Terms and Conditions
Revised September 19, 2017
1. Welcome; Intended Audience
2. TwelveJobs Description Of Service
4. Your Responsibilities
5. Matching Process
6. Payments And Refunds
7. Limitations On Liability
8. Intellectual Property Rights
9. Licensing to TwelveJobs
10. Disclaimer of Warranties
12. Communications Decency Act
13. DMCA Notices
14. Choice of Law
15. Dispute Resolution
16. Force Majeure
17. Severability; Headings
22. Entire Agreement
23. Electronic Communications
24. Beta Tests, Usability Studies, and Other Tests and/or Studies
1. Welcome; Intended Audience
Welcome to the Terms and Conditions for TwelveJobs, Inc. ("TwelveJobs"). Our registered office in the state of Delaware is 16192 Coastal Highway, in the city of Lewes, county of Sussex, 19958. TwelveJobs is a platform that provides non-binding matches to job seekers and employers. TwelveJobs does not act as an agent for the purposes of the hiring process. This is an agreement ("Agreement") between TwelveJobs, the owner and operator of twelvejobs.com (the "Site") and the TwelveJobs job matching service (the Site and job matching service, collectively the "Service"), and you.
Please read this agreement carefully. By accessing or using this Site in any way, including using the Service, clicking on the "I accept" button, completing the registration process, and/or merely browsing the site, you represent that: (1) you have read, understand, and agree to be bound by the Agreement; (2) you are of legal age to form a binding contract with TwelveJobs; (3) you have the authority to enter into the Agreement personally or on behalf of the company you have named as the employer, and to bind that company to the Agreement; and you have disclosed to TwelveJobs in writing, in advance or immediately following your engagement with such parties, the name of each and every company, agency or individual with whom you are associating, either as an employee, contractor, consultant or otherwise, for the purposes of recruiting job seekers. If you do not agree to be bound by this Agreement, you may not access or use this Site or the Service. The Site and Service are intended for adults only. The Site and Service are not intended for any children under the age of 18.
Throughout this document, the words "TwelveJobs," "us," "we," and "our," refer to our company, TwelveJobs, our Site or our Service, as is appropriate in the context of the use of the words. The term "Job Seeker" will refer to users of our Service who are seeking employment opportunities, including short-term or long-term positions, full-time or part-time positions, internships, fellowships, contractor positions, or otherwise, through TwelveJobs. The term "Employer" will refer to a company or individual, as applicable, that is interested in hiring Job Seekers through the use of our Service. The term "You" refers to the individual, company or legal entity, as applicable, identified as the user when you register on the Site, either as or on behalf of a Job Seeker or Employer.
It is important to understand that matches made via TwelveJobs are non-binding and do not create any contractual obligations between either Job Seekers or Employers. Matches merely allow Job Seekers to meet Employers who may be interested in hiring them.
You agree to keep all information gained from using our Site confidential; you agree that (1) you will use any content submitted by Job Seekers in accordance with applicable privacy and data protection laws; (2) you will not disclose the names or identities of any Job Seekers listed for any match, outside of your recruiting or hiring department; AND (3) you will take appropriate physical, technical and administrative measures to protect content you obtain through use of the Site and/or Service from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly or privately disclose or disseminate any job offers which you become aware of through our Site or Service.
Our Service may allow you to upload profile data, organization- or position-related data, photos, resumes, projects and other information and may allow you to message or communicate in other ways with other users through our Service. Any information that you post, transmit or submit through our Site or Service will be referred to as "Content" throughout this Agreement.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS, IN A LOCATION CHOSEN AT TWELVEJOBS'S SOLE DISCRETION, TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY TWELVEJOBS IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of the Agreement available at the Site. We will also update the "Last Revised" date at the top of the Agreement. If we make any material changes, and you have registered to use the Service, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to the Agreement will be effective immediately for new users of the Site or Service and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes shall be effective for users who have a registered account on the Site ("Registered Users") upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. TwelveJobs may require you to provide consent to the updated Agreement in a specified manner before further use of the Site or the Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site and/or the Service. Otherwise, your continued use of the Site and/or Service constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.
