PLEASE READ CAREFULLY BEFORE PURCHASING AND USING THE SERVICES. BY PURCHASING THE SERVICES, AND/OR ACCESSING AND USING THE SERVICES, APPLICATION AND TOOLS, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. THESE TERMS OF PURCHASE AND USE FORM PART OF THE SUBSCRIPTION AGREEMENT, WHICH YOU ARE REQUIRED TO ACCEPT IN CONNECTION WITH YOUR INITIAL AND ALL SUBSEQUENT PURCHASING OF THE SERVICES.
Purchase of Services
You agree to purchase the Services consisting generally of the services and online services shown in each Order that is completed and approved under the Subscription Agreement.
Services; Grant of Rights
If Services are obtained pursuant to an Order, Jack grants you and your staff (collectively, the “Users”), for the Term of Service indicated in the Order, a limited, non-exclusive, terminable, non-transferable license to access and use the services, tools and applications provided with the Service subject to these Terms of Service. The Services may include download areas and product information provided by Jack or third-party vendors. All Services, including any updates, enhancements, new features, and/or the addition of any new mobile properties and functions, are subject to these Terms of Service. All rights not expressly granted to you and your Users pursuant to the Subscription Agreement are reserved to Jack, and all uses of the Services not expressly permitted hereunder are prohibited.
Permitted and Prohibited Use
Limited Use. You may access the application and use the Services solely to support and operate in your internal business the Services purchased by you from Jack. Jack reserves the right, in its sole discretion, to limit your use of the application in the event that Jack determines that your use thereof to be inconsistent with such purposes, and/or otherwise inconsistent with these Terms of Service.
Prohibited Uses. You agree as a condition of use of the Services, not to use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Jack user or subscriber server, or the network(s) connected to any Jack user or subscriber server, or interfere with any other party's use and enjoyment of any of the Services. You may not attempt to gain unauthorized access to any part of the Services, other accounts, computer systems or networks connected to any Jack user or subscriber server or to any part of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. Except as expressly set forth herein, you may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the Services, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the Services, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the Services; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the Services' control or security systems, or allow or assist a third party to do so.
Suspension of Service. Jack may at any time suspend (or require that you suspend) the access of Users to the Services and/or disable their Login Information in the event of violation of these terms and conditions. Grounds for doing are not limited but may include, for example, legal or regulatory reasons, investigation of suspicious activities, or action by authorities, or if Jack or you have has reason to suspect any such User is engaged in activities that may violate these Terms of Service, applicable laws, or subscriber policies, or are otherwise deemed harmful to Jack, your organization, your and our respective network or facilities, or other Users. Jack shall not be liable to any User for suspension of Service, regardless of the grounds.
Ownership; Subscriber and User Submissions
As between you and your Users and Jack, the Services, any material or information provided pursuant to the Services, and any associated applications, tools or data, and all additions, modifications and improvements made or specified by Jack, its agents or contractors, are the property of Jack, and are protected by United States and international copyright, trademark and patent laws, as applicable. By using the Services, you do not gain any ownership interest in such items.
Jack does not claim ownership of the usage information you provide for the use and operation of the Services. Jack and its vendors and contractors may use such information to operate and administer the Services. In addition, Jack may retain, analyze, use and share such information in anonymous, filtered, or aggregate form for general business purposes.
Jack reserves the right to upgrade, modify, replace or reconfigure the Services at any time, provided that you will be provided at least thirty (30) days' advance notice for changes that materially and adversely affect any use of the Services. Jack may also change the fee schedule, support terms, and service level agreements for the Services subject to at least thirty (30) days' advance notice, except that the change will not apply for the remainder of the Terms of Service to the amount and type of Services you have contracted for under existing Order. Any such notice may be given and shall be effective if provided in an email sent to your account, or if included in any amendment, extension or new version of this Agreement or any Order.
Links to Third Party Sites
The Services may provide links that allow you or your Users to leave the Jack website or application and/or access third party websites. The linked sites in many cases are not under the control of Jack and Jack is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Jack is not responsible for webcasting or any other form of transmission received from any linked site. Jack provides these links only as a convenience, and the inclusion of any link does not imply endorsement by Jack of the website.
Use of Passwords; Internet
You are responsible for providing and administering usernames and passwords for all Users (the “Log-In Information”). Each User must have a valid username and password for the purpose of accessing the Services. You and your Users must keep all Log-In Information strictly confidential. Log-In Information may be used only by the assigned User and may not be shared or transferred without your consent and control.You and your Users are responsible for maintaining the confidentiality of that User's username and password.
