These Terms and Conditions (the “Terms”) provide the terms on which Jump Software, Inc. (“Jump Software”) provides its website and platform to its users (“you” or “your”), as available at http://JumpRoom.io/ (the “Site”), as well as such related platforms and related services as Jump Software may make available from time to time which link to these Terms or otherwise incorporate these Terms by reference (collectively, the “JumpRoom Services”). Use of and access to the JumpRoom Services is conditioned upon compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. By signing an Order Form (defined below) to receive the JumpRoom Services and/or by continuing to use or otherwise access any of the JumpRoom Services, you indicate that you agree to comply with these Terms, including all other terms and policies linked or otherwise referenced within these Terms, in each case to the extent that they apply to you (collectively, all other terms and policies are referred to as the “Policies”). All such Policies are incorporated as if their full text were set forth in these Terms. If you are accessing and using the JumpRoom Services by or on behalf of a company or other organization, your acceptance of these Terms includes your representation and warranty that you have the authority to bind that company or other organization to these Terms, and “you” and “your” will refer to that company or other organization. If you do not agree with any part of these Terms, then you may not access or use the JumpRoom Services.
Jump Software may make changes to these Terms, or any of its Policies or practices, at any time and at its sole discretion, by posting such changed or updated Terms on this page. Except as otherwise specified in these Terms, any such modifications are effective immediately upon posting. The most recent date of revision of these Terms is indicated at the top of this page. You are responsible for reading these Terms whenever you access the JumpRoom Services so that you are aware of any modifications. By continuing to use the JumpRoom Services after modifications to these Terms have been posted, you agree to abide by the modified Terms. If you do not agree to these Terms (including any modifications thereto), your only recourse is to immediately cease your use of the JumpRoom Services.
By creating an account for the JumpRoom Services, you agree to provide accurate and complete information, including an email address where Jump Software can contact you, and to keep the information you provide up to date. Jump Software reserves the right to suspend or terminate your account if any information provided during the registration process or thereafter is or becomes inaccurate, false or misleading. You are responsible for procuring and maintaining the network connections that connect you to the JumpRoom Services. You are responsible for maintaining the confidentiality of your Account, including the login and passwords for all users who you have authorized to access your Account pursuant to the Order Form effected by and between you and Jump Software (“Authorized User(s)”). You agree that (i) only Authorized Users shall be permitted to use the JumpRoom Services; (ii) you are responsible for Authorized Users' actions or failures to act in connection with use of the JumpRoom Services; (iii) you will otherwise take all commercially reasonable steps to protect the JumpRoom Services from unauthorized use and/or access through your Account; and (iv) you will promptly notify Jump Software if any passwords are lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised.
The JumpRoom Services are available for purchase as a recurring subscription and will continue and automatically renew until terminated, pursuant to the terms set forth in Section 6. By subscribing to the JumpRoom Services, you agree to pay Jump Software the fees set forth in the applicable order form executed by and between you and Jump Software (“Order Form”). Each Order Form will form part of these Terms and will be subject to the terms and conditions contained herein.
Subject to these Terms, and solely during the Subscription Period (as defined in Section 6) set forth in your applicable Order Form, in consideration for the payment of fees set forth in such Order Form, Jump Software hereby grants to you (and to such Authorized Users as you may designate pursuant to the Order Form), a non-exclusive, non-transferable license to access and use the JumpRoom Services solely for your internal business use. Your rights to access and use the JumpRoom Services are limited to those expressly granted in this Section 2(c) and subject to all restrictions set forth in these Terms. Jump Software and its licensors reserve all rights and licenses in and to the Services not expressly granted under these Terms.
You acknowledge that access to and use of the JumpRoom Services is licensed to you for use up to the number of virtual rooms, users, data sources, and/or other metrics purchased by you and set forth in the applicable Order Form (the “Volume Limitations”). The license granted to you per Section 2(c) is restricted to use by you and your Authorized Users, and does not include the right to use the JumpRoom Services on behalf of any third party. In the event that the JumpRoom Services are used in excess of the Volume Limitations, you agree to pay Jump Software for the number of virtual rooms, users, data sources, and/or other metrics used in excess of such Volume Limitations at Jump Software’s then-current rates. You may add licenses for additional features or increase Volume Limitations by executing a new Order Form at any time.