2. TwelveJobs Description Of Service
For Job Seekers
TwelveJobs provides Job Seekers with the opportunity to find jobs that fit their needs in a transparent and simple way. Job Seekers' use of TwelveJobs is free, and the match process is non-binding and does not create any contractual obligations between the Employer and the Job Seeker. TwelveJobs only acts as a tool for Job Seekers to explore opportunities without obligation.
As an Employer, you have the opportunity to find qualified talent and reduce the costs involved with hiring and retaining such talent. You may submit interview requests ("Requests") for Job Seekers on our Service that you feel may be a fit for your company. However, these Requests are non-binding and do not create a binding employment contract. A non-refundable Deposit (as defined in Section 6 below) will only be collected from you in accordance with Section 6 after you have submitted the first interview request for a given position. From there, you may interview as many candidates as you'd like for the aforementioned open position at no further cost prior to making a hire for that position. Success Fee (as defined in Section 6 below) will only be collected from you in accordance with Section 6 after you have successfully hired a Job Seeker. YOU UNDERSTAND THAT TWELVEJOBS DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS). YOU AGREE TO (1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE MAKING AN OFFER OF EMPLOYMENT TO A JOB SEEKER, AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED EMPLOYMENT OF ANY JOB SEEKER.
In registering for an account on the Site, you agree to (1) provide true, accurate, current, and complete information about yourself as prompted by the Service registration form ("Registration Data"), and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your account. If you provide any Content that is untrue, inaccurate, not current, or incomplete, or TwelveJobs has reasonable grounds to suspect that such Content is untrue, inaccurate, not current or incomplete, TwelveJobs has the right to suspend or terminate your account and refuse any and all current or future use of the Site and/or Service. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account. You agree not to create an account or use the Site or Service if you have been previously removed by TwelveJobs, or if you have been previously banned from the Site or Service.
In order to use TwelveJobs as a Job Seeker you must register and create a profile. The use of the Site and the Service is free for Job Seekers. When registering with TwelveJobs, we may require you to provide us information such as your name, e-mail address, work experience, educational background, future goals, and skill set. Furthermore, you agree to provide us with any other identifying documents or information that we may request. We may also allow you to use a third party service such as Github, LinkedIn or Twitter to register. We may, but are not required to, review the information that you provide to us during the registration process and we may also review any other information about you that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to use our Service.
In order to use TwelveJobs as an Employer you must also register. Registration is free. When registering we may ask you for additional information related to your company and the types of Job Seekers you are looking for. We may also allow you to use a third party service such as LinkedIn to register. We may review the information that you provided to us during the registration process and any other information that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to engage with, and make Requests to, Job Seekers that have posted their profiles on TwelveJobs.
4. Your Responsibilities
You are responsible for your use of the Site and Service and for any use of the Site or Service made using your account. You agree not to access, copy, or otherwise use the Site or the Service, including our intellectual property and trademarks, except as authorized by this Agreement or as otherwise authorized in writing by TwelveJobs. Remember when using TwelveJobs we ask you to act reasonably and responsibly with others. Your continued access to our Site and use of our Service are contingent on your agreement to act in a proper manner. When using our Site and Service:
5. Matching Process
Job Seeker's Role
After a Job Seeker has registered and created a profile on TwelveJobs, he or she will be entered into the matching process. Employers will then have the opportunity to engage with Job Seekers for their services through the matching process. By creating a profile and using the matching process, the Job Seeker can see which Employers may be interested in hiring him or her. At the conclusion of the matching process, the Job Seeker may accept or decline the interview request of any Employer that contacted him or her. If the Job Seeker does not accept or decline the interview request within the specified time period, the non-response will be treated as though the Job Seeker had declined the interview request. All requests by Employers through our Site and Service are non-binding. TwelveJobs does not guarantee that the Job Seeker will receive any interview requests through our Site and Service. The Job Seeker agrees to promptly notify TwelveJobs of any job offer with an Employer that contacted or communicated with him or her on our Site or Service. The Job Seeker agrees not to attempt to circumvent our Site and Service by independently attempting to communicate with an Employer that contacted or communicated with him or her on our Site or Service.
