Required Information:
MASTER SUBSCRIPTION AGREEMENT
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY USING THE SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on June 11, 2020. It is effective between You and Us as of the date of You accepting this Agreement.
“Administrative User” means an individual who is authorized by You and given Administrative User rights and access to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password. Administrative Users may include, for example, Your employees, volunteers, consultants, contractors and agents, and third parties with which You operate your ministry or transact business.
“Agreement” means this Master Subscription Agreement.
“Beta Services” means Our services that are not generally available to customers.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Non-TJC Offerings” means products, services or information provided by third parties and not by Us.
“Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between You and Us, including any addenda and supplements thereto. “PII” means information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context.
“Services” means the The Job Connection web services that are ordered by You under an Order Form and made available online by Us. “Services” exclude Non-TJC Applications.
“TJC” means The Job Connection.
“We,” “Us” or “Our” means the MinistryMeans entity described in Section 11 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
“Your Data” means electronic data and information submitted by or for You to the Services or collected and processed by or for You using the Services (including electronic data and information the Services may obtain from Non-TJC Applications such as salesforce.com).
2.1. Provision of Services. We will (a) make the Services available to You pursuant to this Agreement, (b) provide Our standard support for the Services to You at no additional charge, and (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for any unavailability caused by circumstances beyond Our reasonable control, including, for example, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), failure or delay of providers of Internet service or Non-TJC Applications, or denial of service attack.
2.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data located on Our servers. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification and disclosure of Your Data by third parties lacking a valid username and password and by Our personnel, except for actions by Our personnel (a) to provide the Services and prevent or address service or technical problems, or (b) as You expressly permit in writing.
3.1. Subscriptions and Cancelation. Unless otherwise stated, (a) Services are purchased as subscriptions, (b) subscriptions are charged on a monthly basis on the same date of the month they were originated, (c) are attributable for Services for the ensuing month, (d) are not prorated, and (e) may be canceled by You at any time by notifying Us in writing at support@thejobconnection.org.
3.2. Your Responsibilities. You will (a) be responsible for Administrative Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data and provide it to Us, (c), be responsible for approving or rejecting job postings to Your site as soon as possible, (d) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Us promptly of any such unauthorized access or use, (e) use Services only in accordance with applicable laws and government regulations, and (f) comply with terms of service of Non-TJC Applications with which You use Services.
3.3. Usage Restrictions. You will not (a) make any Service available to, or use any Service for the benefit of, anyone other than You or Administrative Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) use a Service to store or transmit Customer Data that infringes the intellectual property rights or other proprietary rights of any third party or violates third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to or perform security testing on any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Service, other than framing on Your own intranets or otherwise for Your own internal ministry or business purposes, (j) access any Service in order to build a competitive product or service, or (k) reverse engineer any Service (to the extent such restriction is permitted by law).
3.4. Suspension. We retain the right to suspend the Services, Your accounts and Administrative User accounts in the event of any security threat or Your breach or threatened breach of any of the restrictions in Section 3.3 (Usage Restrictions). We will terminate any such suspension as soon as We determine that the risk underlying the suspension has been mitigated to Our satisfaction.
3.5. Use of the Services. You are responsible for identifying and authenticating all Administrative Users, for approving access by such Administrative Users to the Services, for controlling against unauthorized access by Administrative Users, and for maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating Your and Your Administrative Users’ usernames, passwords and accounts with Us, You accept responsibility for the confidentiality and timely and proper termination of user records in Your local (intranet) identity infrastructure or on Your local computers. We are not responsible for any harm caused by Your Administrative Users, including individuals who were not authorized to have access to the Services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in Your local identity management infrastructure or Your local computers. You are responsible for all activities that occur under Your and Your Administrative Users’ usernames, passwords or accounts or as a result of Your or Your Administrative Users’ access to the Services.
3.6. Approval of Site. As soon as Your site is provisioned and You are notified of the sites availability, You have five (5) days to approve or request edits to Your site. If no response is received from You, We have the right to launch your site live at that time. Nevertheless, we will make every effort to ensure that all information provided by You, including but not limited to content, images and contact information, is correct before launching Your site.
3.7. Appropriateness of Content. We and You have the right to have any content either party deems inappropriate removed at any time for any reason. Inappropriate content may include, but is not limited to: (i) anything that is discriminatory, sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; or (ii) anything that is embarrassing or offensive to another person or entity. We will make every reasonable effort to monitor content that might originate from users who may post content, (including but not limited to resumes, jobs and prayer requests), and remove inappropriate content as quickly as possible. We are not responsible for inappropriate content that is undetected by Us. If You identify inappropriate content and do not have administrative rights to remove such content, notify Us and we will remove it as quickly as possible.
