These JobWise Terms and Conditions, together with the Registration Form which is incorporated herein by reference (collectively, the “Agreement”), are a binding agreement by and between JobWise Ventures, Inc., a Delaware corporation (“JobWise”) and the user named on the Registration Form (“User” or “you”).
THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH USER MAY USE THE JOBWISE SOFTWARE PLATFORM AND ANY RELATED SERVICES (THE “SERVICES”). IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE THE SERVICES.
- SAAS Services and Support
- Subject to the terms hereof, JobWise will use commercially reasonable efforts to provide User the Services. As part of the registration process, User will identify an administrative user name and password for User’s account. JobWise reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
- Subject to the terms hereof, JobWise will provide User with reasonable technical support services in accordance with JobWise’s standard practice.
- Restrictions and Responsibilities
- User will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to User for use on User premises or devices, JobWise hereby grants User a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
- User may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
- User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). User shall also be responsible for maintaining the security of the Equipment, User account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of User account or the Equipment with or without User’s knowledge or consent.
- User shall be responsible for all use of the Services through User’s account, whether authorized or not, and shall ensure that all individuals accessing the Services through User’s account comply with this Agreement.
- User agrees that if they make any changes to their respective profile data, other than changing their status to 'Do Not Contact,' User grants permission to JobWise to facilitate communication between interested employers and User. By making such changes, User acknowledges and consents to the sharing of their profile data with potential employers who may wish to contact them for employment opportunities. User understands that JobWise does not guarantee the suitability or quality of any offers or communications received from interested employers and that User assumes all responsibility and risk associated with engaging in any such communications or interactions.
- Confidentiality; Proprietary Rights
- Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of JobWise includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of User includes non-public data provided by User to JobWise to enable the provision of the Services (“User Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
- User shall own all right, title and interest in and to the User Data. JobWise shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with additional services or support, and (c) all intellectual property rights related to any of the foregoing.
- Notwithstanding anything to the contrary, JobWise shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning User Data and data derived therefrom), and JobWise will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other JobWise offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
- If JobWise collects individual student data pursuant to these terms, JobWise will manage such data in accordance with the Family Educational Rights and Privacy Act of 1974 (including its implementing regulations, “FERPA”) that govern the confidentiality of, and access to, students’ educational records.
- User authorizes JobWise to use its name, logo and/or trademark without notice to or consent in connection with certain promotional materials that JobWise may disseminate to the public. The promotional materials may include, but are not limited to, internet website, video, brochures, press releases, and any other materials relating the fact that User has a relationship with JobWise and such materials may be developed, disseminated and used without Users’ review.
- Fees and Payment
- Some Services are provided at no charge and other Services require the payment of fees (the “Fees”). Where applicable, JobWise will charge User’s selected payment method (such as a credit card, debit card or other method) for any Fees. JobWise may update information regarding User’s selected payment method if provided such information by User’s financial institution. For details about Fees and for Services, please contact a representative of JobWise. All transactions are final. Some Fees automatically renew until canceled.
- JobWise reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days’ prior notice to User (which may be sent by email). If User believes that JobWise has billed User incorrectly, User must contact JobWise no later than thirty (30) days after the error or problem appears, in order to receive an adjustment or credit. Inquiries should be directed to JobWise’s customer support department.
- If User uses or subscribes to any fee-based Services, User shall pay JobWise the applicable Fees without offset or deduction. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate suspension or termination of Service. User shall be responsible for all taxes associated with Services other than U.S. taxes based on JobWise’s net income.
- Term and Termination
- The term of this Agreement begins on the date User first accesses the Services and continues until terminated. In addition to any other express termination right set forth in this Agreement:
- JobWise may terminate this Agreement, for any reason upon thirty (30) days’ advance notice to User. User may terminate this Agreement for any reason by upon written notice to JobWise.
- JobWise may terminate this Agreement, effective immediately on written notice to User, if (a) User breaches this Agreement; or (b) User (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
- Upon termination of this Agreement, User shall immediately discontinue use of the Services Provider IP and all licenses granted by JobWise hereunder shall immediately terminate. No termination of this Agreement will affect User’s obligation to pay any Fees that may have become due before such termination, or entitle User to any refund.
- Upon any termination, JobWise will make all User Data available to User for electronic retrieval for a period of thirty (30) days, but thereafter JobWise may, but is not obligated to, delete stored User Data.
- All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
- The term of this Agreement begins on the date User first accesses the Services and continues until terminated. In addition to any other express termination right set forth in this Agreement:
- Warranty and Disclaimer.
JobWise shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by JobWise or by third-party providers, or because of other causes beyond JobWise’s reasonable control, but JobWise shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, JOBWISE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND JOBWISE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
JobWise Indemnification. JobWise shall hold User harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided JobWise is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; JobWise will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by JobWise, (ii) made in whole or in part in accordance with User specifications, (iii) that are modified after delivery by JobWise, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where User continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where User’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by JobWise to be infringing, JobWise may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for User a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and User’s rights hereunder and provide User a refund of any prepaid, unused fees for the Service.
User Indemnification. User shall indemnify, hold harmless, and, at JobWise’s option, defend JobWise and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any third-party claim, suit, action, or proceeding (“Third-Party Claim”) (i) that User Data, or any use of User Data in accordance with this Agreement, infringes or misappropriates a third party’s intellectual property rights or violates any applicable law or regulation; or (ii) based on User’s or any Authorized User’s negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement; provided that User may not settle any Third-Party Claim against JobWise unless JobWise consents to such settlement, and further provided that JobWise will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
User agrees that if it utilizes the Software to communicate with minors, defined as individuals who are 18 years old or younger, User represents and warrants that it has obtained the necessary consent from the appropriate parent or legal guardian of the minor before engaging in any communication. User acknowledges and understands that it is solely responsible for verifying and obtaining such consent, ensuring compliance with all applicable laws and regulations regarding the communication with minors. User further agrees to indemnify and hold harmless the Software provider from any claims, damages, or liabilities arising out of or related to User's failure to obtain the required consent or any unauthorized communication with minors.
- Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, JOBWISE AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND JOBWISE’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE GREATER OF (A) THE FEES PAID BY USER TO JOBWISE FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, OR (B) $500.00, IN EACH CASE, WHETHER OR NOT JOBWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
JobWise is a software platform designed to assist schools in collecting job placement data, which may be necessary for their accreditation. JobWise is not responsible for accrediting schools or ensuring that they meet their accreditation requirements. If a school loses its accreditation, JobWise bears no responsibility for the school's failure to meet its accreditation obligations. It is the sole responsibility of the school to ensure that it meets its accreditation requirements. JobWise does not guarantee or make any warranties regarding the accuracy, completeness, or timeliness of the information provided by the software platform. Therefore, any reliance placed on such information is at the user's own risk.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with JobWise’s prior written consent. JobWise may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind JobWise in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions.