwise compromised.  In addition to the remedies available to PC under Section 3 of the Terms, if PC determines, in its reasonable discretion, that either the Passwords or the PC URL has been compromised due to the deliberate acts or gross negligence of PC Associate or the Permitted User, PC shall have the right to (a) terminate access to the PC Site; (b) terminate access to any or all Destination Profiles, as PC deems appropriate; and (c) terminate this Agreement.  Furthermore, PC Associate shall be responsible for paying PC's standard fees for each unauthorized user of each License.

7.    Payment. PC Associate will pay PC the fees and other charges specified in the Order (the "Fees") according to the payment schedule set forth in the Order.  All payments provided in this Agreement are exclusive of any sales, use, gross receipts, excise, import or export value added or similar taxes or duties, as applicable.  If the Order does not specify a schedule for payment, all Fees shall be due and payable upon submission of the Order.  Any invoices submitted by PC to PC Associate are immediately due and payable, and any if not so paid, PC has the right to delay or suspend access to the PC Site by the Permitted User.

8.    Term and Renewal.  Each License shall be for a term of three (3) months as of the date the Permitted User registers on the PC Site (the "Term").  PC Associate shall have the right to extend the Term on a month-to-month basis by notifying PC in writing and paying the related fees as outlined in the pricing schedule provided by PC to PC Associate and revised from time to time.

9.    Termination.  If either party materially breaches the Agreement, and does not cure such breach within ten (10) days of receiving written notice thereof, the other party may (a) immediately suspend electronic access to the Destination Profiles or (b) terminate this Agreement.  On any expiration or termination of the Agreement all licenses granted herein shall terminate, and the Permitted User shall cease using the Destination Profiles and accessing the PC Site. Sections 6, 10-20 and this Section 9 of these Terms will survive any termination or expiration of this Agreement.

10.  No Assignment or Resale of Destination Profiles.  PC Associate may not resell, assign or transfer any of its rights under the Agreement.  Any attempt by PC Associate or Permitted User to resell, assign or transfer any of such rights, shall be deemed a material breach of the Agreement for the purposes of Section 9 of these Terms.

11.    Limitation of Liability.  IN NO EVENT WILL PC BE RESPONSIBLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THE AGREEMENT (INCLUDING WITHOUT LIMITATION ANY DAMAGES ATTRIBUTABLE TO LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS OR LOSS OF DATA OR ANY DAMAGES AWARDED BY A COURT OF COMPETENT JURISDICTION PAYABLE BY PC ASSOCIATE TO PERMITTED USER), REGARDLESS OF WHETHER PC WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY, PC'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY PC ASSOCIATE TO PC UNDER THE AGREEMENT. 

12.    No PC Warranties.  PC HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT) WITH RESPECT TO THE DESTINATION PROFILES, THE PC SITE, THE CUSTOM ENTRY PAGE, OR THE ACCURACY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE DESTINATION PROFILES, THE PC SITE, OR THE CUSTOM ENTRY PAGE.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PC DISCLAIMS ANY WARRANTY THAT THE PC SITE AND THE CUSTOM ENTRY PAGE WILL FUNCTION WITHOUT INTERRUPTION OR THAT THE DESTINATION PROFILES, THE PC SITE, AND THE CUSTOM ENTRY PAGE ARE ERROR-FREE.  To the extent that a warranty may not as a matter of applicable law be disclaimed, the scope of such warranty will be the minimum permitted under such law.

13.    PC Associate's Representations and Warranties; Indemnification.  PC Associate represents and warrants that: (a) the PC Associate Marks do not infringe any intellectual property rights of a third party; and (b) it shall use, and ensure that Permitted User uses, the Destination Profiles and the PC Site in accordance with the Terms of Use on the PC Site.  PC Associate agrees to indemnify, defend and hold harmless PC and its officers, directors, employees and agents, from and against any third-party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from PC Associate's breach of the Agreement (including any of the representations and warranties contained in this Section 13).  PC will provide notice to PC Associate at the PC Associate address listed on the Order, if any, promptly after it learns of any such claim, action or demand and agrees to provide reasonable assistance to PC Associate, at PC Associate's expense, in defending any such claim, action or demand.  PC Associate will not settle any such claim without the prior written consent of PC in its sole discretion.

14.    Intellectual Property Rights. As between PC and PC Associate, PC is the sole owner of the Destination Profiles, the PC Site, Tools and Services, the Custom Entry Page, and its respective web site(s), names, logos, trademarks, service marks, domain names, copyrightable content and intellectual property rights embodied in any of the foregoing, subject to the licenses expressly granted herein.  This Agreement is not intended to give PC Associate or the Permitted User any rights, other than those specifically stated herein, in any PC intellectual property, including but not limited to any trade secrets, trademarks, trade names, service marks, service names, patents, copyrights, source codes, computer programs, hardware, software, inventions, designs, configurations, processes, know-how, information and formulae, and any and all components of the foregoing, regardless of form.

15.    No Agency.  The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other.  This Agreement will not be construed to create or imply any partnership, agency or joint venture.

16.    Force Majeure.  In any case where either party is required to do any act (other than make a payment of money to the other), the time for performance by such party shall be extended, but no longer than ninety (90) days, for delays caused by or resulting from Act of God, war, civil commotion, fire or other casualty, labor difficulties, general shortages of labor materials or equipment, government regulations or other causes beyond the party's reasonable control.

17.    Choice of Law; Choice of Forum.  The Agreement shall be governed by the laws of the State of Virginia, United States of America, without regard to choice of law rules.  The parties consent and agree to the exclusive jurisdiction of the state and federal courts located in Virginia for all suits, actions or proceedings arising from or relating to the Agreement, and waive any venue objections to such courts.  Each party hereby irrevocably submits to the jurisdiction of such courts in any suits, actions or proceedings arising out of or relating to the Agreement.

18.    Confidentiality.  The existence of this Agreement and its terms are confidential, and neither party will make any public statement, press release, or other announcement relating to the terms or existence of this Agreement or the operations of the other party without the prior written approval of the other, unless required by law to do so.

19. Notices.  Any notices required under the Agreement shall be sent by Federal Express, or similar service, or electronic mail to PC Associate at the address / email specified on the Order and to PC at Passport Career, LLC, 2020 Pennsylvania Ave., NW, #410, Washington, DC 20006, smusich@passportcareer.com.

20.  Miscellaneous.  The Agreement (the Terms and Order) (i) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous oral or written arrangements or understandings relating thereto as well as any Orders not supplied by PC that have been or may from time to time be submitted by PC Associate, (ii) is comprised solely of the Terms and the Order; any other sales materials, exhibits or schedules provided to PC Associate are for illustrative purposes only and are not binding), (iii) may be signed in counterparts, (iv) may be amended, terminated or waived, in whole or in part, only in a writing signed by both parties, and (v) may not be assigned, in whole or in part, directly or indirectly, by operation of law or otherwise, by PC Associate.  The following order of precedence shall apply in the event there is any inconsistency contained in this Agreement:  (a) these Terms; and (b) the Order.  If any provision of this Agreement is found to be unenforceable under, or if PC reasonably believes that any such provision may be in violation of, any of the laws or regulations applicable thereto, then such provision shall be, or shall be deemed to be, restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect, without liability to any party.
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