Please read these Terms of Service (the “Terms”) carefully as they form a contract between you and JigSpace Inc., a Delaware corporation (“JigSpace”; “us”; “our”) that governs your access and use of our website, our application, our services, and other software that may be downloaded to, or accessed by, any mobile or computing device you own or control in connection with our services (collectively, the “Services”).
By using, accessing, or downloading our Services, you are agreeing to these Terms.
You may not use, access, or download any Services unless, and by accessing the Services you represent and warrant that, you (1) if an individual, are at least 13 years of age, (2) are not in any manner affiliated with a direct competitor of JigSpace, (3) will not access the Services to monitor their availability, functionality, or for any other benchmarking or competitive purposes, (4) or any entity that you are affiliated with, have not at any time breached a contract with JigSpace, and (5) accept and agree to be bound by the provisions of this Agreement.
As used in this Agreement, unless otherwise expressly specified therein:
“Content” means the audio and visual information, documents, software, products, services, and other information contained within, or made available to you in the course of using, the Services.
“Customer Data” means any data, information or material provided, submitted, or made available by you to the Services in the course of using the Services, including, but not limited to, your email address and password that you use to create your account.
“Intellectual Property Rights” means rights in and to inventions (whether or not patentable), patent applications, patents, design rights, rights in and to software code and other works of authorship including copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, trade secret rights, and all other intellectual property rights and forms of protection of a similar nature anywhere in the world.
“JigSpace Technology” means all of JigSpace’s proprietary technology (including software, hardware, products, processes, algorithms, user and programming interfaces, know-how, techniques, designs and other tangible or intangible technical material or information), made available to you or otherwise used by JigSpace in providing the Services.
“Party” or “Parties” mean(s) either JigSpace or you, or both, as appropriate.
“User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Services.
2. Your Responsibilities and Restrictions.
2.1 Your Responsibilities. You are solely responsible for your actions and the actions of your Users (and any of your other employees or agents) while using the Services and the contents of any Customer Data and other information or materials that may be stored or transmitted through your use of the Services. You agree: (1) to abide by all material local, state, national, and international laws and regulations applicable to your use of the Services, including the laws and regulations of any country, and including without limitation all laws regarding the transmission of promotional communications and the collection of personal data by or through the Services; (2) not to upload or distribute in any way files that contain viruses, corrupted files, or any other software code that may damage the operation of the Services or any other computers or facilities; (3) not to interfere with or disrupt networks or facilities used in providing, or that are connected to, the Services; (4) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (5) not to interfere with any other customer’s use and enjoyment of the Services or any another person or entity’s use and enjoyment of services provided by JigSpace or any third party; (6) not to upload any content or Customer Data that is libelous, defamatory, obscene, pornographic, abusive, or threatening; and (7) to comply with all material and applicable regulations, policies and procedures of networks connected to the Services. You acknowledge that the laws and regulations governing the use of the Services may change from time to time. You acknowledge and agree that JigSpace neither endorses the contents of any of its customers’ communications, nor assumes any responsibility for the time, place, manner, or contents of any such communications or Customer Data. You further acknowledge and agree that JigSpace has the right, but not the obligation, to implement mechanisms to screen, monitor, modify, and remove any Customer Data or other content posted or stored on the Services or transmitted through the Services, at any time, in JigSpace’s sole and absolute discretion, without notice.
2.2. Usage Restrictions. You and your Users will not, directly or indirectly, (1) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or other underlying JigSpace Technology; (2) modify, copy, reproduce, license, display to third parties, translate, or create derivative works based on (i) the Services or (ii) any JigSpace Technology; (3) rent, lease, distribute, sell, resell, assign, or otherwise purport to transfer rights to the Services or any JigSpace Technology; (4) use the Services or any JigSpace Technology for timesharing or service bureau purposes or otherwise for the benefit of any third party; (5) remove any proprietary notices from the Services or any JigSpace Technology; (6) create any link to the Services or frame or mirror any Content contained on, or accessible from, the Services, without JigSpace’s prior written consent; (7) assert, authorize, assist, or encourage any third party to assert, against JigSpace or any of its affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any JigSpace Technology you have used; (8) remove, disable, circumvent, or otherwise create or implement any workaround to rights management or security features in or protecting the Services; (9) install or use a copy of the Services on a device that you do not own or control; (10) use the Services in connection with the construction or operation of nuclear facilities, aircraft navigation, communication systems, medical devices, air traffic control devices, real time control systems, or other situations in which the failure of the Services could lead to death, personal injury, or physical property or environmental damage; or (11) use JigSpace Technology in any manner or for any other purpose other than as expressly permitted by this Agreement.
2.3. Sensitive Personal Information. You are prohibited from uploading any “sensitive” personally identifiable information to the Services, which may include information about yourself or any another person that may relate to health or medical conditions, Protected Health Information (as defined in 45 CFR 160.103), social security numbers or taxpayer identification numbers, driver’s license numbers, information concerning political opinions, criminal charges or convictions, religious or philosophical beliefs, or racial or ethnic origin (“Sensitive Personal Information”). If you upload any Sensitive Personal Information to the Services, your account and access to the Services may be terminated immediately.
Notwithstanding the foregoing, JigSpace is not responsible for any Sensitive Personal Information uploaded to the Services and is under no obligation to ensure that Sensitive Personal Information is not uploaded to the Services.