After an Employer has registered on TwelveJobs, the Employer will be able to create position profiles for open positions that the Employer is seeking to fill. Once a position profile is complete and submitted for matching, the Employer will have the opportunity to receive anonymous Job Seeker profiles as potential matches on a regular basis from TwelveJobs until either the position is filled or the position profile is removed from the matching process. The position profile may be removed from the matching process at the Employer's request. TwelveJobs reserves the right to remove the position profile for any reason, including in cases where the Employer has been unresponsive to attempts at communication regarding a specific position profile for 30 days. The Job Seeker may accept or decline the interview request of any Employer that contacted him or her. If the Job Seeker does not accept or decline the interview request within the specified time period, the non-response will be treated as though the Job Seeker had declined the interview request.
All matches through our Site and Service are non-binding. TwelveJobs cannot guarantee that the Employer will receive matches for any open position. It is the Employer's responsibility to review the matched Job Seeker profiles and to extend interview invitations, through the Site and Service, to any matches that the Employer would like to interview. If a Job Seeker accepts the Employer's invitation to interview, TwelveJobs will make the Job Seeker's contact information available to the Employer. The Employer agrees to promptly notify TwelveJobs of any job offer with a Job Seeker whom the Employer contacted or communicated with on our Site or Service.
Once an Employer has encountered a Job Seeker on our Site or Service, the Employer agrees to communicate exclusively with the Job Seeker through our Site and Service until TwelveJobs makes the Job Seeker's contact information available following the accepted interview request. The Employer agrees not to attempt to circumvent our Site and Service by independently attempting to communicate with and hire the Job Seeker through alternative means after discovering the Job Seeker on our Site or Service.
If an Employer requests an interview with a Job Seeker from our Site, the Employer will owe TwelveJobs a non-refundable Deposit (as defined in Section 6 below), after which the Employer may interview as many additional Job Seekers as they would like for that particular position, at no additional cost unless the Employer makes a hire. If an Employer hires a Job Seeker from our Site, the Employer will owe TwelveJobs a Success Fee (as defined in Section 6 below).
TwelveJobs does not act as an agent for the purposes of the matching process. TwelveJobs merely provides Job Seekers a location and the software tools to enable them to find and connect with Employers. Job Seekers and Employers are solely responsible for any issues arising from the use of the TwelveJobs match software or their use of Service.
Any agreements created between an Employer and a Job Seeker are not binding on us. We are not liable for, or obligated to enforce, any agreements between an Employer and a Job Seeker. You will not consider TwelveJobs, nor will TwelveJobs be construed as, a party to such transactions, whether or not TwelveJobs receives some form of remuneration in connection with the transaction, and TwelveJobs will not be liable for any costs or damages arising out of or related to such transaction.
No contractual obligations are created for either the Job Seeker or the Employer through the use of the Service. The Job Seeker is not obligated to accept any interview request or job offer at all. Additionally, interview requests submitted by an Employer to a Job Seeker through the matching process are not binding on the Employer. The Job Seeker may choose which Employer, if any, he or she wishes to interview with.
6. Payments And Refunds
For Job Seekers
TwelveJobs is free for Job Seekers. A Job Seeker is required to promptly notify TwelveJobs if the Job Seeker (1) accepts an offer of employment (an "Employment Offer"), whether for an indefinite or fixed term, or in the form of permanent employment, temporary employment, an internship, a fellowship, or otherwise (2) accepts an offer of employment as a contractor (a "Contractor Offer"), whether for an indefinite or fixed term (each, a "Contractor Engagement"), (3) accepts an Employment Offer or a Contractor Engagement during or within twelve (12) months after termination of an Internship or Fellowship (as defined below) of any duration, with an Employer to whom the Job Seeker was matched through the use of our Site or Service, (4) accepts an Employment Offer made by an Employer during or within twelve (12) months after termination of a Contractor, Internship, or Fellowship Engagement with such Employer (each, a "Covered Offer").
For Employment Offers for full time employment of an indefinite term, the Job Seeker may, at the sole discretion of TwelveJobs, receive a payment (the "Signing Bonus") equivalent to up to $50. The Signing Bonus, if offered, will be paid not later than 120 days after the work Start Date of the Job Seeker with Employer, persuant to our receipt of valid documentation regarding the offer. For Contractor Offers of an indefinite or fixed term of at least 500 billable hours and a total cash compensation of at least $2,000, the contractor may, at the sole discretion of TwelveJobs, receive a Signing Bonus of up to $50, persuant to our receipt of valid documentation regarding the offer. A Job Seeker is only eligible to receive one Signing Bonus per Employer.
