Terms of Service
I. Introduction
A. Purpose
This is a legal agreement between you (either an individual or entity) (“you” or “your”) and 12twenty, Inc., 8605 Santa Monica Blvd, PMB 21723 West Hollywood, CA 90069-4109, USA (“we,” “us,” “our,” and “12twenty”). 12twenty’s Services (as defined below) include this website and a variety of proprietary web-based services for universities and other higher education institutions, recruiters, students, and alumni. These Services include, but are not limited, to outcome analytics and reporting, recruiting-related services, and employer relationship management services.
B. Scope and Intent.
1. You agree that by registering with 12twenty, or by using the 12twenty website, 12twenty proprietary services, or other content, information, products or services provided as part of or in conjunction with the 12twenty services (collectively, the “Services”), you are agreeing to the terms of this 12twenty Terms of Service and the 12twenty Privacy Policy, which is located at https://www.12twenty.com/privacy-policy and is hereby incorporated by reference (collectively, the “Agreement”) and become a 12twenty user (“User”).
2. If you are using the Services on behalf of a company or other legal entity, you represent that you have the legal authority to bind that entity to this Agreement or else you will be personally bound by the terms hereof. If you do not want to register an account and become a User, do not conclude the Agreement, DO NOT click “Sign Up” and do not access, view, download or otherwise use any Services. By clicking “Sign Up” (or the equivalent), you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. By clicking “Sign Up” (or the equivalent), you also consent to use electronic signatures and acknowledge your click of the “Sign Up” (or the equivalent) button as one.
3. PLEASE BE AWARE THAT SECTION IX. (DISPUTE RESOLUTION) OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
4. IF YOU ARE A USER POSTING A JOB OPPORTUNITY ON BEHALF OF YOUR EMPLOYER (“EMPLOYER USER”) ON THE 12TWENTY NETWORK FOR AN APPLICATION CYCLE (AS DEFINED BELOW), THEN THE JOB POSTING WILL BE AUTOMATICALLY REPOSTED ON THE 12TWENTY NETWORK FOR ADDITIONAL APPLICATION CYCLES OF THE SAME DURATION AS THE INITIAL APPLICATION CYCLE AT 12TWENTY’S THEN-CURRENT FEE FOR SUCH JOB POSTING UNLESS YOU OPT OUT OF THE AUTOMATIC JOB REPOSTING IN ACCORDANCE WITH SECTION V.H. (JOB POSTING AND AUTOMATIC REPOST) BELOW.
II. Your Obligations
A. Ownership and License.
You own the information you provide 12twenty under this Agreement, and may delete your account at any time. Notwithstanding the foregoing, you hereby grant 12twenty a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to 12twenty, including, but not limited to, any content, ideas, concepts, techniques or data you submit to 12twenty, without any further consent, notice and/or compensation to you or to any third parties for the purposes of operating and providing 12twenty Services to you and to our other Users.
B. Warranty for your submissions to 12Twenty.
By providing any content or information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your 12twenty profile information accurate and updated.
C. Service Eligibility.
To be eligible to use the Services, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from using the Services, or not otherwise prohibited from having a 12twenty account, (3) are not a competitor of 12twenty or are not using the Services for reasons that are in competition with 12twenty; (4) will only maintain one 12twenty account at any given time; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of 12twenty or any third party, including intellectual property rights such as copyright or trademark rights; and (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.
D. Sign-In Credentials
You agree to: (1) keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users’ accounts; (4) refrain from selling, trading, or otherwise transferring your 12twenty account to another party; and (5) refrain from charging anyone for access to any portion of 12twenty, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own.
E. Indemnification.
You hereby agree to indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through the Services.
F. Notifications and Service Messages.
For purposes of service messages and notices about the Services to you, 12twenty may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from 12twenty to an email address associated with your account, even if we have other contact information. You also agree that 12twenty may communicate with you through your 12twenty account or through other means including email, mobile number, telephone, or delivery services, including the postal service, about your 12twenty account or the Services. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services.
G. Privacy.
You should carefully read our full Privacy Policy located at https://www.12twenty.com/privacy-policy before deciding to become a User as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personal information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to 12Twenty may reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.
H. Export Control.
Your use of the Services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not – directly or indirectly – sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.
III. Your Rights
On the condition that you comply with all of your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of 12twenty or its Users), view information and use the Services that we provide on 12twenty webpages and in accordance with this Agreement. Any other use of the Services contrary to our mission and purpose (such as seeking to contact someone you do not know or trust, or to use information gathered from 12twenty commercially unless expressly authorized by 12twenty) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Services and all related items, including any and all copies made of the 12twenty website.
