PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SOFTWARE (AS DEFINED BELOW). THIS IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND JUMPSHOT, INC., WITH OFFICES AT 329 BRYANT STREET, SUITE 3C, SAN FRANCISCO, CA 94107 (“JUMPSHOT”). BY ACCEPTING ELECTRONICALLY, INSTALLING, OR USING THIS SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree with the terms and conditions of this Agreement, do not use the Software.
This Agreement accompanies certain software, features, content, roadmap, and other materials, including any upgrades or updates thereto as provided by JUMPSHOT (collectively, the “Software”) and related explanatory written materials together with information provided by JUMPSHOT that lists the conditions subject to which you may use the Software (“Documentation”).
JUMPSHOT grants to you a non-exclusive license to use the Software and the Documentation for the period of time set forth in your applicable trial or purchased subscription, or if no period of time is stated, seven days for a trial subscription and one month from the date you accept this Agreement for a purchased subscription (the “Service Period”), provided that you agree to the terms and conditions of this Agreement. This Agreement will automatically renew for subsequent successive time periods set forth in your applicable purchased subscription, unless set forth otherwise in your applicable order. JUMPSHOT may terminate the Agreement at any time and your right to access and use the Software and Documentation shall immediately terminate.
JUMPSHOT reserves the right to make changes to the Software in JUMPSHOT’s discretion. Upgrades and updates of the Software shall be provided to you by JUMPSHOT during the term of the license indicated in the Documentation or other transaction materials made available to you at the time you purchase the Software. You will not be entitled to receive any feature or content updates or upgrades of the Software unless you renew the Service Period or purchase a new subscription.
2. Permitted use of the software
The Software is hosted by JUMPSHOT. You may access and permit the authorized number of users to access the Software and the Documentation as set forth in your applicable order. The Software may be only used by you or your subsidiaries (those entities over which you have more than fifty percent (50%) ownership and control) for internal purposes that do not contravene this Agreement or applicable law. For all use of the Software under your subscription, you will ensure compliance with all obligations imposed on you hereunder. Any obligations of JUMPSHOT in respect of the Software shall be owed solely to you and not your subsidiaries that use the Software under this license.
ANY USE OF THE SOFTWARE OTHER THAN AS EXPRESSLY AUTHORIZED BY THIS SECTION OR ANY RESALE OR FURTHER DISTRIBUTION OF ACCESS TO THE SOFTWARE CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND MAY VIOLATE APPLICABLE COPYRIGHT LAWS.
JUMPSHOT reserves the right to suspend your access to the Software for any unpaid, overdue amounts or for any misuse of the Software.
3. Fees and Refund Policy
Certain of our Services may require registration and payment as will be indicated with respect to such Service (“Paid Services”). We reserve the right to deny any registration form or to cancel any existing accounts. Any and all payments made in connection with the Paid Services shall be non-refundable for any reason whether you used the Paid Services in whole or in part or have not used them at all.
Subscriptions may be subject to pricing changes. Pricing for monthly subscriptions can change at any time. For all other subscriptions, if a pricing change occurs, you will be notified not less than 20 days prior to your automatic renewal date via the email address with which your account is associated. Unless a formal cancellation request is received prior to 5 days in advance of your automatic renewal date, your JUMPSHOT subscription will automatically renew at the new price.
If you choose to cancel your account during your subscription term, you will not be refunded in whole or in part. If you choose to downgrade your subscription level during your subscription term, you will not receive a cash refund at any time. If a monthly subscription is canceled, the subscriber will be entitled to use of the product until the end of the then current month’s subscription. You may cancel your subscription by sending an email to email@example.com.
If, during the renewal of your subscription term, your credit card is no longer valid, you will be notified and asked to update your payment card information. If your payment cannot be processed at the time of subscription renewal, access to JUMPSHOT will be terminated.
In some states, JUMPSHOT is required to charge sales tax on JUMPSHOT subscriptions.
4. Ownership rights
The Software, trademarks, and Documentation are the intellectual property of JUMPSHOT and are protected by applicable copyright laws, international treaty provisions and other applicable laws of the country in which the Software is being used. The structure, organization and code of the Software are valuable trade secrets and confidential information of JUMPSHOT. To the extent you provide any comments or suggestions about the Software to JUMPSHOT, JUMPSHOT shall own any comments or suggestions and shall have the right to retain and use any such comments or suggestions in our current or future products or services, without further compensation to you and without your approval of such retention or use.
Except as stated in this Agreement, your use of the Software does not grant you any rights or title to any intellectual property rights in the Software, trademarks, or Documentation. All rights to the Software, trademarks, and Documentation, including all associated copyrights, patents, trade secret rights, trademarks and other intellectual property rights, are reserved by JUMPSHOT.
You may not use the Software or the Documentation except as set forth in Section 2 of this Agreement. You may not mask or remove any proprietary notices or labels on the Software. You agree not to copy, modify, adapt, translate, reverse engineer, decompile or disassemble the Software or otherwise attempt to discover the source code of the Software or algorithms contained therein or create any derivative works from the Software.
You may not permit third parties to benefit from the use or functionality of the Software via a timesharing, service bureau or other similar arrangement.
You may not rent, lease, sub-license, or lend the Software, trademarks or the Documentation or any portions thereof. You may not transfer or assign the license herein or any of your obligations in this Agreement, in whole or in part, without JUMPSHOT’S prior written consent.
7. Disclaimers and exclusion of liability
JUMPSHOT DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION. THE SOFTWARE IS PROVIDED “AS IS” AND JUMPSHOT MAKES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISCLAIMS ANY AND ALL CONDITIONS AND WARRANTIES IMPLIED BY STATUTE, COMMON LAW OR JURISPRUDENCE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SUITABLE QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU AGREE AND ACCEPT THAT, TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL JUMPSHOT BE LIABLE TO YOU FOR ANY DAMAGES, ESPECIALLY FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR LOST DATA, EVEN IF JUMPSHOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. YOU AGREE AND ACCEPT THAT, TO THE FULL EXTENT PERMITTED BY LAW, IN NO CASE SHALL JUMPSHOT’S LIABILITY FOR ANY DAMAGE EXCEED THE AMOUNT OF FEES PAID FOR THE SOFTWARE THAT IS THE SUBJECT OF THE CLAIM OR DISPUTE.
THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY OF JUMPSHOT DO NOT LIMIT POTENTIAL LIABILITY FOR DEATH, PERSONAL INJURY OR FRAUD OVER THE EXTENT PERMITTED BY APPLICABLE LAWS.
8. Privacy; Processing of personal information
JUMPSHOT requires each user to register for use of the Software. JUMPSHOT will collect personal information about the user during the registration. JUMPSHOT will use the personal information to manage, activate, and administer the user’s subscription to the Software.
9. U.S. Government restricted rights
This Software and Documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, and subject to certain restricted rights as identified in FAR Section 12.212 “Computer Software” and DFARS 227.7202, “Rights in Commercial Computer Software or Commercial Computer Software Documentation”, as applicable, or any successor U.S. regulations. Any use, modification, reproduction, release, performance, display or disclosure of the Software by the U.S. Government shall be done solely in accordance with this Agreement.
10. Export regulations
You agree and accept that the use of the Software and the Documentation may be subject to import and export laws of any country, including those of the United States (specifically the Export Administration Regulations (EAR)) and the European Union. In using the Software, you agree to and acknowledge that you are exclusively responsible for complying with all applicable laws and regulations, including but not limited to all United States and European Union trade sanctions and export regulations (including any activities relating to nuclear, chemical or biological materials or weapons, missiles or technology capable of mass destruction), regardless of the country in which you reside in or of which you are a citizen.
11. Governing law and jurisdiction
The laws of the State of California, excluding its conflicts of law rules, govern this Agreement and your use of the Software and the Documentation. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The courts located within the county of Santa Clara, California shall be the exclusive jurisdiction and venue for any dispute or legal matter arising out of or in connection with this Agreement or your use of the Software and the Documentation. Notwithstanding this, you agree that JUMPSHOT shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
This Agreement is the entire agreement between you and JUMPSHOT relating to the Software and Documentation. This Agreement supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Software or Documentation. Notwithstanding the foregoing, nothing in this Agreement will diminish any rights you may have under existing consumer protection legislation or other applicable laws in your jurisdiction that may not be waived by contract.
This Agreement will immediately terminate upon your breach of any obligation contained herein (especially your obligations in Sections 2, 3, 5, 6, and 10). JUMPSHOT reserves the right to any other remedies available under law in the event your breach of this Agreement adversely affects JUMPSHOT. The limitations of liability and disclaimers of warranty and damages contained herein shall survive termination of this Agreement. This Agreement may be modified by the Documentation. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by JUMPSHOT. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
It may happen that applicable transaction materials made available to you explicitly amend or delete certain parts of this Agreement or adds new parts hereto. In such cases the changes, deletions and additions included in the applicable transaction materials made available to you take precedence over this version of the Agreement. If you have any questions regarding this Agreement or wish to request any information from JUMPSHOT, please write to JUMPSHOT, Inc., 329 BRYANT STREET, SUITE 3C, SAN FRANCISCO, CA 94107, UNITED STATES, e-mail: firstname.lastname@example.org, tel.: +1 415 212 9250 or visit our support page at http://support.jumpshot.com.
By purchasing a subscription to a Jumpshot product, you agree to allow Jumpshot to put your company’s logo on the Jumpshot website, at Jumpshot’s discretion, and reference the logo as a paying customer.