The JumpRoom Services may interact with and access certain data that you provide, as well as third-party applications and related information used by you in connection with the JumpRoom Services (“Third-Party Application(s)”). You shall use commercially reasonable efforts to cooperate with Jump Software to make available any such Third-Party Applications, data sources, your Data (as defined below), and other related information available to Jump Software and the JumpRoom Services as necessary to use the JumpRoom Services as contemplated in these Terms, including, without limitation, providing all required access and credentials. You shall be solely responsible for ensuring compliance with third-party terms of use, privacy policies and contractual obligations in making such Third-Party Applications, your Data and related sources, and other information available to Jump Software.
From time to time, Jump Software may (at its sole discretion) develop and provide updates for the JumpRoom Services, including (without limitation) upgrades, bug fixes, patches, other error corrections, and/or new features. Updates may also modify or delete in their entirety certain features and functionality, provided that such modifications do not materially degrade any functionality of the JumpRoom Services. Jump Software may also change, modify, or discontinue any portion of, or make other commercially reasonable modifications to, the JumpRoom Services at any time and at Jump Software’s sole discretion. Any changes will become effective on the date published, or on such date as provided in any other notices from Jump Software to you. You acknowledge and agree that Jump Software has no obligation to provide any particular upgrades, or new features, or to continue to provide or enable any specific features or functionality for the JumpRoom Services. Notwithstanding the foregoing, the performance of the JumpRoom Services shall remain consistent with the Service Level Agreement set forth in Section 14 of these Terms.
Jump Software may suspend your access to and/or use of any JumpRoom Services at any time, if Jump Software determines that your use of the JumpRoom Services poses a security risk to the JumpRoom Services or to other users of the JumpRoom Services, or if Jump Software suspects fraud or abuse or other illegal or unauthorized behavior related to the JumpRoom Services. Written notice will be provided to you before any such suspension, except and unless not permitted by law or if Jump Software reasonably determines that providing notice presents a risk of harm to the JumpRoom Services, to other users of the JumpRoom Services, or to any person or property, in which case Jump Software will notify you promptly following suspension. Jump Software will promptly reinstate your access to the JumpRoom Services once the issue causing the suspension has been resolved.
As between you and Jump Software, you shall retain ownership of all right, title and interest in and to all data, information or other materials that you submit through the JumpRoom Services (“Data”). Except and unless otherwise agreed upon by and between the Parties, these Terms do not grant to Jump Software any ownership rights in your Data, and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit the Data. Notwithstanding the foregoing, you hereby grant to Jump Software a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section 13(a)), royalty-free right to use, display, transmit, distribute, and make derivative works based upon your Data throughout the Term, solely in connection with your use of, and Jump Software’s provision of, the JumpRoom Services. You represent and warrant to Jump Software that (i) you own the Data and/or otherwise have the right to submit such Data for processing by the JumpRoom Services, and to grant the license set forth in this Section 3(a) to Jump Software, and (ii) in submitting such Data, you will not be infringing any rights of any third party, including without limitation intellectual property rights (such as copyright or trademark), privacy or publicity rights, rights of confidentiality or rights under contract. You acknowledge and agree that Jump Software is not responsible for Data provided by you or by a third party, including the accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, and/or quality of such Data, and that you are solely responsible for the Data you submit, and assume all risks and liability related thereto.
Except as limited by the foregoing Section 3(a), you acknowledge and agree that, as between Jump Software and you, all right, title and interest in and to the JumpRoom Services, together with any and all modifications and configurations thereof, all information and content provided or made available to you through the JumpRoom Services (excluding your Data), and all of Jump Software’s proprietary technology (which includes, without limitation, all software, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information made available to you by Jump Software in providing the JumpRoom Services) and all derivatives thereof, are and shall remain the property of Jump Software and/or Jump Software’s licensors.