IV. Our Rights and Obligations
A. Ownership of the Services.
All right, title and interest in and to the Services and all technology related thereto, are proprietary to 12twenty and are protected by applicable intellectual property laws. Except with respect to the information you provide 12twenty under this Agreement, all content on the 12twenty website, including text, graphics, logos, icons, images and video clips, is the exclusive property of 12twenty or its content suppliers and is protected by applicable intellectual property laws. The compilation (meaning the collection, management and assembly) of all content on the 12twenty website is the exclusive property of 12twenty and also protected by applicable intellectual property laws. The content on the 12twenty website may be used as a resource solely for its intended purpose. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on the 12twenty website is strictly prohibited. Furthermore, you agree that you will not, nor will you allow or direct any third party (whether or not for your benefit), to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, circulate or use any content on the 12twenty website without the express written consent of 12twenty. You acknowledge that you do not acquire any ownership rights in or to the Services.
B. Services Availability.
For as long as 12twenty continues to offer the Services, 12twenty shall provide and seek to update, improve and expand the Services. As a result, we allow you to access the Services as they may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or change and modify prices for all or part of the Services for you or for all our Users in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. 12twenty further reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by 12twenty to be contrary to this Agreement. For avoidance of doubt, 12twenty has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services. Any information you submit to us is at your own risk of loss.
C. Third Party Sites and Developers.
12twenty may include links to third party web sites (“Third Party Sites”) on www.12twenty.com and elsewhere. You are responsible for evaluating whether you want to access or use a Third Party Site. You should review any applicable terms and/or privacy policy of a Third Party Site before using it or sharing any information with it, because you may give the operator permission to use your information in ways we would not.
12twenty is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites. Accordingly, if you decide to access Third Party Sites, you do so at your own risk, and you agree that this Agreement does not apply to your use of any Third Party Site.
Please note: If you allow a Third Party Site to authenticate to or connect with your 12twenty account, that application or website can access information related to you and your connections.
D. Disclosure of User Information.
You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of 12twenty, our Users or the public.
Disclosures of User information to third parties other than those required to provide customer support, administer this Agreement, or comply with legal requirements are addressed in our Privacy Policy.
V. Fees and Payments
A. Fees.
The purpose of the Agreement is for you to secure access to the Services. All fees set forth within and paid by you under the Agreement shall be considered solely in furtherance of this purpose. In no way are these fees paid considered payment for the sale, license, or use of any 12twenty software or associated documentation, separate from the Services made available by 12twenty under this Agreement. From time to time, we may charge fees for our Services. We may change the fees we charge for our Services and such changes are effective when we post the change on the corresponding purchase page on our website.
B. Payments.
You agree to pay all charges at the amounts in effect when such charges are incurred. You must provide a valid credit, debit card (Visa, MasterCard, or any other accepted issuer) or other specified payment or financial mechanism (“Payment Provider”) as a condition to making any payments. Your Payment Provider agreement governs your use of the designated credit or debit card or other mechanism, and you must refer to that agreement and not this Agreement to determine your rights and liabilities.
C. Processing.
12twenty uses Stripe Inc. (“Stripe”) as a third party service provider for payment services (e.g., credit card transaction processing, merchant settlement, and related services). You agree to be bound by Stripe’s US Terms of Service available at https://stripe.com/us/terms and Privacy Policy available at https://stripe.com/us/privacy.You hereby consent to provide and authorize 12twenty, its service providers, and Stripe to share any information and payment instructions you provide to the extent required to complete the payment transactions in accordance with this Agreement, including personal, financial, credit card payment, and transaction information. By providing your payment and financial information, you agree that 12twenty, its service providers, and any of their third party payment processors, including Stripe, are authorized to immediately charge your account for all applicable fees and charges and that no additional notice or consent is required. 12twenty reserves the right at any time to change its prices and billing methods. All information that you provide must be accurate, current and complete. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT CARD(S), PAYMENT MEANS OR OTHER FINANCIAL INFORMATION THAT YOU PROVIDE.
D. Taxes.
12twenty’s fees are net of any applicable Sales Tax (defined below). If any Services, or payments for any Services, under this Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to 12twenty, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority and you will indemnify 12twenty for any liability or expense we may incur in connection with such Sales Tax. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” will mean any sales or use tax, and any other tax measured by sales proceeds, that 12twenty is permitted to pass on to its customers that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
E. Promo Codes.
We may, in our sole discretion, create discounts and promotional codes that may be redeemed for credit in your account, or other features or benefits, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Promo Codes may only be used once per person or entity unless otherwise specified in a specific offer. Only Promo Codes sent to you through official 12twenty communications channels are valid. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use.
