Terms of Service
This Terms of Service (this “TOS”) contains the terms of your access and use of JP Global’s Software-as-a-Service product and all related services (the “Service”) provided by JP Global LLC (“JPG”). By accepting the terms and conditions of using the Service, you agree to be bound by this TOS. You agree that your access to the Service may be terminated by JPG at its sole discretion at any time for any reason except as otherwise agreed in writing between you and JPG.
IF YOU ARE ENTERING INTO THIS TOS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS TOS.
Access to Service
JPG hereby grants you a non-exclusive, non-transferable right to access and use the Service solely for use by you in accordance with the terms and conditions of this TOS.
Restrictions on Use
You agree that you will not use the Service for any purpose beyond that granted in this TOS and the Services Agreement, where applicable. This means that you will not at any time, directly or indirectly, and will not permit any person or entity to:
- Copy, modify, or create derivative works of the Service, in whole or in part.
- Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of JPG’s intellectual property, including any attempts to discover the underlying code, structure, implementation, or algorithms of the Service.
- Use the Service to develop, create, or permit others to develop or create a product or service similar or competitive to JPG’s intellectual property, particularly the Service.
- Make the Service available to third parties, including by reselling, licensing, renting, leasing, transferring, lending, timesharing, assigning, or redistributing JPG’s intellectual property.
- Use the Service or JPG’s intellectual property in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or that violates any applicable law.
Responsibility
As used in this TOS, “You” includes the Customer and all of your employees, contractors, agents, third-party customers, and clients that use the Service or on whose behalf you use the Service. You hereby agree that you are fully responsible for the actions and omissions of such third parties as if you had acted or failed to act yourself.
Reservation of Rights
JPG reserves all rights not expressly granted to you in this TOS and the Services Agreement, where applicable. Except for the limited rights and licenses expressly granted in this TOS and the Services Agreement, where applicable, nothing in this TOS grants to you or any third party any intellectual property rights or other right, title, or interest in or to the Service. JPG owns all software code it generates in furtherance of your project unless otherwise set forth in an agreement between the parties specifically in the Order Form.
Pricing
You agree to pay JPG the fees set forth in your account dashboard or in a signed Order Form between you and JPG (the “Fees”). All Fees will be in US dollars unless otherwise agreed. The Fees may be a recurring subscription on a monthly or annual basis as chosen by you or agreed upon in the Order Form (the “Subscription Fee”). The Subscription Fees are being prepaid in advance of JPG granting access to the Service for the agreed-upon subscription period, beginning with the Fee payment date. All Subscription Fees are non-refundable, except to the extent agreed upon in the Service Level Agreement between you and JPG. JPG may raise annual Subscription Fees up to 10% each year.
Depending on the service level you choose in your account dashboard or the Order Form, if you reach the limit of allowed services for that level, JPG will pause the Service until your next billing cycle, or you may have the option to upgrade your service level or add additional credits to accommodate additional services. If you have any questions, please contact [email protected].
All Fees and amounts payable by you under the Order Form and this TOS do not include taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you under this TOS.
Feedback
If you or any of your employees or contractors send or transmit any communications or materials to JPG suggesting or recommending changes to the Service, including new features or functionality, or any comments, questions, suggestions, or the like (together, the “Feedback”), JPG is free to use such Feedback irrespective of any other obligation or limitation. You hereby assign to JPG on your behalf and on behalf of your employees, contractors, and agents all rights, titles, and interests to the Feedback. JPG is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback for any purpose whatsoever.
Service Modifications
Except as otherwise agreed in the Services Agreement, where applicable:
- JPG reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part of the Service) with or without notice at any time.
- You agree that JPG will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.
Software Performance
Except as otherwise specifically agreed in the Services Agreement, where applicable:
- JPG will make commercially reasonable efforts to have the Service operate properly. However, as a service that relies on third-party networks, software, and services, and continuous Internet connectivity, JPG does not guarantee that the Service will operate in an uninterrupted or error-free manner or that it will always be available, free from errors, omissions, or malfunctions.
- If JPG receives notice of any failure or malfunction, or JPG becomes aware of any failure or malfunction on its own, JPG will use commercially reasonable efforts to regain the Service’s availability as soon as practicable. But such incidents will not be considered a breach of the TOS or the Services Agreement where applicable.
