This School Agreement (this “Agreement”) is by and between the undersigned member ("Member") and MYOPENJOBS, LLC (“Company”). Company agrees to provide Member with a process to distribute resumes of students who will complete a Career and Technical Education (CTE) associates, certificate, or diploma program ("Graduates"), to potential employers that operate within specific areas of the United States as defined by each Graduate (the “Services”). The Services shall also include a web- based system to assist Member in managing, tracking and reporting on the distribution of these resumes, the relationships Member has with potential employers and the post-graduation employment data collected from Member’s Graduates. The specific CTE programs supported by Company, and covered by this Agreement, are defined in the attached Addendum.
Member understands that Company is not an employment agency or a recruiting firm, and makes no representations or guarantees regarding the effectiveness or timeliness of the Services in meeting the employment objectives of Graduates. Company does not guarantee that resumes distributed by Graduates will result in Graduates being hired or positions being filled, and is not responsible for any employment decisions, for whatever reason, made by any Employer or Graduate.
Term and Termination: The term of this Agreement (the "Term") shall be for the specific period defined in the attached Addendum, along with the rate and payment terms for the Services (“Member’s Fees”). The Term of this Agreement shall commence on the date specified in the attached Addendum and shall continue until terminated pursuant to this Agreement or as otherwise stated on the attached Addendum. Upon the expiration of the Term, this Agreement and the corresponding Addendum shall automatically cancel.
Member Fees: Any Member’s Fees shall be paid in immediately available funds, in advance, shall be fully earned when received, and are non-refundable. Member’s Fees for the Term of this Agreement shall be in the amounts listed on the attached Addendum.
Credits: As part of this Agreement, Credits may be provided to Member, by Company, to distribute additional resumes to employers by email or fax and/or to promote various events to employers by email such as internships, externships, co-op’s, apprenticeships, job fairs, advisory boards, open houses, etc. Any such Credits shall be specified in the attached Addendum. At any time, additional Credits may also be purchased by Member at the current price specified in the online order form within Members account at gradcast.com. Company reserves the right to change its pricing structure for Credits at any time for any reason
All Credits purchased shall be paid in immediately available funds, shall be fully earned when received, and are non-refundable. One (1) Credit equals one (1) Individual email/fax to be sent through the GradCast SCHOOL DASHBOARD to selected employers. Credits may not be used, under any circumstances, to communicate with employers for purposes related to fundraising efforts, new student recruitment/enrollment or any other activity to solicit funds or sell any product or service. Credits are valid for a maximum period of twelve (12) months from the purchase/issue date and shall automatically expire upon the expiration of the Term of this Agreement.
Graduate Information: At least sixty (60) days prior to graduation, each Graduate’s information, including the Graduate’s first name, last name, address, city, state, zip code, phone number, email address, anticipated graduation date and their specific CTE program of study (industry), shall be provided by Member to Company (via a csv file, ftp or xml feed). Upon receipt of Graduate information, Company shall activate each Graduate’s account within seven (7) business days and contact each Graduate via email, text, and voice, to explain the benefits provided to them by GradCast,including the ability to distribute their individual resume, one time, to selected employers, at no cost to them. Company shall also have rights to contact graduates via email, text and voice, for the purposes of tracking post-graduate job placement data (“Trackback”), as agreed to in any Addendums and Terms agreed to subsequently or herein by Member and Company.
The number of resumes that each Graduate may distribute at no cost shall be defined in the attached Addendum. Should any Members Graduate’s choose to distribute their resume to more employers than is defined in the attached Addendum, or to utilize the resume distribution service more than one time, the Graduate shall be solely responsible for the additional cost for any such distribution, at the current retail rate published within the Graduates GradCast account.
All trademarks, copyrights, logos, and other intellectual property of Company, the contents of Company’s web site, and all elements which are a part thereof, and all intellectual and other proprietary rights therein, are and shall remain at all times the property of Company. Member agrees that the Services will only be utilized by the Graduates of the Member’s campus location specified on the attached Addendum hereto. Member hereby grants Company the right to use, copy and display Member’s Name, Logo(s) and/or trademark(s) on the Company’s web site(s) in connection with the Services provided to Members Graduates.
CONFIDENTIAL INFORMATION. As used in this agreement, the term “Confidential Information” means any and all Graduate and/or Employer information provided to Company by Member.