3.8. Paid Job Postings. From time to time, Employer users may post paid job postings that may originate from any TJC client site. We will review all such posting for appropriateness. If We find paid posting content inappropriate, we will remove such content and refund the related posting fees at Our expense.
3.9. Approval of Job Postings. If a job posting goes unapproved or undenied by You for more than five (5) days, We have the right to review such posting and approve or deny the posting as appropriate.
4.1. Non-TJC Offerings. The Services may contain optional features designed to interoperate with Non-TJC Offerings such as Facebook and LinkedIN. To use such features, You may be required to obtain access to Non-TJC Offerings from their providers, and may be required to grant Us access to Your account(s) on the Non-TJC Offerings. Any acquisition by You of Non-TJC Offerings, any exchange of data between You and any provider of a Non-TJC Offering, and any governing terms are solely between You and the applicable provider. We do not warrant or support Non-TJC Offerings, whether or not they are recommended by Us or otherwise. If the provider of a Non-TJC Offering ceases to make the Non-TJC Offering available for interoperation with the corresponding Service features on reasonable terms, We may cease providing those Service features without entitling You to any refund, credit, or other compensation.
4.2 Special Terms. Some Non-TJC Offerings are subject to specific terms if you use them.
5.1. Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services purchased and not actual usage, and (ii) payment obligations are non-cancelable and fees paid are non-refundable.
5.2. Revenue Sharing. You agree to a revenue share of 20% of all paid job postings that are initiated from Your site to be paid to You. Paid postings initiated from Your site shall be totaled at the end of each calendar quarter, and 20% of the paid posting revenue will be shared and paid to You within 30 days of the end of the calendar quarter. We retain the right to credit your account for such shared revenue, or to subtract such shared revenue due to You from any outstanding fees due to Us.
5.3. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 10.2 (Term of Subscriptions). Such charges shall be made in advance, either monthly or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 15 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
5.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for the Services is 60 or more days overdue (or 20 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 20 days’ prior notice that Your account is overdue, in accordance with Section 11.2 (Manner of Giving Notice), before suspending services to You.
5.5. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 5.5, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
5.6. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title and interest in and to the Services, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than the right to receive and use Services as expressly set forth herein.
6.2. License by You to Host Your Data and Applications. You grant Us and Our Affiliates a worldwide, limited-term license to host, copy, transmit and display Your Data as necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data or any Non-TJC Application.
6.3. License by You to Use Feedback; Marketing. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Administrative Users relating to the operation of the Services. Notwithstanding the foregoing, We may, during Term of Agreement, reference You as a customer or user of the Services subject to any trademark or logo usage guidelines that You may provide to us.
7.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
7.2. Our Warranties. We warrant that the Services will operate in substantial conformity with the then current version of the applicable published documentation provided by Us. For any breach of such warranty, Your sole remedies are those described in Sections 10.3 (Termination) and 10.4 (Refund or Payment upon Termination). Subject to the foregoing, We reserve the right to make changes or updates to the Service (such as infrastructure, security, technical configurations, application features, service descriptions, etc.) during Your subscription, including to reflect changes in technology, industry practices, and patterns of system use.
7.3. Mutual Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
7.4. Additional Disclaimers. WE DO NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT WE WILL CORRECT ALL SERVICES ERRORS. WE ARE NOT RESPONSIBLE FOR DATA QUALITY ISSUES OR LOSS OF DATA AND YOU WILL MAINTAIN BACKUP COPIES OF YOUR DATA ON YOUR OWN SYSTEMS. THE JOB CONNECTION IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT OR THIRD PARTY OFFERINGS. THE JOB CONNECTION HAS NO RESPONSIBILITY FOR THE PERFORMANCE OR OTHER OBLIGATIONS OF ANY PROVIDERS OF THIRD PARTY OFFERINGS.