Service Level Agreement
You acknowledge and agree that the Service Level Agreement incorporated in the Services Agreement is only valid between you and JPG with respect to and to the extent that you have signed up for any paid application or service. JPG makes no warranties, representations, promises, or other agreements as to the performance, availability, or other aspects of the Service. The agreement terms apply to you if the application or service you have chosen is a paid application or service, you are current on all required payments, and you are not otherwise in breach of the TOS or the Services Agreement, where applicable, or any other agreement between you and JPG.
Data Usage
By using the Service, you hereby agree that JPG may collect and use technical and related information, including all information and documents provided by you or collected by JPG in connection with JPG’s Privacy Policy (the “User Data”) (i) to facilitate the provision of the Service, (ii) to verify compliance with this TOS, and (iii) that JPG may use such information to improve the Service. You hereby grant to JPG a non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up, worldwide right and license to use any such User Data for any of the foregoing purposes. You can find JPG’s Privacy Policy here: https://www.jpglobalsolutions.com/privacy-policy/.
Security Compliance
All commercially reasonable standards customarily in place in the industry for usage, backup storage, and security for all electronic data and other information will be maintained by JPG at all times.
Disclaimer of Warranties
Except as otherwise agreed in the Services Agreement, where applicable:
- Your use of the Service is entirely at your own risk.
- The Service is provided by JPG on an as-is basis.
- JPG expressly disclaims all warranties of any kind, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
- JPG makes no warranty that (i) the Service will meet your requirements, (ii) that operation of the Service will be uninterrupted, timely, secure, or error-free, or (iii) the results that may be obtained from the use of the Service will be accurate or reliable.
- No advice or information, whether oral or written, obtained by you from JPG or through the Service creates any warranty regarding the Service not expressly stated in the TOS or the Services Agreement, where applicable.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimer only applies to the extent allowed in your applicable state or jurisdiction.
Limitation of Liability
Except as otherwise agreed in the Services Agreement, where applicable, you expressly understand and agree that JPG is not liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goods, goodwill, use, data, or other intangible losses (even if JPG has been advised of the possibility of such damages), resulting from the use or the inability to use the Service or any other matter relating to the Service, and without regard to whether such damages, or claims of damages arise based in contract, tort or otherwise.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of JPG and its affiliates will be limited to the fullest extent permitted by law.
Indemnification
You agree to indemnify and hold JPG and its affiliates, officers, agents, and employees harmless from any claim, demand, loss, costs, or expense, including attorneys’ fees, made by any person or entity arising out of your violation of this TOS or Services Agreement, where applicable, any state or federal laws or regulations, or any other person’s rights, including infringement of any copyright or violation of any proprietary or privacy right. Under no circumstances, including any negligent act, will JPG or its affiliates or agents be liable for any damages of any kind that result from the use of, or the inability to use, the Service.
Intellectual Property Rights
You agree that the TOS do not transfer from JPG to you any JPG or third-party intellectual property, and all rights, titles, and interest in and to such property will remain (as between the parties) solely with JPG. “JP Global”, the JPG logo, and all other trademarks, service marks, graphics, and logos used in connection with the Service, or JPG’s products or services, are trademarks or registered trademarks of JPG or JPG’s licensors. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of other third parties. Your use of the Service grants you no right or license to reproduce or otherwise use any JPG or third-party trademarks.
Further, you hereby agree that JPG may use your name or your company’s name and logo, as well as any written testimonials you provide, in connection with JPG’s marketing and promotional efforts, including but not limited to usage on the JPG website and in JPG’s social media channels.
Cookies
JPG employs the use of cookies. By using JPG’s website, you consent to the use of cookies in accordance with the JPG Privacy Policy. JPG uses cookies to enable it to retrieve user details for each visit. Cookies are used in some areas of JPG’s site to enable the functionality of this area and ease of use for those viewers visiting. Some JPG affiliate/advertising partners may also use cookies.