. Jump Software may deidentify and aggregate Data and metadata associated with use of the JumpRoom Services to create new data (“Aggregated Data”). You agree that Jump Software may use Aggregated Data for its own business purposes, in any manner permitted by applicable law, including to administer, develop and improve the JumpRoom Services. Aggregated Data will not directly or indirectly identify you, your Authorized Users, your customers, or any individual data subjects. Jump Software shall own all right, title, and interest in and to the Aggregated Data and any derivative works thereof.
The Jump Software name, all Jump Software logos, and the product names associated with the JumpRoom Services are trademarks of Jump Software or third parties, and no right or license is granted to use them. You shall not remove any Jump Software trademark or logo from the JumpRoom Services.
During the Term, you may elect to (but are not required to) provide comments, suggestions, or ideas about the JumpRoom Services to Jump Software (collectively, “Feedback”). Any Feedback that you provide will be treated as non-proprietary and non-confidential. By submitting Feedback to Jump Software, you hereby grant to Jump Software an irrevocable, fully-paid up, non-exclusive, royalty-free, perpetual and worldwide license to use, reproduce, distribute, create derivative works of, publicly perform, and publicly display such Feedback in any medium or format, whether now known or later developed, in any manner as Jump Software see fit (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes), without notice, restriction or compensation to you.
Unless expressly permitted in these Terms, or where you have received Jump Software's express prior written consent, and in addition to restrictions discussed in other sections of these Terms, you shall not (and shall not allow any Authorized User or third party to):
1. Send, upload or otherwise transmit to the JumpRoom Services any Data that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, including content that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or could otherwise deemed inappropriate.
2. Upload or otherwise transmit, display within or distributing to the JumpRoom Services any Data that infringes any trademark, trade secret, copyright or other proprietary or intellectual property rights of any person;
3. Disrupt, interfer, and/or inhibit any other user from using or accessing the JumpRoom Services (including any part of the JumpRoom Services and/or Data), such as by uploading harmful code (ex.: software viruses, worms, time bombs, corrupted files, Trojan horses) or by using any robot, spider, or other such programmatic or other similar automatic device to obtain information from the JumpRoom Services or otherwise monitor or copy any portion of the JumpRoom Services without Jump Software’s authorization;
4. Modify, translate, decompile, disassemble, reverse engineer, or attempt to derive the source code for the computer systems and other technology that operate the JumpRoom Services, or access the JumpRoom Services in order to build a competitive product or service or copy any ideas, features, functions or graphics of the JumpRoom Services. For purposes of these Terms, “reverse engineer” includes the examination or analysis of the JumpRoom Services to determine the source code, structure, organization, internal design, algorithms, or encryption devices of the JumpRoom Services' underlying technology.
5. Interfere with the servers or networks underlying or connected to the JumpRoom Services or violate any of the procedures, policies or regulations of networks connected to the JumpRoom Services.
6. Access or use the JumpRoom Services in an unauthorized manner or in violation of applicable laws.
7. Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity.
5. Fees
Unless otherwise set forth on the Order Form, Jump Software will issue an invoice to you at the beginning of each Subscription Period. Payment shall be due within thirty (30) days following from receipt of Jump Software’s invoice. All fees set forth in an Order Form are stated in and are payable in U.S. dollars. Fees are exclusive of taxes. You shall be responsible for the payment of all sales, use and similar taxes arising from or relating to the JumpRoom Services rendered hereunder (as applicable), except for taxes related to the net income of Jump Software and any taxes or obligations imposed upon Jump Software under federal, state, and local wage laws. Except as otherwise specified in these Terms, payment obligations are non-cancellable and fees paid are non-refundable. You are responsible for providing complete and accurate billing and contact information to Jump Software and notifying Jump Software of any changes to such information. You agree to pay a late charge of one and one-half percent (1.5%) per month (or part of a month), or the maximum lawful rate permitted by applicable law, whichever is less, for all overdue amounts not subject to a good faith dispute.
