TERMS & CONDITIONS


Last Revised July 1, 2015


Welcome to Jopwell.com (the "Website").  Through the Website, Jopwell, Inc., a Delaware corporation ("Jopwell", "Us", "We" or "Our"), helps top-tier minority candidates connect and communicate with America's most sought after companies (the "Services").  These Terms and Conditions, together with the Privacy Policy, describe the terms and conditions applicable to all company and candidate users' ("you" or "your") (collectively  the "Members") access, submissions and use of the Services. 


Acceptance of Terms


You agree that by clicking "Sign Up" or similar, registering, accessing, or using the Services, you are entering into a legally binding agreement (even if you are using the Services on behalf of a company) with Jopwell.


This Agreement includes these Terms and Conditions and the Privacy Policy, as may be amended from time to time.  If you do not agree to this Agreement, do not click Sign Up (or similar) and do not access or otherwise use the Services. 


Account, Password Security and Login


Use.  To use the Services, you agree that: (1) you must be eighteen years or older, (2) you will only have one Account (defined herein) which must be in your real name and (3) you are not already restricted by Jopwell from using the Services.


Account.


Certain aspects of the Website may require you to create an account with a username and a password (each an "Account").  you agree to take reasonable security precautions to protect your Account, and if you are an entity, those of all your personnel. These precautions shall be at least as great as the precautions that you take to protect your own property, but in no event less than commercially reasonable and prudent care. you are responsible for all access to and use of the Services through your Account. 


In connection with your Account and use of the Services and the Website, you agree that you will not:


Act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content;


Add content that is not intended for, or inaccurate for, a designated field;


Use an image that is not your likeness or a head-shot photo for your profile;


Create a false identity on the Website;


Misrepresent your current or previous positions and qualifications;


Misrepresent your affiliations with a person or entity, past or present;


Misrepresent your identity, including but not limited to the use of a pseudonym;


Create a profile for anyone other than yourself (a real person);


Use or attempt to use another's Account;


Harass, abuse or harm another person;


Send spam or other unwelcomed communications to others;


Copy or use the information, content or data on Jopwell in connection with a competitive service;


Imply or state that you are affiliated with or endorsed by Jopwell without Jopwell's express consent; and


Share or disclose information of others without their express consent


Notices and Service Messages.  you agree that Jopwell may provide notices to you via email sent to an address you provided or through other means including mobile number, telephone, or mail.  you agree to keep your contact information up to date in your Account. 


Messages and Sharing.  The Services may allow messaging and sharing of information in  many ways, such as your profile and job postings.  Information and content that you share or post may be seen by other Members.


Rights and Limits


your License to Us


you own the content and information that you submit or post to the Services. you are granting Jopwell a world-wide, non-exclusive, perpetual, transferable and sublicensable right to use, copy modify, distribute, publish, reproduce, display and process, information and content that you provide through our Services, without any further consent, notice and/or compensation to you or others.


These rights are limited in the following ways:


You may end this license for specific content by deleting such content from the Services, or generally by closing your Account, except to the extent you shared it with other Members as part of the Service and the Member copied or stored it and for the reasonable time it takes to remove the backup and other systems. 


While we may edit and make formatting changes to your content (such as translating it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression.


Jopwell does not represent or guarantee the truthfulness, accuracy, or reliability of content submitted by Members, derivative works from content submitted by Members, or any other communications posted by Members nor does Jopwell endorse any opinions expressed by Members.  you acknowledge that any reliance on material posted by other Members will be at your own risk.


In the event you submit suggestions, testimonials or other feedback to Jopwell regarding the Services, you agree that Jopwell can use and share such feedback for any purpose without compensation to you.


You agree that we may access, store and use any information that you provide in accordance with the terms of the Privacy Policy and your privacy settings.


You further agree to only provide content or information that does not violate the law nor anyone's rights (e.g., without violating any intellectual property rights or breaching a contract). you also agree that your profile information will be truthful.


Service Availability.  We may change, suspend or end any Service, or change and modify prices prospectively in our discretion.  To the extent allowed under applicable law, these changes may be effective upon notice to you. 


Other Content.  By using the Services, you may encounter content or information that may be inaccurate or incomplete, delayed, misleading, illegal, offensive or otherwise harmful.  Jopwell does not review content provided by Members.  you agree that Jopwell is not responsible for third parties (including other Members) content or information or for any damages as a result of your use of or reliance on it. 


Links to Other Sites.  The Website may contain links to third party websites.  These links are provided solely as a convenience to you and not as an endorsement by Jopwell of the contents on such third-party websites.  Jopwell is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party web sites.  If you decide to access linked third-party web sites, you do at your own risk. Third party providers have their own Terms and Conditions and Privacy Policies, and your relationship with any third party providers is governed solely by those agreements.  Jopwell makes no effort to review any of your third party agreements for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Jopwell is not responsible for any third party content or agreements. 