Term and Termination
THIS TOS AND THE SERVICES AGREEMENT, WHERE APPLICABLE, WILL REMAIN IN FULL FORCE AND EFFECT WHILE YOU USE THE SERVICE. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, JPG RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICE (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON OR ENTITY FOR ANY REASON OR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THIS TOS TERMS OR SERVICES AGREEMENT, WHERE APPLICABLE, OR ANY APPLICABLE LAW OR REGULATION. JPG MAY TERMINATE YOUR USE OF THE SERVICE AT ANY TIME, AT ITS SOLE DISCRETION
If JPG terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a pseudonym, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating and suspending your account, JPG reserves the right to take appropriate legal action, including, without limitation, pursuing civil, criminal, and injunctive relief.
IN THE EVENT THIS TOS OR THE SERVICES AGREEMENT, WHERE APPLICABLE, IS TERMINATED, OR YOU TERMINATE ANY LEASE WITH A THIRD PARTY VENDOR, AFTER THE ORDER FORM IS EXECUTED AND THE FIRST PAYMENT OF 50% HAS NOT YET BEEN MADE, YOU ARE RESPONSIBLE FOR ALL TIME AND COSTS INCURRED BY JPG, OR ANY OF ITS AFFILIATED RESELLSERS, RELATED TO YOUR PROJECT UP TO THE DATE OF TERMINATION, WHICH ARE DUE UPON JPG’S AND/OR THE RESELLER’S REQUEST. SUCH TIME AND COSTS MAY INCLUDE RESEARCH AND ANALYSIS AS WELL AS PAYMENTS MADE TO THIRD-PARTY VENDORS BY JPG OR A RESELLER. ONCE PAID, THE FIRST PAYMENT OF 50% IS NON-REFUNDABLE, WHETHER SUCH PAYMENT IS MADE TO JPG OR ONE OF ITS AFFILIATED RESELLERS. [IN ADDITION, YOU ARE RESPONSIBLE FOR THE TIME AND COSTS THAT EXCEED THE FIRST PAYMENT AMOUNT THAT HAVE BEEN INCURRED UP TO THE DATE OF TERMINATION.
Legal Compliance
By using the Service, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country or (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You agree that the Service, including all software, documentation, technical data, reports, deliverables, and any other materials provided to you by JPG, may be subject to export controls under the laws and regulations of the United States. You agree not to export or re-export any such materials to any country to which such export is restricted or prohibited by the U.S. Government.
Governing Law; Jurisdiction
This TOS and the Services Agreement, where applicable, unless otherwise indicated on such other agreement, will be governed by the laws of the State of Arizona. This is the case regardless of whether you reside or transact business with JPG or any of its affiliates or agents in the State of Arizona or elsewhere. Unless a dispute would be governed by the terms of the Section entitled Binding Arbitration below or if governed by the Services Agreement, where applicable, you agree to submit to the personal and exclusive jurisdiction of the courts located within the City of Phoenix, Arizona, United States.
For EU users only: In the event of a dispute relating to the interpretation, performance, or validity of this Agreement, an amicable solution can be sought before any legal action. You can file your complaint with JPG by sending a message via email to [email protected]. In case of failure, you can, within one (1) year of the failed request, have recourse to an Alternative Dispute Resolution procedure by filing an online complaint on the European Commission’s Online Dispute Resolution website at https://webgate.ec.europa.eu/odr. If out-of-court dispute resolutions fail, the dispute may be brought before any competent court.
Binding Arbitration
Except as otherwise agreed in the Services Agreement, where applicable, any dispute or claim relating in any way to your use of the Service (each, a “Claim”) will be resolved by binding arbitration rather than in court (except that you may assert claims in small-claims court if your claims qualify). You agree that each Claim must be brought individually.
YOU AND JPG AGREE THAT (i) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (ii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (iii) NO ARBITRATION MAY BE JOINED WITH ANY OTHER ARBITRATION.
The Federal Arbitration Act and federal arbitration law apply to this TOS and this binding arbitration clause.
Arbitration is a process with no judge or jury – an arbitrator will review the arguments in the dispute and award damages and other relief just like a court would. The arbitrator must follow this TOS and Services Agreement, where applicable, as a court otherwise would. Court review of the arbitration award is limited under the Federal Arbitration Act.
