Terms & Conditions

JOBWISE TERMS & CONDITIONS

These Terms and Conditions (“Agreement”) are entered into on today’s date (the “Effective Date”), by and between JobWise Ventures, Inc. (“JobWise”), a Delaware corporation, and you, the User, (“User”). JobWise and the User agree to all of the following terms and conditions:

WHEREAS, JobWise and User wish to enter into a strategic alliance and license agreement to market and perform certain complementary business consulting services;

NOW, THEREFORE, in consideration of the foregoing and of the mutual premises hereinafter expressed, the parties hereto mutual agree as follows:

GRANT OF LICENSE TO ACCESS AND USE SERVICE. Subject to the terms and conditions of this Agreement, JobWise grants User a non-exclusive, non-transferable, non-sublicensable, non-assignable, royalty-free, and worldwide license to use JobWise service (“Service”) (called “JobWise” software) solely for User’s internal business operations in accordance with the terms of this Agreement. The Service is currently being developed and may include functionality for a User to create a profile, manage and view work history, manage and view a work portfolio, manage and view certificates and stackable credentials, perform a job search, and communicate with User or a prospective or current employer. The Service may include functionality for User to track student employment and apprenticeships, perform searches, post jobs, and communicate with students and employers.

LICENSE FEE. In consideration for the Service, User shall pay JobWise a license fee of zero dollars ($0.00).

STUDENT & ALUMNI DIRECTORY INFORMATION. User agrees that it may, at its sole discretion, provide JobWise with directory information for all of its current students enrolled in applicable technical skills courses. JobWise will allow all students to opt-out of publishing their individual profile information publicly. JobWise policies and procedures are in compliance with Family Educational Rights and Privacy Act (FERPA) standards which allows schools to disclose directory information:

Family Educational Rights and Privacy Act (FERPA)

“Schools may disclose, without consent, ‘directory’ information such as a student name, address, telephone number, …honors and awards, and dates of attendance.” (Source: https://www2.ed.gov/policy/gen/guid/fpco/ferpa/index.html)

MARKETING. User agrees that it may market use of the Service to its current student directory by word-of-mouth promotion by school instructors, by email, and by text message. User agrees to allow JobWise to also market the Service to User’s current student directory via text message, phone, and email.

TERM. This Agreement begins on the Effective Date and will continue for a period of twenty-four (24) months.

TERMINATION. After the initial term, the license will automatically extend on a month-to-month basis until either party terminates with 30 days’ notice.

CONFIDENTIALITY. User agrees that it will at all times hold in strict confidence and not disclose Confidential Information, as defined below, to any third party except as approved in writing by JobWise and will use the Confidential Information for no purpose other than evaluating the Service. User shall only permit access to Confidential Information to those of its employees having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. “Confidential Information” means all non-public materials and information provided or made available by JobWise to User, including products and services, information regarding technology, know-how, processes, software programs, research, development, financial information and information JobWise provides regarding third parties.

User’s obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when User can document that: (a) it was in the public domain at the time it was communicated to User; (b) it entered the public domain subsequent to the time it was communicated to User through no fault of User; (c) it was in User’s possession free of any obligation of confidence at the time it was communicated to User; (d) it was rightfully communicated to User free of any obligation of confidence subsequent to the time it was communicated to User; or (e) it was developed by employees or agents of User who had no access to any information communicated to User. After User’s evaluation of the Service is complete, or upon request of JobWise, User shall promptly return to JobWise all documents, notes and other tangible materials and return or certify the destruction of all electronic documents, notes, software, data, and other materials in electronic form representing the Confidential Information and all copies thereof. Even after termination of this Agreement, JobWise shall have the right to continue to use User student and alumni directory information for commercial purposes.

INTELLECTUAL PROPERTY. The Parties acknowledge and agree that JobWise will hold all intellectual property rights in the Service including, but not limited to, copyright and trademark rights. User agrees not to claim any such ownership in the Service’s intellectual property at any time prior to or after the completion and delivery of the Service to the Client. User agrees that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right. User shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information or the Service. User will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information or the Service.

SERVICE OFFERING. THE SERVICE AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND JOBWISE AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY JOBWISE, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICE REMAINS WITH USER.

LIMITATIONS OF LIABILITY. JOBWISE AND ITS LICENSORS SHALL NOT BE LIABLE FOR LOSS OF USE, LOST PROFIT, COST OF COVER, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL JOBWISE’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $1.00.

INDEMNIFICATION. Each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

NO PARTNERSHIP. Nothing herein contained shall be construed to imply a joint venture, partnership or principal-agent relationship between JobWise and User, and neither party shall have the right, power, or authority to obligate or bind the other in any manner whatsoever, except as otherwise agreed to in writing.

GENERAL PROVISIONS.

Entire Agreement. This Agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.

Amendment. This Agreement can be amended only by a writing signed by both parties.

Assignment. Neither party may assign this Agreement or any of their rights or obligations under this Agreement without the other party’s written consent.

Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid, or (iv) electronic mail to the party’s address specified in this Agreement (legal@jobwise.com), or to the address that a party has notified to be that party’s address for the purposes of this section. A notice given under this Agreement will be effective on the other party’s receipt of it.

Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Utah, without regard to its conflict of laws rules.

Severability. If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Survival. User’s obligations under this Agreement shall survive any termination of this Agreement.

Waiver. The failure or neglect by a party to enforce any of the rights under this Agreement will not be deemed to be a waiver of that party’s rights.

Force Majeure. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is beyond the reasonable control of a party, materially affects the performance of any of its obligations under this Agreement, and could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.