F. Refunds/Disputes.
Except as set forth on the corresponding 12twenty Employer FAQ page located at https://12twenty.zendesk.com/hc/en-us/articles/4413512205971-Employer-FAQ, all fees are non-refundable. For any billing questions, please contact our customer support department at: support@12twenty.com.
G. Orders and Cancellations.
12twenty reserves the right at its discretion to cancel or reverse any payment, even if it has been previously confirmed by 12twenty, as a result of any mistake or error, including any mistaken pricing, description error, or other error. Although it is unlikely that 12twenty would refuse to accept an order, 12twenty reserves the right to deny any order for any reason, including where the following situations arise: (i) insufficient information or errors in billing, payment, and/or other information; (ii) orders that cannot be processed due to erroneous information that you have provided, which includes, but is not limited to incorrect credit card or debit card number, expiration date, security value, or other incorrect information regarding payment types; (iii) suspected fraudulent information; or (iv) unavailability of a Service due to discontinuance or otherwise.
H. Job Posting and Automatic Repost.
If you are an Employer User, you will be able to post job opportunities on the 12twenty Network to certain schools as part of the Service for a fee. Job opportunities will be posted for the period you select prior to initial posting (e.g., 30 days, 6 months, or such other period we make available) (“Application Cycle”). If the school you have selected to post your job opportunity does not reject the job posting within six (6) days of submission, it will be automatically approved and added to the school job board. Certain schools may elect not to post job opportunities through the Service, but rather, share the job opportunity through other channels, including via e-mail or an internal recruitment platform. In such event, those schools will not have the right to approve or reject the job posting. Following the initial Application Cycle, the job posting will be automatically reposted (or resent via notification, in the case of schools that do not post through the Service) on the 12twenty Network for additional Application Cycles, each for a period equivalent to your initial Application Cycle. You will receive a notification three (3) days prior to the expiration of the then-current Application Cycle for your job post to allow you to cancel the automatic repost or resend and manage your job posting. If you do not wish to have your job posting automatically repost or resent at the end of such Application Cycle, you must uncheck the box labeled “Automatically repost my job at the end of the application period” before submitting the initial job post or you must deactivate the job posting in the “Manage your Job Posting” area of your account prior to the expiration of the then-current Application Cycle. Otherwise, your job posting will continue to be reposted on the 12twenty Network (or resent, as applicable) for an indefinite number of Application Cycles until the job posting is deactivated. By posting a job opportunity on the Service and not opting out of automatic reposting, you authorize 12twenty to charge your Payment Provider upon submission of your job post, and again at the beginning of any subsequent Application Cycle for such job post until such time that you deactivate your job posting. Upon commencement of each subsequent Application Cycle for your job posting, if 12twenty does not receive payment from your Payment Provider, 12twenty will not automatically repost or resend the job posting.
V. Disclaimer
A. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
B. DO NOT RELY ON THE 12TWENTY WEBSITE, ANY INFORMATION THEREIN, OR THE CONTINUATION OF THE SERVICES. WE PROVIDE ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. 12TWENTY DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.
C. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY THE SERVICES OR ANYTHING RELATED TO 12TWENTY, YOU MAY CLOSE YOUR 12TWENTY ACCOUNT AND TERMINATE THIS AGREEMENT (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
D. 12TWENTY IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH 12TWENTY TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED AS PART OF THE SERVICES MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.
E. 12TWENTY DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS USING ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF ITS COMMUNITY; THEREFORE, 12TWENTY DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
F. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM 12twenty OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
G. 12TWENTY DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. 12TWENTY DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, 12TWENTY DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE 12TWENTY WEBSITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
VII. LIMITATIONS OF LIABILITY
A. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT EXTEND TO CLAIMS BY NEW JERSEY RESIDENTS FOR ANY DAMAGES CAUSED BY 12TWENTY’S FRAUD, DECEPTION, FALSE PROMISE, MISREPRESENTATION, OMISSION OF ANY MATERIAL FACT OR INTENTIONAL OR RECKLESS MISCONDUCT.
B. Neither 12Twenty nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors (“12Twenty Affiliates”) shall be cumulatively liable for (a) any damages in excess US $100 or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Services, any platform applications or any of the content or other materials on, accessed through or downloaded from 12twenty. This limitation of liability is an essential basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:
- Apply regardless of whether (a) you base your claim on contract, tort, statute or any other legal theory, (b) we knew or should have known about the possibility of such damages, or (c) the limited remedies provided in this section fail of their essential purpose; and
- Not apply to any damage that 12Twenty may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement.