To start an arbitration, you must send an email to [email protected] describing your Claim and requesting arbitration, or JPG may do the same by sending a written notice requesting arbitration to your email address. The proceedings will be conducted through JAMS, using their Streamlined Arbitration Rules and Procedures. You can view these rules at www.jamsadr.com or by calling 800-352-5267. The payment of the initial filing fees will be made by the party filing the Claim, and any other filing and other fees will be apportioned as directed by the JAMS rules. The arbitration will take place in Phoenix, Arizona, USA unless the Parties agree to video, phone, or other virtual appearances.
Except as otherwise set forth below, you may seek any remedies available to you under federal, state, or local laws in an arbitration action. As part of the arbitration, both you and JPG will have the opportunity to discover non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given (including any attorneys’ fees and costs awarded), and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based.
Notwithstanding the terms of this Section, either you or JPG may bring a lawsuit in court for equitable relief for any misuse or infringement of intellectual property rights or any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use of the Service.
BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND JPG WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
You and JPG agree that if any portion of this Section is found illegal or unenforceable, that portion will be severed, and the remainder of the Section will be given full force and effect.
Miscellaneous Terms
Agreement Revisions: JPG may revise this TOS at any time by updating the TOS on JPG’s website or in communications regarding the Service. JPG will notify you of any such updates through your account dashboard, the sign-in page of your application or any email address for you that JPG has on file. By continuing to use the Service after such updates, you agree to be bound by any such revisions and should, therefore, periodically visit JPG’s website to determine the then-current Agreement to which you are bound.
Force Majeure: JPG is not liable for any delay or failure to perform resulting from causes outside the reasonable control of JPG, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond JPG’s control such as acts of God, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
No Partnership: You agree that no joint venture, partnership, employment, or agency relationship exists between you and JPG because of the TOS or Services Agreement, where applicable, or your use of the Service.
Assignment: JPG may assign the TOS or the Services Agreement, where applicable, in whole or in part, to any person or entity at any time, with or without your consent. You may not assign the TOS or the Services Agreement, where applicable, without JPG’s prior written consent, and any unauthorized assignment by you will be null and void.
Severability: If any part of this TOS or the Services Agreement, where applicable, is determined to be void, invalid, or unenforceable, then that portion will be severed, and the remainder of the Agreement will be given full force and effect.
Attorneys’ Fees: In the event of any litigation or dispute resolution brought by either party in connection with this Agreement, the prevailing party in such litigation will be entitled to recover from the other party all the reasonable costs, attorneys’ fees, and other expenses incurred by such prevailing party in the proceedings.
No Waiver: JPG’s failure to enforce any provision of this Agreement will in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce every such provision thereafter. The express waiver by JPG of any provision, condition, or requirement of this Agreement will not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.
Equitable Remedies: You hereby agree that JPG would be irreparably damaged if the terms of the TOS or Services Agreement, where applicable, were not specifically enforced, and therefore you agree that JPG will be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this TOS or Services Agreement, where applicable, in addition to such other remedies as JPG may otherwise have available to it under applicable laws.
Conflicts: If there is any conflict between this TOS and other terms in the Services Agreement, where applicable, the terms of the Services Agreement will control.
Entire Agreement: This TOS and any other documents expressly incorporated by reference in the Services Agreement, constitutes the entire agreement between you and JPG with respect to the Service and supersedes all prior or contemporaneous communications, whether electronic, oral or written, between you and JPG with respect to the Service.
SERVICE LEVEL AGREEMENT
This Service Level Agreement (this “SLA”) applies to you if the application or service you have chosen in your account dashboard or through your Order Form is a JPG application or service, you are current on all required payments, and you are not otherwise in breach of this TOS or the Services Agreement, where applicable, between you and JPG.
JPG will strive to make the Service available 99.5% of the year but does not warrant to do so unless otherwise specified in a custom service level agreement modifying this TOS.
JPG will not be responsible for any loss of data, business, revenue or property due to service lack of availability. Unexpected failures caused by third parties including, but not limited to, Microsoft Azure, OVH, Amazon, PhoenixNAP, and Google used by JPG’s infrastructure as well as any software or service that JPG connects to does not apply towards JPG’s service availability metrics.
Upon request JPG may provide at its discretion more details regarding the interruption of service in the form of a Service Interruption Report (SIR). A SIR may be issued in a limited manner or not at all if containing security sensitive and/or proprietary information.
