Job Network Registration Agreement

Effective Date: June 28, 2023

  1. Acceptance. This agreement (this “Agreement”) is an agreement between the institution you represent (“Institution”) and 12twenty, Inc., a Delaware corporation with an address of 8605 Santa Monica Blvd, West Hollywood, CA 90069 (“12twenty”).  Each of the parties may be referred to herein as a “Party” and, together, as the “Parties”. By accepting the terms of this Agreement, you represent that you have the authority to bind Institution to this Agreement.
  2. Background. 12twenty is a provider of web-based services for universities and other higher education institutions, recruiters, students, and alumni and, among other services, distributes job postings of certain employers (“12twenty Employers”) and Institution is an educational institution. The Parties wish to enter into this Agreement to permit 12twenty to indicate that Institution will accept job postings from 12twenty Employers and to, at its discretion, make job postings from 12twenty Employers available to Institution’s students via agreed upon methods as described herein.
  3. Responsibilities. Each of the Parties shall have the respective obligations set forth below:
    • 12twenty Obligations. 12twenty shall be permitted to display the Institution’s Marks on the 12twenty website and marketing materials to indicate that the Institution will accept job postings from 12twenty Employers. Throughout the Term, 12twenty will make job postings from 12Twenty Employers available to Institution via mutually agreed methods (e.g. via email, posting directly to the Institution’s job board).

       

    • Institution Obligations. Institution, at its discretion, can elect whether or not to make available a job opportunity from a 12twenty Employer. If posted, Institution agrees that it will promptly remove any job posting when 12twenty informs Institution that the job is no longer available.

    • Mutual Obligations. The Parties will provide each other with all materials, information and assistance reasonably requested by the other in order to carry out the intent of this Agreement. Each Party will remain solely responsible for the operation of its website or other properties within its control.

       

  4. Term; Termination. This Agreement shall begin on the date that Institution accepted this Agreement and shall continue until terminated by either Party at any time by delivery of notice (email is sufficient) to the other (“Term”).
  5. Trademark License. During the Term, Institution grants to 12twenty a non-exclusive, non-transferable, royalty-free, license to use, publicly display, and reproduce the Institution’s Marks (as defined below) in accordance with Institution’s trademark usage policies as communicated to 12twenty, solely for the purpose of performing its obligations hereunder. For purposes hereof, the term “Institution’s Marks” shall mean Institution’s trademarks, service marks, logos, and brand elements. 12twenty understands and agrees that its use of the Institution’s Marks in connection with this Agreement shall not create any right, title or interest in or to such marks and that all such use and goodwill associated with such trademarks shall inure to the benefit of the Institution. As between the Parties, each Party owns and retains all rights in and to its respective technology(ies), website(s), product(s) and service(s).  Nothing contained in this Agreement will give either Party any right, title or interest in or to any intellectual property of the other Party, except for the limited rights expressly granted hereunder. Upon termination of this Agreement, 12twenty shall promptly discontinue use of the Institution’s Marks.
  6. Disclaimers.  NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY.
  7. Miscellaneous. This Agreement will be governed by and construed in accordance with the laws of the State of California. Neither Party may assign or transfer its rights or delegate its performance under this Agreement without the prior written consent of the other, which shall not be unreasonably withheld.  Notwithstanding the foregoing, either Party shall have the right to assign or transfer this Agreement to an entity that acquires all or substantially all of its outstanding stock or assets by merger, consolidation, sale or otherwise, without the consent of the other. The Parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency or employment relationship between the parties.  Neither Party will have any authority to make or accept any offers or representations on the other’s behalf. This Agreement is intended as a complete statement of all the terms of the arrangements between the Parties with respect to its subject matter and supersedes all previous agreements and understandings with respect to those matters. Sections 6 and 7 shall survive any termination or expiration of this Agreement. Notices may be sent via email and shall be effective when sent. Notices to 12twenty may be sent to 12twentyGPS@12twenty.com. Notices to Institution may be sent to the email address provided to 12twenty at the time of acceptance of this Agreement. Either Party may change its address for notices by informing the other Party and therefore each Party agrees to keep its contact information up-to-date. 12twenty may change the terms of this Agreement from time to time and if 12twenty makes any material changes, 12twenty will attempt to notify Institution by sending an email to the last email address provided.  Changes to this Agreement shall be evidenced by a new Effective Date shown above. Institution’s continued performance of this Agreement after such notice constitutes acceptance of the changes.  If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of this Agreement will continue in full force and effect.