8.1. Indemnification by Us. We will indemnify, defend and hold harmless You against any damages awarded by a court incurred in connection with claims, demands, suits or proceedings made or brought by a third party (“Claims”) against You alleging that Your use of the Services, as contemplated hereunder, infringes any valid patent, copyright or trademark of a third party in the United States. Notwithstanding the foregoing, if We reasonably believe that Your use of any portion of the Services is likely to be enjoined by reason of a Claim of infringement, violation or misappropriation of any third party intellectual property rights then We may, at Our expense and in Our sole discretion: (i) procure for You the right to continue using the Services; (ii) replace the same with other non-infringing software or services of substantially equivalent functions; or (iii) modify the applicable software or services so that there is no longer any infringement, violation or misappropriation, provided that such modification does not adversely affect the functional capabilities of the Services. If, in Our opinion, the remedies in clauses (i), (ii), and (iii) above are infeasible or commercially impracticable, We may, in Our sole discretion, terminate this Agreement and refund You a prorated amount equal to the pre-paid fees that would have remained, absent such early termination, following the effective date of such early termination. Our foregoing indemnification obligation will not apply: (1) if the Services are modified by any party other than Us, to the extent the alleged infringement is caused by such modification; (2) if the Services are combined with other products, applications, or processes not provided by Us, to the extent the alleged infringement is caused by such combination; (3) to Claims arising out of any unauthorized use of the Services; (4) to Claims arising out of any Non-TJC Offerings; or (5) to Claims arising out of Your Data. THIS SECTION 8.1 SETS FORTH OUR SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.
8.2. Indemnification by You. You will indemnify, defend and hold Us and Our Affiliates, and Our and their officers, directors, employees, agents and contractors, harmless from and against any damages and losses incurred in connection with Claims arising from or relating to Your use of Your Data or other use of the Services, in each case except to the extent We are obligated to indemnify You under Section 8.1 (Indemnification by Us).
8.3. Procedures. Each party’s indemnity obligations are subject to the following: (i) the indemnified party will promptly notify the indemnifying party in writing of the applicable Claim; (ii) the indemnifying party will have sole control of the defense and all related settlement negotiations with respect to the Claim (provided that the indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (iii) the indemnified party will cooperate fully to the extent necessary, and execute all documents necessary for the defense of such Claim.
9.1. Limitation of Liability. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT OR APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR SERVICES). The foregoing limitations shall not apply to liability for personal injury or arising out of fraud or gross negligence except to the extent such limitations are permitted by applicable law. No action against Us arising out of this Agreement may be brought more than one (1) year after the cause of action has arisen.
9.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
10.1. Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.
10.2. Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-subscriber pricing during any automatic renewal term will be the same as that during the immediately prior term unless We have given You written notice of a pricing increase at least 60 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter. Any such pricing increase will not exceed 7% of the pricing for the applicable Service in the immediately prior subscription term, unless the pricing in the prior term was designated in the relevant Order Form as promotional or one-time.
10.3. Termination. A party may terminate this Agreement for any reason upon 30 days written notice to the other party.
10.4. Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 10.3 (Termination), We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 10.3 (Termination), You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
10.5. You authorize us to retain Your Data for 30 days after any termination or expiration of this Agreement. Notwithstanding the foregoing, following any such termination or expiration We have no obligation to maintain Your Data, and have the right to delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.
10.6. Surviving Provisions. The Sections titled “Fees and Payment for Purchase Services,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Your Data Portability and Deletion,” “Who You Are Contracting With, Notices, Governing Law and Jurisdiction,” and “General Provisions” will survive any termination or expiration if this Agreement.
11.1. General. You are contracting with MinistryMeans, LLC, a Georgia limited liability company. You should direct notices under this Agreement to MinistryMeans, LLC, 126 N. Peachtree Street,
Norcross, Georgia 30071; Attn: Bruce Smith, Chief Executive Officer.
11.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, or (iii) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.
11.3. Agreement to Governing Law and Jurisdiction. Each party agrees to the governing law of the State of Georgia without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of federal and state courts sitting in Atlanta, Georgia.
12.1. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. We may modify this Agreement by updating the Agreement as it appears on Our website. Additionally, the parties may modify or amend this Agreement in a written instrument signed by both parties. Changes or amendments to Your Order Form(s) may be accomplished only in a written instrument signed by both parties. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, and (2) this Agreement.
12.2. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), following written notice to but without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
12.4. No Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
12.5. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
12.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void or, preferably, ‘blue-penciled’ and scaled back until it is no longer contrary to law, and the remaining provisions of this Agreement will remain in effect.
Vision
We envision a world where technology helps churches to more effectively redeem communities to glorify God.
Values
We believe in Innovation, Integrity, Partnership, Excellence and Timeliness.
Mission
The Job Connection creates and develops innovative technology solutions to empower organizations and support God’s work around the world.
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