For the purposes hereof, an Internship shall refer to an opportunity for a Job Seeker to work, as an intern or pursuant to a co-op arrangement, for an Employer for a fixed period of time to assess job skills and shall only apply to Job Seekers that are enrolled in college or graduate school, or who have graduated from college or graduate school in the past 6 months. A Fellowship shall refer to an opportunity for a Job Seeker to work as a fellow for an Employer for a fixed period of time to accomplish specific pre-defined goals. For Internship and Fellowship Offers of an indefinite or fixed term of at least 500 billable hours and a total cash compensation of at least $2,000, the intern or fellow may, at the sole discretion of TwelveJobs, receive a Signing Bonus of up to $50, persuant to our receipt of valid documentation regarding the offer.
If you are a Job Seeker who is using our Site and/or Service, you agree that (1) if you receive a Covered Offer, you shall promptly notify TwelveJobs of your Start Date and the key terms of such Covered Offer (and notify TwelveJobs promptly should that Start Date or offer terms change at any time), (2) you shall provide TwelveJobs with (a) a copy of a fully executed Covered Offer employment offer letter, or (b) execute a document between Employer, TwelveJobs and Job Seeker that states material employment terms, including, among other things, Start Date and compensation, promptly upon the signing of a Covered Offer employment offer letter between you and such Employer (the "Effective Date"), as requested by TwelveJobs, and (3) you will promptly notify TwelveJobs after termination of your employment as an employee, intern, coop employee, fellow, consultant or contractor ("Employment") in the event that (a) an Employer terminates your Employment based on unsatisfactory performance within ninety (90) days of the date on which your Employment commenced, or (b) you voluntarily terminate your Employment within ninety (90) days of the date on which your Employment commenced. In the event that before the Start Date, either Employer or Job Seeker elect not to begin the employment relationship contemplated by the Covered Offer, Job Seeker shall promptly notify TwelveJobs and such Job Seeker shall not be eligible for the related Job Seeker Payment. In the event that within ninety (90) days of the date on which your Employment commenced (4) an Employer terminates your Employment (other than as part of a reduction in force) or (5) you voluntarily terminate your Employment, and (6) you have received any Job Seeker Payment, then TwelveJobs is entitled to the return of the Job Seeker Payment and you shall promptly return that Job Seeker Payment to TwelveJobs. The foregoing repayment amount is a debt immediately owed to TwelveJobs and the Job Seeker will pay for any professional fees TwelveJobs incurs in enforcing such repayment obligation.
Once we have accepted the registration of an Employer, the Employer will be able to post positions through the Service. In order to post a regular position, the Employer will owe TwelveJobs a non-refundable Deposit of $100 ("Deposit"). In order to post a specialized position, defined as any position that requires at least 8 years of experience, a doctoral degree, or a salary of $100,000 to fill, the Employer will owe TwelveJobs a non-refundable Deposit of $200. In the case of an Employment engagement for a regular position, the Employer must pay a Success Fee equal to 5% of the Job Seeker's first year cash compensation, less the $100 Deposit, which amount shall be due and payable thirty (30) days after the Start Date. In the case of an Employment engagement for a specialized position, as defined above, the Employer must pay a Success Fee equal to 10% of the Job Seeker's first year cash compensation, less the $100 Deposit, which amount shall be due and payable thirty (30) days after the Start Date.
Employers are required to complete the TwelveJobs Direct Debit Authorization Form or the Credit Card Authorization Form at the end of the Employer Profile allowing TwelveJobs to directly withdraw, debit or charge payments from Employer's designated bank or credit card account(s) and may be subject to a credit review at TwelveJobs's sole discretion.
As part of the position profile, Employers may be required to provide an expected salary range for the open position. If the Employer does not notify TwelveJobs of the contract amount upon hiring a Job Seeker that the Employer viewed and/or communicated with on the Site, pursuant to the Terms and Conditions described herein, and/or if the Employer does not respond to TwelveJobs's communications regarding the outcome of any matches or potential matches identified on our Site, the Employer will be automatically billed based on the greater of a) the highest amount listed in the expected range pursuant to Payments and Refunds and b) the amount indicated by the Job Seeker upon reporting the hire.
TwelveJobs reserves the right to run promotions, sales, or deals that may, at any time, change the pricing structure for any or all participating employers.