RESTRICTED USE OF CONFIDENTIAL INFORMATION. Company agrees that the Confidential Information (a) will be kept confidential by Company and (b) without limiting the foregoing, will not be disclosed by Company to any person except as expressly otherwise permitted by this Agreement and (c) operated in compliance with, but not limited to, the Family Educational Rights and Privacy Act of 1974. It is understood that Company may disclose Confidential Information to only those of its directors, officers, employees, agents, consultants, advisors or other representatives, including legal counsel, accountants and financial advisors (collectively “Representatives”) who (i) require such material for the purpose of analyzing the Transaction, (ii) are informed by Company of the confidential nature of the Confidential Information and the obligations of this Agreement, and (iii) are made by Company subject to confidentiality terms at least as stringent as herein. Company further agrees that Company and its Representatives will not use any of the Confidential Information to the detriment of Member.
NONDISCLOSURE. Except as expressly permitted above and except as expressly permitted by a definitive agreement with respect to any relationship or Transaction, if any, entered into between the parties, neither Company nor its Representatives will disclose any Confidential Information provided by Member to any other Member or third party, which includes other School’s that may use the Services of Company.
Indemnification: TO THE EXTENT PERMITTED BY TEXAS LAW, MEMBER SHALL INDEMNIFY COMPANY AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS FROM, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING ATTORNEYS' FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO (A) THE NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF THE SERVICES, (B) ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (C) ANY BREACH BY MEMBER OF ANY REPRESENTATION, WARRANTY, COVENANT, OR OTHER AGREEMENT CONTAINED IN THIS AGREEMENT, OR (D) ANY INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, RELATING TO ANY OF THE FOREGOING. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED UNDER THIS SECTION SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR RESULTING FROM THE SOLE CONTRIBUTORY OR ORDINARY NEGLIGENCE OF SUCH PERSON.
Limitation of Liability: Neither Company nor any affiliate, officer, director, employee, attorney, or agent of Company shall have any liability with respect to, and Member hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by Member in connection with, arising out of, or in any way related to, this Agreement, or any of the transactions contemplated by this Agreement. Member hereby waives, releases, and agrees not to sue Company or any of Company's affiliates, officers, directors, employees, attorneys, or agents for punitive or consequential damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement, or any of the transactions contemplated by this Agreement. In no event shall Company nor any affiliate, officer, director, employee, attorney, or agent of Company, be liable for any direct damages in excess of the aggregate of all fees paid by member as part of this Agreement, within the calendar year.
THE SERVICES ARE PROVIDED "AS IS" AND COMPANY MAKES NO, AND EXPRESSLY DISCLAIMS ANY, WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR OTHERWISE WITH RESPECT TO ITS SERVICES OR THE SITES, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF. (EVEN IF COMPANY HAS BEEN MADE AWARE OF, OR SHOULD HAVE KNOWN, OF SUCH PURPOSE), PERFORMANCE, ACCURACY, TIMELINES, COMPLETENESS, AND ADEQUACY. MYOPENJOBS, LLC DOES NOT WARRANT THAT GRADCAST.COM OR ANY OF THE SERVICES WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION. COMPANY SHALL NOT BE LIABLE TO MEMBER OR GRADUATE FOR LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTIES ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY SHALL HAVE NO LIABILITY WHATSOEVER TO ANY PARTY THAT HAS NOT SIGNED THIS AGREEMENT. THIS PARAGRAPH SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
a) This Agreement 1) shall be governed by the laws of the State of Texas (not withstanding the conflicts of laws provisions thereof) and Member consents to the jurisdiction of the Federal or state courts. (2) may be amended only by a writing signed by both parties and (3) constitutes the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. The parties’ rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns. Member shall ensure that all of Member’s employees and representatives using, or otherwise having access to, the Services do so only in accordance with this Agreement. The terms of this Agreement shall be severable and construed to the extent of their enforceability in light of the parties’ mutual intent.
b) This Agreement may not be assigned or transferred by Member without the prior written consent of Company.
d) Service of all written notices under this Agreement shall be sufficient if hand-delivered, faxed or mailed to the party at its respective address set forth above or at any other address the party may provide in writing from time to time. Any notice mailed shall be effective when deposited in the United States mail, duly addressed and with postage prepaid.
e) Member agrees that he/she has been given an opportunity to consult with an attorney of Member’s choosing as to the terms and conditions of this Agreement and its attachments. By signature hereon, Member confirms that he/she has either conferred with counsel or understands the termsof this Agreement prior to signing.
f) If Member is a legal entity (partnership, corporation and/or trust), Member represents to Company that this Agreement, the transaction contemplated in this Agreement, and the execution and delivery hereof, (i) have been duly authorized by all necessary partnership, corporate or trust proceedings and actions, as applicable, including without limitation, action on the part of the directors, if Member is a corporation, and (ii) constitute legal, valid, binding and enforceable obligations of Member.