Jump Software reserves the right to change the rates, applicable charges and usage policies and to introduce new charges, for such Order Form upon providing you with written notice thereof (which notice may be provided by e-mail) at least sixty (60) days prior to the then-current renewal date of such Order Form. Changes to the fees for the JumpRoom Services will apply, at the earliest, at the conclusion of your then-current Subscription Period (as defined below). If you do not agree with the changes to our fees for the JumpRoom Services, your only recourse is to stop using the JumpRoom Services.
From time to time, Jump Software may offer the opportunity for new users to use the JumpRoom Services on a trial basis without charge, or at a discounted rate (the “Trial Period”). The duration of such Trial Period, as well as any other applicable terms, shall be as set forth in the Order Form. During the Trial Period, these Terms may be immediately terminated by either party at any time and for any reason, upon receipt of written notice by the other party. Email notice with confirmed receipt shall be sufficient. Notwithstanding any other provision of these Terms, JumpRoom Services provided during a Trial Period shall be provided “as is”, without any indemnity, liability, warranty, or remedy of any kind, and without any obligation to provide any maintenance, technical support, or other support to you. Unless earlier terminated in accordance with these Terms, upon expiration of a Trial Period, the Order Form will automatically renew for the Subscription Period set forth in the Order Form (“Subscription Period”); and (b) upon expiration of the Subscription Period, the Order Form will automatically renew for successive periods equal in duration to the Subscription Period (each a “Renewal Period”). For the avoidance of doubt, the Trial Period (if applicable), the Subscription Period, and any Renewal Period(s) thereafter shall collectively constitute the “Term”.
Following the Trial Period, either party may terminate any Order Form effected under these Terms (i) upon fourteen (14) days' written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors that is not dismissed within sixty (60) days of filing.
Upon any termination or expiration of these Terms or any applicable Order Form effected hereunder: (a) all rights, licenses, and authorizations granted herein by either party shall immediately terminate; (b) you shall immediately cease all use of the JumpRoom Services, and shall cause your Authorized Users to promptly cease using the JumpRoom Services; and (c) all unpaid amounts payable by you to Jump Software under these Terms shall be paid no later than fifteen (15) business days after the effective date of the expiration or termination. Any right, obligation or provision under these Terms and/or the Order Form that, by its nature or giving effect to its meaning or purpose, should survive termination or expiration of these Terms and/or the Order Form, will survive any such expiration or termination. If you terminate these Terms or an Order Form due to Jump Software's uncured material breach, Jump Software shall refund you a pro rata portion of prepaid Fees applicable to the period of the Subscription Period remaining following the effective date of termination. If the Order Form is terminated for any reason other than due to Jump Software’s material breach, then Jump Software shall be entitled to all of the Fees due for the entire term of the relevant Order Form. Within thirty (30) days following termination, you may retrieve your Data in accordance with established and reasonable system access procedures. After such period, Jump Software shall have no further obligation to store or make available your Data to you and will delete such your Data in accordance with its standard internal processes. Upon your written request, Jump Software will provide you with a copy of Jump Software’s attestation of your Data deletion.
“Confidential Information” means: (i) non-public business or technical information, including product plans, designs, source code, marketing plans, business opportunities, personnel, research, development or know-how (all of the foregoing as they relate to the goods and services of Jump Software, are Jump Software’s Confidential Information, and all of the foregoing as they relate to Your business, are Your Confidential Information); and (ii) information designated by the disclosing party as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential, that is disclosed by or on behalf of one Party to another Party under the terms of an Order Form. Confidential Information shall not include information which: (i) is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving party; (ii) is or becomes available to the receiving party on a non-confidential basis from a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (iii) is developed independently by the receiving party without use of any of disclosing party’s Confidential Information and by persons without access to such Confidential Information.