Limits


Jopwell reserves the right to limit your use of the Services.  Jopwell reserves the right to restrict, suspend or terminate your Account if Jopwell believes that you may be in breach of this Agreement or law or are misusing the Services. 


Jopwell reserves all of its intellectual property rights in all content specifically provided by Jopwell and such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws.  you shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the Services. 


Rules of Conduct


As a condition of use, you promise not to use the Services for any purpose that is prohibited by this Agreement.  you are responsible for all of your activity, and all activity connected to your Account, in connection with the Services.


You shall not (and shall not permit any third party to) either (1) take any action or (2) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including without limitation any content owned by you, that:


Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;


You know is false, misleading, untruthful or inaccurate;


Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Jopwell in its sole reasonable discretion;


Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);


Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Jopwell or any third party;


Impersonates any person or entity, including any employee or representative of Jopwell; or


Includes anyone’s identification documents or sensitive financial information.


You shall not: (i) take any action that imposes or may impose (as determined by Jopwell in its sole discretion) an unreasonable or disproportionately large load on Jopwell (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass any measures Jopwell may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto- responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website; (vi) harvest or scrape any content from the Services; or (vii) otherwise take any action in violation of Jopwell guidelines


You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. you shall abide by all applicable local, state, national and international laws and regulations. Jopwell also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to support requests, or (v) protect the rights, property or safety of Jopwell, its Members and


Disclaimer and Limitation of Liability


NO WARRANTY.


TO THE EXTENT ALLOWED UNDER LAW, JOPWELL (AND THOSE THAT JOPWELL WORKS WITH TO PROVIDE THE SERVICES) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NON-INFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS.


SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.


EXCLUSION OF LIABILITY


TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS JOPWELL HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT SUPERSEDES THIS AGREEMENT), JOPWELL (AND THOSE THAT JOPWELL WORKS WITH TO PROVIDE THE SERVICES) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OR CHANGES TO YOUR INFORMATION OR CONTENT).


IN NO EVENT SHALL THE LIABILITY OF JOPWELL (AND THOSE THAT JOPWELL WORKS WITH TO PROVIDE THE SERVICES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) THE AMOUNT PAID, IF ANY, BY YOU TO JOPWELL IN CONNECTION WITH THE SERVICES IN THE TWO MONTHS PRIOR TO THE ACTION GIVING RISE OR LIABILITY OR (B) ONE HUNDRED FIFTY US DOLLARS ($100).


THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND JOPWELL AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) WHETHER OR NOT JOPWELL IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.


SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.


Termination


You or Jopwell may terminate this Agreement at any time with notice to the other.  Upon termination, you lose the right to access or use the Services.  The following shall survive termination:


Jopwell's right to use and disclose your feedback and testimonials


Members rights to further re-share content and information you shared through the Service to the extent copied or re-shared prior to termination


Any amounts owed by either party prior to termination remain owed after termination


Intellectual Property Infringement Notification Process


If you believe that your content or information has been copied in a way that constitutes copyright, trademark, and/or patent infringement, please provide us with the following information: (i) a physical or electronic signature of the IP owner or a person authorized to act on their behalf; (ii) identification of the protected work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (such as the username); (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the IP’s owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the IP owner. 


We reserve the right to remove any content alleged to be infringing without prior notice and at our sole discretion.  Our designated agent for notices of alleged IP infringement appearing on the Website is: Thomas Lemmo from Dentons US LLP.


Assignment


This Agreement is personal to you, and are not assignable, transferable or sublicensable by you except with Jopwell's prior written consent.  Jopwell may assign, transfer or delegate any of its rights and obligations hereunder without consent.


No Waiver


Except as specifically permitted in this Agreement, no provision or condition of this Agreement can be, nor should be deemed to be, waived, altered, modified or amended unless agreed to in writing by an authorized officer of Jopwell.


Severability


If any provision or condition of this Agreement shall be held to be invalid or unenforceable by reason of any law, rule, administrative order or judicial decision by any court, or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and this Agreement shall be carried out as if any such invalid or unenforceable provision or condition were not contained herein.


Dispute Resolution


You agree that the laws of the State of New York, excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Agreement and/or the Services.  Jopwell and you both agree that all of these claims can only be litigated in the federal or state courts of New York County, New York, and you and Jopwell each agree to personal jurisdiction in those courts.


Contacting Us


If you have any questions regarding this Agreement, you may contact us at:


[email protected]