6.1 Contractor Engagement
If an Employer requests an interview with a Job Seeker from our Site for a Contractor, Internship, or Fellowship position, the Employer will owe TwelveJobs a non-refundable Deposit of $100, after which the Employer may interview as many additional Job Seekers as they would like for that particular position, at no additional cost unless the Employer makes a hire. In the case of a Contractor, Intern, or Fellow Engagement within twelve (12) months of the date on which the Employer first viewed the Job Seeker on the Site, the Employer shall pay a fee equal to the greater of 5% of the total cash compensation during the first year of the Contractor or Intern or Fellow's contract with the Employer, or $250, less the $100 Deposit. In the event that a Contractor, Intern, or Fellow Engagement results in the Contractor, Intern, or Fellow accepting an Employment Offer, the Employer shall pay a Success Fee equal to 5% of the Job Seeker's first year cash compensation (the "Conversion Upfront Success Fee"), less the amount already paid for the position. The Conversion Upfront Success Fee amount shall be due and payable thirty (30) days after the Start Date.
Employers are required to promptly notify TwelveJobs once a Job Seeker has accepted a Covered Offer and notify TwelveJobs of the Start Date for such Job Seeker (including prompt notification of any subsequent changes in such Start Date.) Employers shall provide TwelveJobs with (1) a copy of a fully executed Covered Offer employment offer letter, or (2) execute a document between Employer, TwelveJobs and Job Seeker that states material employment terms, including, among other things, Start Date and compensation promptly upon the Effective Date. In the event that before the Start Date, either Employer or Job Seeker elect not to begin the employment relationship contemplated by the Covered Offer, Employer shall promptly notify TwelveJobs and the Job Seeker shall not be eligible for any Job Seeker Payment.
The Employer will owe TwelveJobs a Success Fee for any Covered Offer which is accepted by a Job Seeker within twelve (12) months of the date on which the Employer first viewed the Job Seeker on the Site, as defined above.
Timekeeping - Employer shall approve all electronic timesheets submitted by contractor within 24 hours of the agreed approval time. It is understood and agreed that Employer's failure to edit, dispute or correct a timesheet within 24 hours of the approval deadline shall constitute approval of that timesheet and agreement to pay for the time reported.
For 180 days after the end of any Contractor Engagement, the Employer must use TwelveJobs to engage any contractor formerly provided through TwelveJobs, the Site and/or Service.
6.2 Success Fee Provisions
Notwithstanding the foregoing, in the event of a Success Fee dispute, if an Employer can establish that the Employer had an Active Process (as defined below) with the Job Seeker before using our Site and Service (e.g., the Job Seeker had already begun the interview process with the Employer and such process had not been terminated, or the Employer had received the Job Seeker's resume from an employment agency or headhunter and the Job Seeker was under active consideration by the Employer), the Employer may be exempted from paying the Success Fee. However, the final determination as to whether a Success Fee is owed by the Employer for an accepted Covered Offer will be at the sole discretion of TwelveJobs. For the purposes hereof, "Active Process" shall mean continuous direct, back & forth communication, in an active recruiting or hiring context where a decision to put a candidate on hold or reject has not been made, within the three (3) months prior to using the Site or Service for a Job Seeker that exists in Employer's applicant tracking system or that was submitted by a recruiting agency.
IF YOU ARE AN EMPLOYER who is using our Site and/or Service, you agree to the Success Fee provisions. If you do not agree with any of the provisions of this Agreement, please terminate your account immediately and cease using TwelveJobs. YOUR OBLIGATION TO PAY ANY SUCCESS FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
If an Employer circumvents our Site and/or Service after discovering a Job Seeker through our Site or Service and subsequently hires that Job Seeker within twelve (12) months of the date on which the Employer first viewed the Job Seeker on the Site, the Employer will pay a Success Fee equal to 25% of the cash compensation of the Job Seeker during the first year and TwelveJobs may, in its sole discretion, terminate the Employer's account.
Employer agrees to pay the Deposit and Success Fees charged to Employer's account in accordance with the fees, charges, and billing terms in effect at the time the Deposit and Success Fee are due and payable hereunder. By accepting TwelveJobs's Terms of Service, Employer agrees that TwelveJobs is authorized to immediately bill the Employer's credit card, or withdraw Deposit and Success Fees due and payable to TwelveJobs hereunder from Employer's account, and that no additional notice or consent is required. Employer agrees to immediately notify TwelveJobs of any change in its billing address or any account information provided to TwelveJobs used for payment hereunder.