You and Jump Software each agree not to use any Confidential Information of the other party for any purpose other than as necessary to perform its and your respective obligations under these Terms, and to hold in confidence, and not disclose (or permit its personnel to disclose) such Confidential Information to any person or entity except to directors, officers, employees, contractors, or advisors (collectively “Representatives”) who have a need to know such Confidential Information in the course of the performance of their duties for the receiving party, provided that any such Representative are bound by a duty of confidentiality no less protective of the disclosing party’s Confidential Information than the terms of this Section 7. During and after the Subscription Term, neither receiving party will disclose any Confidential Information of the disclosing party to any third party without the prior written consent of the disclosing party, except (i) where such disclosure is necessary for the performance of the receiving party’s obligations under these Terms; or (ii) as may be required by applicable laws, rules, or regulations, provided that the party obligated to make the disclosure shall give the other party advance notice of such requirement to the extent legally permitted. The parties expressly agree that the terms and pricing of any Order Form effected under these Terms are and shall be Confidential Information. In connection with the foregoing, you further agree that you will not use the JumpRoom Services for the purposes of conducting comparative analysis, evaluations, or product benchmarks with respect to the JumpRoom Services.
Notwithstanding any other provision of these Terms, both parties acknowledge that any disclosure or use of the disclosing party's Confidential Information in a manner inconsistent with these Terms may cause the disclosing party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, both parties agree that, in addition to any other remedy to which the disclosing party may be entitled hereunder, at law or equity, the disclosing party shall be entitled to seek an injunction to restrain such use in addition to other appropriate remedies available under applicable law.
Jump Software uses commercially reasonable security measures to protect your Data from loss, disclosure, misuse, and destruction. These measures are described in further detail in its Security page, available here: https://www.JumpRoom.io/security.html. Nevertheless, it is possible that Data stored in or transmitted through the JumpRoom Services may be lost, corrupted, or destroyed. Jump Software will not be held responsible in the event of such destruction except where expressly set forth under these Terms. It is your sole responsibility to ensure that back-up copies of your Data are made on a regular basis and available to you in the event of data loss, data corruption, or data destruction. By using the JumpRoom Services, you acknowledge and agree that (i) no data security measures can guarantee that the JumpRoom Services are free of threats or other vulnerabilities, and that (ii) you use the JumpRoom Services and transmit information to Jump Software at your own risk.
Subject to the limitations, conditions, and exclusions set forth in Section 14(d) hereunder, Jump Software warrants that during the Subscription Period, the JumpRoom Services applicable to your Order Form will substantially conform in all material respects to the specifications set forth in the Service Level Agreement, as set forth in Section 14, when installed, operated and used as recommended in the Documentation and in accordance with these Terms, and no update, upgrade, release, or other adaptation or modification of the JumpRoom Services that Jump Software may provide during the Term, when correctly installed in accordance with the Documentation, these Terms, and any instructions of Jump Software, will materially decrease the features or functionality of the JumpRoom Services. If Jump Software fails to meet this limited warranty, your sole and exclusive remedy for that failure is as specified in the Service Level Agreement. As used in these Terms, “Documentation” means such written information (whether contained in user or technical manuals, training materials, specifications, or other similar materials) related to installation and use of the JumpRoom Services that Jump Software makes generally available to its customers.
EXCEPT FOR THE PERFORMANCE WARRANTY IN SECTION 9, JUMP SOFTWARE PROVIDES THE JUMPROOM SERVICES, INCLUDING ALL CONTENT, TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE JUMPROOM SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, JUMP SOFTWARE PROVIDES NO WARRANTIES OR UNDERTAKINGS AND MAKE NO REPRESENTATIONS OF ANY KIND THAT THE JUMPROOM SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE IN A MANNER THAT IS TIMELY, CONTINUOUS, AND WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, BE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES, AND/OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR JUMPROOM SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. JUMP SOFTWARE DOES NOT WARRANT THAT IT WILL BE ABLE TO CORRECT ALL REPORTED DEFECTS OR THAT USE OF THE JUMPROOM SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. JUMP SOFTWARE MAKES NO WARRANTY REGARDING FEATURES OR SERVICES PROVIDED BY THIRD PARTIES, INCLUDING ANY THIRD-PARTY APPLICATIONS. Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. Therefore, some of the preceding disclaimers, exclusions or limitations may not apply to you.