C. EXCEPT FOR 12TWENTY’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE 12twenty’S PRIVACY POLICY, 12twenty ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT OR INFORMATION (INCLUDING, BUT NOT LIMITED TO, USER CONTENT AND INFORMATION), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
VIII. TERMINATION
A. Mutual Rights of Termination.
You may terminate this Agreement, for any or no reason, at any time, by providing notice to 12twenty in accordance with the notice provision in Section X. This notice will be effective upon 12twenty processing your notice. 12twenty may terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in any notice. Termination of your 12twenty account includes disabling your access to the Services and may also bar you from any future use of the Services.
B. Misuse of the Services.
12twenty may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes inviting other Users with whom you do not know to connect; abusing any 12twenty messaging services; creating multiple or false accounts; using the Services commercially without 12twenty’s authorization, infringing any intellectual property rights, violating any obligations, or any other behavior that 12twenty, in its sole discretion, deems objectionable or contrary to its purpose. In addition, and without limiting the foregoing, 12twenty will terminate accounts of Users who, in 12twenty’s sole discretion, are deemed to be repeat infringers under the United States Copyright Act.
C. Effect of Termination.
Upon the termination of your 12twenty account, you lose access to the Services. The terms of this Agreement shall survive any termination, except your rights to use the Services and our obligations to provide them to you. You understand that any termination of Services may involve deletion of your content and information associated therewith from our live databases. 12twenty will not have any liability whatsoever to you for any suspension or termination, including for deletion of your content and information.
IX. DISPUTE RESOLUTION
A. Governing Law.
This Agreement or any claim, cause of action or dispute arising out of or related to this Agreement shall be governed by the laws of the state of California and the Federal Arbitration Act, as applicable, regardless of your country of origin or where you access the Services, and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods, the application of which is hereby disclaimed.
B. Mandatory Arbitration.
1. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Service, or to any aspect of your relationship with 12twenty, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify, and (b) you or 12twenty may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement. .
2. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to us at [1112 Montana Ave, #186 Santa Monica, CA 90403, ATTN: Legal Department]. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, 12twenty will pay them for you. In addition, 12twenty will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction..
3. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and 12twenty. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). 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 has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
4. YOU AND 12TWENTY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and 12twenty are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section IX.B.1. (stating the applicability of the Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
5. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other disputes, claims, or requests for relief shall be arbitrated.
6. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: [support@12twenty.com], within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Company username (if any), the email address you used to set up your Company account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us .
7. Except as provided in Section IX.B.5. (waiving class or other non-individualized relief) above, if any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Agreement. This Section will survive the termination of the Agreement or your relationship with 12twenty.
8. Notwithstanding any provision in this Agreement to the contrary, we agree that if 12twenty makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to 12twenty at the following address: [support@12twenty.com].
X. GENERAL TERMS
A. Severability.
If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
B. Language.
Where 12twenty has provided you with a translation of the English language version of this Agreement, the Privacy Policy, and/or any other documentation, you agree that the translation is provided for your convenience only and that the English language versions of this Agreement, the Privacy Policy, and any other documentation, including additional terms of service, will govern your relationship with 12twenty.
C. Notices and Service of Process.
We may notify you via postings on www.12twenty.com. Where we require that you provide an e-mail address, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, 12twenty’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may contact us at support@12twenty.com.
Or via mail or overnight courier at:
12twenty, Inc.
ATTN: Legal Department
8605 Santa Monica Blvd
PMB 21723
West Hollywood, CA 90069-4109
USA
Additionally, 12twenty accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.
D. Entire Agreement.
You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other 12twenty services, third-party content or third party software.
E. No informal waivers, agreements or representations.
Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any 12twenty Affiliate shall be deemed legally binding on any 12twenty Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of 12twenty.
F. Release.
You hereby release 12twenty and 12twenty Affiliates and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a 12twenty Affiliate or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with any Services provided hereunder.
G. Assignment and Delegation.
You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, 12twenty, Inc. for any third party that assumes our rights and obligations under this Agreement.
H. Force Majeure.
12twenty shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
I. Potential Other Rights and Obligations.
You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.
J. Notice to California Users.
Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
K. 12Twenty USER “DOS” and “DON’TS”.
As a condition to accessing the Services, you agree to strictly observe the following DOs and DON’Ts:
Do undertake the following:
Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
Provide accurate information to us and update it as necessary;
Review and comply with our Privacy Policy;
Review and comply with notices sent by 12Twenty concerning the Services; and
Use the Services in a professional manner.
Don’t undertake the following:
Act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to the Services;
Publish inaccurate information in the designated fields on the profile form (e.g., do not provide false salary information). Please also protect sensitive personal information such as your email address or other information that you believe is confidential in nature;
Create a user profile for anyone other than a natural person;
Harass, abuse or harm another person, including sending unwelcomed communications to others using the Services;
Use or attempt to use another’s account without authorization or create a false identity;
Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Services (excluding content posted by you);
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof;
Utilize or copy information, content or any data you view on and/or obtain via the Services to provide any service that is competitive, in 12Twenty’s sole discretion, with the Services;
Imply or state, directly or indirectly, that you are affiliated with or endorsed by 12Twenty unless you have entered into a written agreement with 12Twenty;
Adapt, modify or create derivative works based on the Services or technology underlying the Services, or other Users’ content, in whole or part;
Rent, lease, loan, trade, sell/re-sell access to the Services or any information therein, or the equivalent, in whole or part;
Sell, sponsor, or otherwise monetize any 12Twenty service or functionality of 12Twenty, without the express written permission of 12Twenty;
Deep-link to the 12Twenty site for any purpose, (i.e. including a link to a 12Twenty web page other than 12Twenty’s home page) unless expressly authorized in writing by 12Twenty;
Remove any copyright, trademark or other proprietary rights notices contained in or on the Services, including those of both 12Twenty and any of its licensors;
Collect, use, copy, or transfer any information, including, but not limited to, personal information obtained from 12Twenty except as expressly permitted in this Agreement or as the owner of such information may expressly permit;
Share information of non-Users without their express consent;
Infringe or use 12Twenty’s brand, logos and/or trademarks, including, without limitation, using the word “12Twenty” in any business name, email, or URL or including 12Twenty’s trademarks and logos except as expressly permitted by 12Twenty;
Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services of 12Twenty;
Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages, or perform other activities through the Services, unless explicitly permitted by 12Twenty;
Access, via automated or manual means or processes, the Services for purposes of monitoring availability, performance or functionality of the Services or for any competitive purpose;
Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of 12Twenty’s website;
Attempt to or actually access the Services by any means other than through the interfaces provided by 12Twenty or by navigating to 12twenty.com using a web browser. This prohibition includes accessing or attempting to access 12Twenty using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including the Services;
Attempt to or actually override any security component included in or underlying the Services;
Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on 12Twenty’s infrastructure, including, but not limited to, sending unsolicited communications to other Users or 12Twenty personnel, attempting to gain unauthorized access to the Services, or transmitting or activating computer viruses through or on the Services; and
Interfere with or disrupt the Services, including, but not limited to, any servers or networks connected to the Services.
XI. CLAIMS REGARDING COPYRIGHT INFRINGEMENT
A. Notice of Copyright Infringement.
Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512), 12twenty has implemented procedures for receiving written notification of claimed infringements. 12Twenty has also designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, please provide us with a written communication which contains:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed;
A description specifying the location on our website of the material that you claim is infringing;
Your telephone number and e-mail address;
A 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
A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Please submit your notice to 12twenty’s Copyright Agent as follows:
By E-mail at: support@12twenty.com
By Mail at: 12Twenty, Inc.
ATTN: Copyright Agent
725 Arizona Avenue, Suite 103
Santa Monica, CA 90401
USA
B. Counter-Notice.
If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a Counter-Notice, pursuant to Sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. Please provide a written communication to us which contains:
Your physical or electronic signature;
Identification of the material removed or to which access has been disabled;
A statement under penalty of perjury that you have a good faith belief that removal or disablement of the material was a mistake or that the material was misidentified;
Your name and telephone number, and a statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in the Central District of California (Los Angeles County), if your address is located outside the United States, and that you will accept service of process from the complainant submitting the notice or his/her authorized agent.
Please submit your Counter-Notice to 12twenty’s Copyright Agent via email or mail to the addresses specified above
XII. MODIFICATION OF AGREEMENT
A. We reserve the right to modify this Agreement at any time, so please review it frequently. If we make material changes to this Agreement, we may notify you on our website, by means of a notice so that you may access and review the changes to the Agreement in advance of your continued use of the Services or we may notify you via email to the email address associated with your account. If you object to any changes, you may close your 12twenty account per Section VIII (Termination). By continuing to use the Services after notice of changes has been sent to you or published on the 12twenty website, you are consenting to the changes.