Changes In Fees And Billing Methods
TwelveJobs reserves the right at any time to change its fees (including to begin charging for services that it is currently providing free of charge) and billing methods, either immediately upon posting on the Site or by email delivery to you.
At TwelveJobs we value our customers' satisfaction in using our Site and Service to hire great Job Seekers. If (1) an Employer hires a Job Seeker and terminates the Job Seeker's Employment based on unsatisfactory performance within ninety (90) days of the Start Date, (2) a Job Seeker voluntarily terminates his or her Employment within ninety (90) days of the Start Date, or (3) Job Seeker does not start Employment because either Employer or Job Seeker elects not to begin the employment relationship contemplated in the Covered Offer (each, a "Termination Event"), upon written receipt and confirmation of such information, TwelveJobs will fully refund to the Employer the Success Fee related to the Job Seeker who was the subject of the Termination Event if such Success Fee was paid by Employer prior to the Termination Event. No refunds shall be provided for the Deposit or for the Conversion Upfront Success Fees.
7. Limitations On Liability
Through TwelveJobs's Site and Service users of TwelveJobs may be able to post content about third parties. TwelveJobs is not liable to third parties for any content that has been posted or viewed on TwelveJobs's Site or Service. For your convenience, the following are some important details of this Agreement that affect your rights and remedies:
8. Intellectual Property Rights
The design of the Service along with TwelveJobs created text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to TwelveJobs, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. TwelveJobs reserves all rights in and to the Service and the Site. You agree to not engage in the use, copying, or distributing any content contained within the Site or through the Service unless we have given you express written permission to do so.
9. Licensing To TwelveJobs
You hereby grant to TwelveJobs and its owners, affiliates, representatives, licensees, licensors and assignees (collectively, "TwelveJobs") a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to: (1) display, publicly perform, distribute, store, broadcast, transmit and reproduce your logo(s), service marks, trademarks and trade names through the Site, the Service and/or any other medium currently invented or invented in the future; and (2) display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or any part of the Content and anything we may make with the Content through the Site, the Service and/or any other medium currently invented or invented in the future. Further, you waive and agree never to assert any and all moral rights in and to all of the materials licensed in this Section 9. We reserve the right to display advertisements in connection with the Content. We are not required to host, display, or distribute any of the Content and we may refuse to accept or transmit the Content, and may remove or delete all or any portion of the Content from TwelveJobs at any time. By submitting any Content to us, you hereby represent and warrant that you own all rights to the Content or, alternatively, that you have the right to give us the license described above. Finally, you represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. You understand that when using the Site and/or the Service you will be exposed to content from a variety of sources, and that TwelveJobs is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content, and that such content is not the responsibility of TwelveJobs. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against TwelveJobs with respect thereto, and agree to indemnify and hold TwelveJobs harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.
10. Disclaimer Of Warranties
THE SITE AND SERVICE ARE PROVIDED TO YOU AS IS, FOR YOUR INFORMATION ONLY. TWELVEJOBS EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT, OUR SITE OR OUR SERVICE, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SITE AND/OR SERVICE, or NEGLIGENCE OR ANY OTHER TORT.
TWELVEJOBS MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SITE AND/OR SERVICE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SITE AND/OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE AND/OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SITE AND/OR SERVICE WILL BE CORRECTED.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND/OR SERVICE.
THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. NOTHING IN THE PROVISIONS OF THIS SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, REPRESENTATIONS OR CONDITIONS, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY IN FULL TO YOU. IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.
You agree to defend, indemnify and hold harmless TwelveJobs from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
This defense and indemnification obligation will survive this Agreement and your use of the Site and/or Service.
You also agree that you have a duty to defend us against such claims. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys' fees, court costs, settlements and disbursements.
12. Communications Decency Act
We respect the First Amendment and allow our users to create content which is user-generated. However, this is an online community so please be respectful and reasonable while communicating with others. Since third parties independently upload their content to our Site and our Service, we are not liable for any defamatory content posted on our Site and/or Service if published by a third party. Although we may choose to edit or delete any clearly defamatory content, we are not required to, and we reserve all defenses for such speech made available to us by Section 230 of the Communications Decency Act, applicable statutes, the common law, and the First Amendment to the Constitution of the United States of America.