IN NO EVENT WILL EITHER PARTY (INCLUDING, WITHOUT LIMITATION, ITS EMPLOYEES, OFFICERS, REPRESENTATIVES, SERVICE PROVIDERS, SUPPLIERS, LICENSORS, OR AGENTS) BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, OR LOST BUSINESS, LOST REVENUE, OR LOST PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR THE JUMPROOM SERVICES, EVEN IF THAT PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. JUMP SOFTWARE SHALL HAVE NO LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO YOUR DATA OR THIRD-PARTY APPLICATIONS. EXCEPT FOR A PARTY’S LIABILITY ARISING FROM ITS WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, ITS BREACH OF SECTION 7 (CONFIDENTIALITY), OR PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS ARISING HEREUNDER, EACH PARTY’S ENTIRE LIABILITY, IN THE AGGREGATE, WITH RESPECT TO ANY SUBJECT MATTER RELATING TO THESE TERMS AND/OR THE JUMPROOM SERVICES SHALL BE LIMITED TO THE AMOUNT PAID OR PAYABLE BY YOU TO JUMP SOFTWARE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Subject to Sections 13(c) and 13(e) below, and as otherwise set forth herein, Jump Software will defend you and your officers, directors, employees and agents (collectively, the “Customer Indemnitees”), against any claim, demand, suit or proceeding made or brought against any or all of the Customer Indemnitees by a third party alleging that the JumpRoom Services infringe or misappropriate such third party's intellectual property rights (a “Claim Against Customer”), and will indemnify Customer Indemnitees from any damages (including reasonable attorney fees and costs) finally awarded against any Customer Indemnitees as a result of, or for amounts paid by under a court-approved settlement of, a Claim Against Customer.
Subject to Section 12(c) below, you will defend Jump Software and its officers, directors, employees and agents (collectively, the “Jump Software Indemnitees”) against any claim, demand, suit or proceeding made or brought against any or all of the Jump Software Indemnitees by a third party: (i) alleging that your Data, or any use thereof by Jump Software as permitted by these Terms, infringes the intellectual property rights or proprietary rights of others, or has caused harm to a third party; or (ii) arising out of or attributable to your unauthorized access to the JumpRoom Services or use of the JumpRoom Services in a manner not authorized under these Terms (each, a “Claim Against Jump Software”). You will indemnify the Jump Software Indemnitees from any damages, reasonable attorney fees and costs finally awarded against the Jump Software Indemnitees as a result of, or for any amounts paid under a court-approved settlement of a Claim Against Jump Software.
Each party's obligation to indemnify the other party is conditioned on the party seeking indemnification: (i) promptly notifying the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying party’s obligation except to the extent it is prejudiced thereby; (ii) allowing the indemnifying party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement, provided that the indemnifying party shall not settle any claim that requires the indemnified party to admit fault or subjects the indemnified party to ongoing obligations without the indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed); and (iii) giving the indemnifying party reasonable assistance in the defense and settlement of any claim, suit or proceeding for which indemnity is claimed.
If a Claim Against Customer is brought or, in Jump Software's opinion, is likely to be brought, Jump Software will, at its option and expense: (i) obtain the right for you to continue using the JumpRoom Services; (ii) replace or modify the affected JumpRoom Services so that they becomes non-infringing; or (iii) upon notice to you, terminate these Terms or your use of the affected JumpRoom Services, provided that in the case of (iii), Jump Software promptly refunds to you the prorated portion of any unearned pre-paid annual subscription fees paid hereunder for the affected JumpRoom Services.
Notwithstanding the foregoing, Jump Software's obligations in Sections 13(a) and 13(d) shall not cover any third party claims to the extent such claims arise from Jump Software will have no obligation to mitigate under Section 12(d), or with respect to any Claim Against Customer based on any: (i) combination, operation, and/or other use of the JumpRoom Services with any equipment, devices, software or data not expressly authorized by Jump Software (including any Third-Party Applications), if a claim would not have occurred but for such combination, operation or use; (ii) your or an Authorized User’s use of the JumpRoom Services for a purpose or in a manner not in accordance with these Terms, any Order Form or Documentation; (iii) any modification to the JumpRoom Services not authorized by Jump Software; (iv) any claim that relates to open source software or freeware technology or any derivative or other adaptation thereof that is not part of the JumpRoom Services; (v) any JumpRoom Services provided on a no-charge basis; and/or (vi) allegedly infringing activities conducted by you, where you continued such activities after being notified thereof or after being informed of modifications that would have avoided the alleged infringement.