You and your Users are responsible for any and all activities that occur under all your User account. You agree to notify Jack immediately of any unauthorized use of your User account or any other breach of security. Jack will not be liable for any loss that you or a User may incur as a result of someone else using your User’s passwords or accounts, either with or without the applicable User knowledge.
Jack does not guarantee the security of any information transmitted to or from you or any User over the Internet, including through the use of e-mail. Access to the Internet, if employed, is your and each User's sole responsibility and the responsibility of Internet provider(s) you select. Jack does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications or equipment.
Communications from Jack
Jack may periodically contact you or Users for customer service purposes. By subscribing to the Services, you consent to receive such communications. You agree that Jack may reference its business relationship with you in its marketing or sales materials.
You agree to pay at the time indicated in each Order all payments due from you thereunder. If not otherwise indicated in the Order, all payments are due on the day each subscription period begins and every 30 days thereafter. You further agree to authorize a recurring credit card charge for payment as may be required in your Order.
You agree to accept responsibility for paying and reporting (a) all federal, provincial, state and local taxes, however designated, levied or based on account of the purchase price of the Services, and (b) all foreign taxes, export or import tariffs, and custom duties, however designated, levied or based in connection with the sale conducted hereby, the purchase price of the Services and the Online Services. You agree to hold Jack harmless from all claims and liability arising in connection with your failure to report or pay such taxes.
Customer hereby agrees to release, indemnify, defend and hold Jack, and all its officers, directors, shareholders, subsidiaries, affiliates, agents, employees, information providers, advisors, licensors and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all losses, liabilities, claims (including claims without legal merit or bought in bad faith), demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions and liens, including reasonable attorneys’ fees and costs (whether brought by third parties or otherwise) (collectively, “Claims”) due to arising out of your use of or conduct on the Jack application, in connection with the Services, and for actions or omissions provided by third-parties in connection with the Services. You shall cooperate as fully as reasonably required in the defense of any claim. Jack reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Jack.
Changes to Terms of Service
JACK RESERVES THE RIGHT TO CHANGE THESE TERMS OF SERVICE FROM TIME TO TIME. SUCH CHANGES WILL BECOME EFFECTIVE WHEN JACK NOTIFIES YOU OF THE REVISED TERMS OF SERVICE AS PART OF THE SERVICES. THE MOST CURRENT VERSION OF THE TERMS OF SERVICE CAN BE REVIEWED BY CLICKING ON THE “TERMS OF SERVICE” HYPERTEXT LINK LOCATED IN THE HOME PAGE FOR THE SERVICES. USERS SHOULD CHECK THE TERMS OF SERVICE FROM TIME TO TIME, AS THEY ARE BOUND BY THE TERMS OF SERVICE SO POSTED FROM AND AFTER THE TIME THE CHANGES ARE POSTED. ANY REVISED TERMS OF SERVICE SHALL SUPERSEDE ALL PREVIOUS VERSIONS.
Termination of the Subscription Agreement; Effect of Termination or Expiration
In the event that you breach any term of the Subscription Agreement, or you or your Users breach these Terms of Service, and such breach is not cured within 10 days after receipt of notice thereof from Jack, Jack may terminate the Subscription Agreement in whole or in part immediately upon written notice to you. Notwithstanding the foregoing, there shall be no cure period for any Event of Default that is not curable.
Upon expiration or prior termination of the Subscription Agreement, all rights granted herein shall revert to Jack. All access to and use of the Services by Users must then cease, and all materials, applications and tools downloaded from the Service must be erased, deleted, or destroyed.
No Warranties, Limitation of Liability
To the extent that the original manufacturer or Service Provider is not Jack or its affiliates and such service provider or manufacturer makes any warranties covering the Services, Jack assigns those warranties to you, subject to the conditions and limitations provided by the manufacturer or service provider. Jack will cooperate with you, at your cost, to process any warranty claim, but Jack assumes no other responsibility for such warranties. THE FOREGOING ASSIGNMENT OF WARRANTIES IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES PERTAINING TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS WARRANTY ARISING FROM ANY DESCRIPTION OR SPECIFICATION PROVIDED FOR THE SERVICES, OR ANY SAMPLE OR MODEL PRESENTED TO YOU OR YOUR REPRESENTATIVES, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR TITLE. YOUR EXCLUSIVE REMEDY FOR ANY CLAIM BASED ON THE CONDITION, PERFORMANCE, DEFECT OR NON-CONFORMITY OF THE SERVICES SHALL BE TO MAKE A CLAIM TO THE ORIGINAL MANUFACTURER OR SERVICE PROVIDER FOR THE WARRANTIES (IF ANY) PROVIDED BY THE ORIGINAL MANUFACTURER OR SERVICE PROVIDER.