If you are considering attempting to circumvent these defenses by filing suit against us in another country for content that a third party has posted to our Site, we recommend that you review the Securing the Protection of our Enduring and Established Constitutional Heritage (SPEECH) Act as passed by the United States Congress, which makes foreign libel judgments unenforceable in U.S. courts, unless those judgments comply with the First Amendment to the Constitution of the United States of America.
13. DMCA Notices
We take copyright infringement very seriously. It is our policy to terminate the account of any user who repeatedly infringes copyright upon prompt notification to TwelveJobs by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site and/or Service in a way that constitutes copyright infringement, please provide us with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the material that you claim is infringing and a description of the location on the Site and/or Service of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. For notice of claims of copyright infringement please contact Attn: TwelveJobs, Inc. Legal Notice, 16192 Coastal Highway, Lewes, DE 19958.
14. Choice Of Law
This Agreement shall be governed by and interpreted in accordance with the laws of the state of Massachusetts, without giving effect to any principles that provide for the application of the law of another jurisdiction.
15. Dispute Resolution
Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with the Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) all arbitration proceedings shall be held in English; (3) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed to by the parties; and (4) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different from Massachusetts law, including the laws governing what can legally be sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that are applicable to your use of the Site or the Service.
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and TwelveJobs must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR TWELVEJOBS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, TwelveJobs will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (4) TwelveJobs also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys' fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.
The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by the Dispute Resolution section of this Agreement. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Agreement, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by Massachusetts law or United States federal law.
Notwithstanding the foregoing, either you or TwelveJobs may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party's patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Massachusetts or Delaware, at TwelveJobs's sole discretion. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Massachusetts, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Massachusetts for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
With the exception of the provision above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the provision prohibiting arbitration on a class or collective basis is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor the Company shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Massachusetts. By using the Site or the Service in any manner, you agree to the above arbitration provision.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
16. Force Majeure
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
17. Severability; Headings
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other's operation, TwelveJobs shall have the sole right to elect which provision remains in force. Headings in this Agreement are for reference purposes only and will not be used in its construction and/or interpretation.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law will not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
We may suspend the Service or your account or any other provision of services to you, and we may terminate this Agreement, at our discretion without explanation and notice, though we will strive to provide a timely explanation in most cases. If you wish to terminate this Agreement, you may do so by notifying TwelveJobs at any time and closing your account for the Service. Your notice should be sent in writing, in accordance with Section 21 below. Termination of the Agreement may result in the immediate deletion of any or all of the Content. TwelveJobs will not have any liability whatsoever to you for any suspension or termination, including for deletion of the Content. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, success fee provisions, warranty disclaimers, indemnity and limitations of liability.
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
Where TwelveJobs requires that you provide an e-mail address, you are responsible for providing TwelveJobs with your most current e-mail address. In the event that the last e-mail address you provided to TwelveJobs is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, TwelveJobs's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to TwelveJobs at the following address: Attn: TwelveJobs, Inc. Legal Notice, 16192 Coastal Highway, Lewes, DE 19958. Such notice shall be deemed given when received by TwelveJobs by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
22. Entire Agreement
The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
23. Electronic Communications
The communications between you and TwelveJobs use electronic means, whether you visit the Site or the Service or send TwelveJobs e-mails, or whether TwelveJobs posts notices on the Site or Service or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from TwelveJobs in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that TwelveJobs provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your statutory rights.
24. Beta Tests, Usability Tests, and Other Tests and/or Studies
If you participate in a TwelveJobs beta test, usability study, or other test: 1) You agree to participate in the test or study conducted by or on behalf of TwelveJobs. 2) You understand that participation in such test or usability study is voluntary and agree to immediately raise any concerns or areas of discomfort during the session with the study administrator or test provider. 3) You agree to protect and to hold confidential any proprietary information provided, used, or arising in connection with the test or usability study unless such proprietary information becomes part of the public domain. 4) You expressly assign to TwelveJobs, any and all right of interest that may result from your participation in the study and/or test. 5) By participating, you are indicating that you have read and you understand this information and that any questions you might have about the session or test have been answered. Thank you! We appreciate your participation.