This Section 12 states each indemnifying party's sole liability to, and each indemnified party's exclusive remedy against, the other party for any type of claim described in this section.
These Terms shall be binding upon and for the benefit of Jump Software, you, and each of our respective permitted successors and assigns. You may not assign your rights or delegate your duties under these Terms, in whole or in part, without the prior written consent of Jump Software, and any attempted assignment or delegation without such consent will be void. Jump Software may use independent contractors, subcontractors, or other third parties in connection with the provision of JumpRoom Services under these Terms.
You hereby grant Jump Software a non-exclusive license solely during the Term to use your name and display your logo in Jump Software's customer lists and in the customer section of Jump Software’s website.
Nothing contained in these Terms is intended or shall be construed to confer upon any person any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a party to any such person.
The waiver of a breach of any provision of these Terms is not a waiver of any other or subsequent breach. A party's failure to exercise, or delay in exercising, any right or any power under these Terms will not operate as a waiver of such right or power. If any provision of these Terms is found to be invalid or unenforceable for any reason, the remaining provisions will continue in full effect.
These Terms will be construed in accordance with and governed exclusively by the laws of the State of Washington, and King County, Washington State will be the place of jurisdiction for all disputes related to these Terms. Each party waives any and all objections to the exercise of jurisdiction over it by such courts and to venue in such courts.
Even after its rights under these Terms are terminated, all provisions of these Terms which by their nature should survive, will survive, including, but not limited to, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution terms.
Any notice, approval, request, authorization, direction or other communication under these Terms shall be given in writing and shall be deemed to have been delivered and given for all purposes: (a) on the delivery date if delivered personally to the party to whom the same is directed; (b) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt; or (c) five (5) business days after the mailing date whether or not actually received, if sent by U.S. certified mail, return receipt requested, postage and charges pre-paid or any other means of rapid mail delivery for which a receipt is available, to the address of the party as set forth below. Either party may change its address by giving written notice of such change to the other party.
Jump Software, Inc.
15639 SE 175th St
Renton, WA 98058
(206)930-2129
legal@jumproom.io
Jump Software may give notice to you at the e-mail address associated with its account on the JumpRoom Services, using such other contact information as you may make available to Jump Software, or as otherwise specified herein. In the case of any notices that Jump Software is required to provide to you and to other users in relation to the JumpRoom Services, notice will also be deemed to have been received and properly served upon you immediately upon being posted on the JumpRoom Services.
The relationship between Jump Software and you is that of an independent contractor, and nothing in these Terms shall be construed as creating the relationships of partners, employer and employee, master and servant, or principal and agent between the Parties, for any purpose whatsoever. Neither party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other party’s name or on its behalf.
Except for the obligation to make payments, nonperformance of either party under these Terms shall be excused to the extent that performance is rendered impossible by strike, fire, flood, pandemic, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party (each a “Force Majeure Event”).
These Terms (as amended from time to time), including any Policies incorporated herein, together with all exhibits, addenda, and any Order Forms, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between you and Jump Software relating thereto and is binding upon you and Jump Software, and each of your permitted successors and assigns. These Terms and any Order Form may only be amended by a written instrument that refers to these Terms or the applicable Order Form and is duly signed by an authorized representative of each party hereto. Any inconsistent or conflicting terms and conditions contained in any Order Form executed by and between the Parties shall be resolved in favor of these Terms.
During each Subscription Period, Jump Software will use commercially reasonable efforts to ensure that the applicable JumpRoom Services maintain at least 99.7% Availability (the “Minimum Availability”) during any given billing period. For purposes of this section, the billing period will be deemed to be a calendar month, unless otherwise specified in the applicable Service Description. As used herein, “Availability” in a given billing period shall be calculated according to the following formula: Availability = ([total minutes in a calendar month - total minutes Unavailable] / total minutes in that calendar month) x 100
Except in cases where availability is affected due to occurrences and/or conditions excluded under Section 14(d), “Unavailability” in a given billing period shall be calculated based on the duration in which one or both of the following conditions are true:
• Administrators cannot access the JumpRoom Services administration console; and/or
• Users cannot access their desktops, applications, and/or designated room(s) through the JumpRoom Services.