THE ONLINE SERVICES AND ANY TOOLS, APPLICATIONS, INFORMATION OR MATERIALS PROVIDED TO YOU IN CONNECTION WITH THE SERVICES ARE PROVIDED “AS IS,” AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS OR OUTPUT, SECURITY AND, EXCEPT AS MAY BE OTHERWISE STATED IN THIS AGREEMENT, NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. JACK DOES NOT GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY OF THE SERVICES.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY JACK OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF SERVICES’ OBLIGATIONS HEREUNDER. IN NO EVENT SHALL JACK BE LIABLE FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, DAMAGE TO REPUTATION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING NEGLIGENCE.
Jack and its affiliates shall not be liable for loss, injury or damage of any kind to any person or entity resulting from any use, condition, performance, defect or failure in the Services. You and your Users release and waive all claims against Jack, its parent, subsidiaries, affiliated companies, agents or content providers, and the directors, trustees, officers, shareholders, employees, agents and representatives of each of the foregoing (“Jack”), from any and all claims, damages, liabilities, costs and expenses arising out of your and your Users' use of the Products and the Services. California residents waive any rights they may have under §1542 of the California Civil Code, which reads: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You and your Users agree to release unknown claims and waive all available rights under California Civil Code §1542 or under any other statute or common law principle of similar effect. To the extent permitted by applicable law, this release covers all such claims regardless of the negligence of Jack.
You represent and warrant that (i) you have full power and authority to enter into the Subscription Agreement, and to agree to all the terms and conditions contained therein and in these Terms of Service; (ii) only you and your Users shall per permitted to access the Services and any related tools, applications, information and materials provided in connection with the Services; and (iii) you shall obtain and maintain in effect all permits, licenses and authorizations necessary for the purchase and intended use of the Services.
By accessing and/or using the Services, Users agree to report to Jack all claims or suspected claims of copyright or other infringement of Jack’s intellectual property or other proprietary rights. Claims of infringement should be directed to Legal Department of Jack Automation Technologies, Inc. at firstname.lastname@example.org.
If you believe that any information on the Jack website or mobile application infringes on your copyright, you should notify Jack of your claim in accordance with the following procedures. Jack will process notices of alleged infringement in accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable copyright laws. The DMCA requires that notification of claimed infringement be in writing and provided to Jack's designated agent of service:Jack Automation Technologies, Inc. 3930 Glade Rd, #108-151, Colleyville, TX 76034
To be effective, the notice of infringement must contain the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Jack to locate the material; (4) Information reasonably sufficient to permit the Jack to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (5) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Failure to perform by reason of any law, natural disaster, labor controversy, encumbered intellectual property right, war or any similar event beyond a party's reasonable control shall not be a breach hereof.
Jack shall not be liable for any loss or damage of any kind or for any consequences thereof resulting from delay or inability to deliver caused by strikes, lockouts, fire, theft, shortage, inability to obtain materials or shipping space, breakdowns, delays or carriers, manufacturers, or suppliers, acts of God, governmental statutes, proclamations or regulations, riot, civil commotion, war, malicious mischief, receipt of necessary information from Customer, or by any cause beyond your reasonable control.
You acknowledge and agree that the Services and the tools, applications, information and materials provided in connection with the Services possess a special, unique and extraordinary character that makes difficult the assessment of the monetary damages that would be sustained as a result of unauthorized use, and that unauthorized use may cause immediate and irreparable damage to Jack or other Customers for which Jack or such other Customers would not have an adequate remedy at law. Therefore, you agree that, in the event of such unauthorized use, in addition to such other legal and equitable rights and remedies as may be available to Jack, Jack shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.
This Agreement shall be construed and enforced under the laws of the State of Texas, USA without reference to the choice of law principles thereof. User hereby consents to and submits to the jurisdiction of the federal and state courts located in the State of Texas. User waives any defenses based upon lack of personal jurisdiction or venue, or inconvenient forum.
If any provision herein is unenforceable, then such provision shall be of no effect on any other provision hereof.
No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.
Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof.