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PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BECAUSE THEY FORM A BINDING AGREEMENT (the “Agreement”) BETWEEN THE CHURCH LISTED ON THE FORM ABOVE (“you” or “your” AND BETTER TOGETHER, A FLORIDA NONPROFIT CORPORATION HEADQUARTERED AT 15275 COLLIER BOULEVARD, SUITE 201-284, NAPLES, FL 34119 (“Better Together,” “we,” “us,” or “our”) AND CONTAIN IMPORTANT INFORMATION ABOUT YOUR RELATIONSHIP WITH BETTER TOGETHER.
a) Statement of Purpose. You and Better Together enter into this Agreement for the shared purpose of enriching the lives of individuals and their families through the power of work (the “Purpose”). In pursuit of the foregoing, Better Together will provide you with its proprietary church job fair toolkit, training, and ongoing support, subject to the terms and conditions in this Agreement. In consideration thereof, you agree to plan, host, and manage job fairs in accordance with the terms and conditions of this Agreement.
a) License Grant. In consideration of your participation in the Better Jobs™ program, during the Term we grant you a limited, non-exclusive, non-transferable, non-sublicensable, right and license to use our proprietary job fair toolkit consisting of: (i) registration processes; (ii) entry/exit surveys; (iii) branded templates (including press release and media templates); (iv) Job Ministry Training; (v) Opportunity Bell; (vi) Opportunity Wall; (vii) Share Your Story; (viii) Job Coaches; (ix) Story Tellers; and (x) Employer Education, along with future elements made generally available by Better Together at no additional cost to its customers (the “Toolkit”), and the Marks (defined below) for the sole purpose of promoting, marketing, advertising, and holding job fairs in furtherance of the Purpose.
b) Restrictions. The Toolkit is not intended for use by non-church entities, including without limitation non-profit organizations. You may not provide access to the Toolkit, or any part thereof, to any third-party. If you partner with a non-profit organization or another church for the purpose of hosting a job fair, each additional non-profit organization and church must enter into a separate agreement with Better Together to access and use the Toolkit.
a) Term. This Agreement commences on the Effective Date and continues for a period of twelve (12) months, unless terminated earlier in accordance with this Section 2 (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive twelve (12) month periods (each a “Renewal Term”), unless either Party provides written notice to the other Party of its intent not to renew the Agreement at least thirty (30) days’ prior to the end of the then-current Term. For purposes of this Agreement the Initial Term and any Renewal Terms shall be referred to collectively as the “Term”.
b) Termination. Either Party may terminate this agreement for any reason, or no reason, upon thirty (30) days’ prior written notice to the other Party.
c) Effect of Termination. Upon termination or expiration of this Agreement, you agree to immediately cease all use of the Toolkit and return or destroy any Job Seeker Data, materials, documentation or Confidential Information of Better Together in your possession. The following Sections shall survive termination or expiration of this Agreement: Sections 3(c), 5, 6, 7, 8 and 9.
a) Your Obligations. During the Term you agree to: (i) have the relevant ministry and volunteer personnel in your church attend Better Together Job Ministry Training within 90 days of the Effective Date, and agree to have such personnel attend additional trainings as required by Better Together; (ii) schedule a job fair date within ten (10) months of completion of Better Together Job Ministry Training; (iii) use Job Seeker Data to follow-up and maintain relationships with job seekers after job fairs have concluded; (iv) only use the Toolkit and Job Seeker Data for promotion of job fairs; (v) share with Better Together any photos and videos taken at job fairs, including without limitation, the stories (and collateral) Story Tellers gather at the Opportunity Wall and Opportunity Bell, or otherwise at a job fair; (vi) obtain any legally required consents to share data (including personal data) and photos you collect at a job fair with Better Together for our use as described in this Section 4(a); (vii) maintain adequate workers’ compensation, commercial general liability, errors and omissions, and other applicable forms of insurance, with policy limits sufficient to protect and indemnify us as provided in Section 6 (Indemnification), and provide a certificate of insurance verifying such insurance upon our written request; and (viii) adhere to any guidelines or policies of Better Together in relation to the Toolkit and your participation in the Better Jobs program.
a) Retention of Rights. Except for the express rights granted under this Agreement: (i) Better Together owns and retains all rights, title and interest, including without limitation, intellectual property rights in and to the Toolkit, and our trademarks, trade names, service marks, logos, domain names, and branding (“Marks”), data, information, materials, or documentation provided by Better Together to you pursuant to this Agreement, and all other intellectual property rights of Better Together; (ii) you shall not acquire any right or ownership interest in the Toolkit or Marks or any other intellectual property rights of Better Together, except for the express license granted in Section 4(a); and (iii) goodwill derived from your use of our Marks inures to our benefit.
b) Job Seeker Data. As between you and Better Together, all rights, title and interest in and to data collected by Better Together from job seekers, including without limitation, data collected from visitors to our website, during the registration process, through your use of the Toolkit, and through a job seeker’s participation in a job fair (“Job Seeker Data”) is owned by Better Together. Better Together grants you a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use the Job Seeker Data solely in connection with your use of the Toolkit in relation to the Purpose and as required to perform your obligations under this Agreement.
a) Indemnity. You agree to defend, indemnify, and hold harmless Better Together and any other affiliated or partner organization and their officers, directors, employees, agents, successors, and assigns from and against all claims, suits, or actions initiated by a third-party against Better Together (each a “Claim”), and all losses, damages, liabilities, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorney fees) arising out of or related to such Claims resulting from: (i) your breach of any representation, warranty, or obligation under this Agreement; (ii) your gross negligence or willful misconduct; or (iii) any claim of personal injury, death, or damage to real or tangible personal property caused by your negligent acts or omissions.
a) Disclaimer. THE TOOLKIT IS PROVIDED BY BETTER TOGETHER “AS IS” AND WITHOUT WARRANTY OF ANY KIND. WE DO NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTIES WHATSOEVER, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING OR PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY US OR ANY OTHER INDIVIDUAL OR ENTITY ON OUR BEHALF.
a) Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THEORY OF LIABILITY, EVEN IF SUCH DAMAGES WERE FORESEEABLE, AND EVEN IF ANOTHER REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.
a) Entire Agreement. This Agreement, including any related exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
b) Relationship of the Parties. The relationship between the Parties is that of independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
c) Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
d) Waiver. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.
e) Governing Law. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of Florida without giving effect to the conflict of laws provisions. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.
f) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
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