If only a portion of the rooms made available to you through the JumpRoom Services are Unavailable, Service Credits will be prorated relative to the total number of Rooms subject to your Order Form at the time of the occurrence giving rise to the JumpRoom Services’ becoming Unavailable. To qualify for a Service Credit, Unavailability must be reported by you within ninety (90) days of the event, and confirmed by Jump Software.
If the Availability of the JumpRoom Services is less than the Minimum Availability in a given billing period, you may request a Service Credit from Jump Software, whose value shall be calculated in accordance with the following table: Monthly Availability Percentage Service Credit Percentage
Less than 99.7% but greater than or equal to 99.3% 5%
Less than 99.3% but greater than or equal to 98.9% 10%
Less than 98.9% 15%
A “Service Credit” shall be equal to the Service Credit Percentage set forth in the table above, applied to the monthly subscription fees (net of any discounts) applicable to the affected JumpRoom Services for the billing period in which the event giving rise to the Unavailability occurred.
Notwithstanding any provisions to the contrary in these Terms, issues with the JumpRoom Services arising out of or relating to the items below shall not be eligible for the performance warranty set forth in Section 9(a), and shall be excluded from any time-based calculations related to the JumpRoom Services being Unavailable:
(i) scheduled maintenance where you have been notified at least five (5) days in advance;
(ii) non-standard or emergency maintenance windows, where Jump Software has determined that notice cannot be provided five days in advance due to the urgent nature of the threat to the JumpRoom Services, or the potentially negative impact of failure to perform the maintenance immediately;
(iii) any operation or use of, or other activity relating to, the JumpRoom Services other than as specified in the Documentation, including any incorporation in the JumpRoom Services of, or combination, operation or use of the JumpRoom Services in or with, any technology (including any software, hardware, firmware, system or network) or service not specified for your use in the Documentation (including issues caused by, arising from, and/or related to your use of software that has not been designated as compatible with the JumpRoom Services, and/or use of any operating system configuration and/or installed third party software that prevents access to the JumpRoom Services or degrades desktops’ performance)
(iv) your or any third party’s negligence, abuse, misapplication, or misuse of the JumpRoom Services, including your failure to (a) follow configuration requirements for the JumpRoom Services as set forth in the Documentation, (b) implement required network configurations or changes within your control as needed for operation of the JumpRoom Services, and/or (c) comply with the acceptable use guidelines set forth in the Terms, or other use of the JumpRoom Services other than as specified in the Documentation or expressly authorized by Jump Software in writing;
(v) alterations and/or modifications of the JumpRoom Services which are performed by a person or entity other than Jump Software or its representatives, with or without authorization;
(vi) any network issues caused by your compromised devices or desktops with regards to virus or spyware; and/or
(vii) issues in the operation of, or access to, your or a third party's system or network, including issues related to configuration changes to, improper maintenance, or malfunction of the applicable computer systems or networks, packet loss, network, or other internet problems.
To request a Service Credit, you must file a support request at [ADDRESS] within ninety (90) days after the event giving rise to the Unavailability. Jump Software will review the request and issue a Service Credit if and when Jump Software determines that the event giving rise to the Unavailability qualifies for a Service Credit. Service Credits will be issued to the person or entity that Jump Software invoices for the JumpRoom Service, and shall be applied towards the invoice for your next Subscription Period for the affected JumpRoom Services. If your Subscription Period for the applicable JumpRoom Services expires or is terminated prior to the issuance of a Service Credit, the Service Credit will be issued to you in the form of a pro-rata refund on any unused, prepaid fees associated with the affected JumpRoom Services.
The Service Credits specified in this Section 14 are your sole and exclusive remedies and Jump Software's entire obligation and liability for any Unavailability occurring during your Subscription Period for the JumpRoom Services or for any other claim relating to this section.