2.4. Third-Party Platforms. You may be permitted, through the functionality of the Services, to access the Services through a third-party platform or to link its Services account with its third-party platform account (each such platform, a “Third-Party Platform”). If you access the Services through a Third-Party Platform, you understand and agree that information related to you maintained by or associated with the Third-Party Platform (“Third-Party Platform Information”) may be transferred or made available to JigSpace, and information associated with you in your JigSpace account may be transferred or made available to the Third-Party Platform.
You hereby consent (1) to all such transfers; and (2) to JigSpace using Third-Party Platform Information in connection with its provision of the Services. JigSpace has no responsibility or liability for Third-Party Platforms. JigSpace does not guarantee the accuracy, usefulness, safety, completeness, reliability, availability or timeliness of, or relating to, any Third-Party Platforms.
2.5. Other Service Providers. You acknowledge that this Agreement is entered into by and between us, as licensor and provider of the Services, and you and not with any other associated service provider or the third party from whom you are downloading any of the Services (each, a “Service Provider”). You must also comply with the usage rules established by any Service Providers that apply to your device (the “Usage Rules”). For example, you may be required to accept and abide by the terms and conditions of an app store (e.g., Apple, Inc.’s App Store or Google, Inc.’s Google Play Store) where you download the Services. It is your responsibility to determine what Usage Rules apply to your use of the Services, as they may be applicable to you depending on your device and any Service Provider. JigSpace has no responsibility or liability for Service Providers. JigSpace does not guarantee the accuracy, usefulness, safety, completeness, reliability, availability or timeliness of, or relating to, any Service Providers.
2.6. Your Account. To obtain access to certain Services, you may be required to obtain an account by completing a registration form and designating a user ID and password. Until you obtain an account, your access to the Services may be limited to the areas of the Services, if any, that JigSpace makes available to the general public. When registering with JigSpace you will: (a) provide true, accurate, current and complete information about yourself as requested by the registration form, and (b) maintain and promptly update such information to keep it true, accurate, current and complete. Only you may use your JigSpace account, except that if you are an entity, you may permit your employees to use your JigSpace account solely for your benefit. You will keep your account and passwords confidential and not authorize any third party to access or use the Services on your behalf, unless JigSpace provides an approved mechanism for such use. If an organization provided you with your account (e.g., an employer), this organization has rights to your account and may: (i) manage your account (including suspending or canceling it); (ii) reset your password; (iii) view your usage and profile data; and (iv) manage the Customer Data in your account. You will promptly contact JigSpace if you suspect any misuse of your account or any security breach in the Services has occurred. You are responsible for all activities that take place with your account. JigSpace will not be liable for any loss or damage arising from any unauthorized use of your account.
2.7. Resources. You are responsible for obtaining and maintaining all computer hardware, software, communications equipment, facilities and equipment needed to access the Services, and for paying all third-party access charges (e.g., charges of Internet or telecommunications service providers) incurred in connection with using the Services.
2.8. Minors. You may only enter into this Agreement if you are at least 13 years of age. If you will be supervising any person under the age of 13 years old (a “Minor”) in connection with their use of the Services, you agree that you are responsible for ensuring that the Minor complies with all terms of this Agreement. You should monitor such Minor who is using the Services and limit the time Minors spend using the Services and ensure they take breaks during use.
3. Grant of License.
3.1. Terms of License. Subject to the terms and conditions of this Agreement, JigSpace grants to you a non-transferable, non-exclusive, revocable license to install one copy of the JigSpace application on your device and use the Services according to the terms and conditions set forth in this Agreement (the “License”). The Services are licensed, not sold, to you. Except as expressly granted by this Agreement or otherwise by JigSpace in writing, you acquire no right, title or license in JigSpace or any JigSpace Technology, Content, data, software, application or materials accessed from or incorporated in the Services.
3.2. Updates. This Agreement does not give you any rights to any updates or upgrades to the Services or to any maintenance releases, patches, fixes, extensions or enhancements (collectively, “Updates”) to the Services or its suppliers or licensors at any time in the future. Except as required under applicable law, this license does not entitle you to receive any maintenance or support services with respect to the Services. JigSpace may provide Updates and/or support. If provided, Updates may be delivered automatically or you may be notified when a new Update is ready to be installed or is available for download. You authorize JigSpace to deliver automatically any Update if we believe it is necessary to provide for the continued functionality of the Services or for any reasonable business purposes. Your use of the Updates will be governed by this Agreement unless you are asked to agree to new or additional terms at the time of download or installation. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new or modified version of the Services.
4. Jig Pro.
4.1 Free Trials
4.1.1 Billing Cycle. The subscription fee for the JigSpace service and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your Payment Method on the specific billing date indicated on your "My Organisation" page. The length of your billing cycle will depend on the type of subscription that you choose when you sign-up for the service (i.e. monthly, yearly, etc). In some cases, your payment date may change, for example if your Payment Method has not successfully settled or if your paid subscription began on a day not contained in a given month. Visit our dashboard.jig.space and go to the "My Organisation" page to see your next payment date and invoice.
4.1.2. Payment Methods. To use Jig Pro, you must provide a Payment Method. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details. You are responsible for the payment of any such additional fees.
4.1.3. Updating your Payment Methods. You can update your Payment Method(s) by going to the "My Organisation" page. We may also update your Payment Method(s) using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).
4.1.4. Cancellation. You can cancel your Jig Pro subscription at any time, and you will continue to have access to the JigSpace service through the end of your billing period. To the extent permitted by the applicable law, payments are non-refundable, and we do not provide refunds or credits for any partial subscription periods or unused additional users added to the subscription. To cancel, go to the "My Organisation" page and follow the instructions for cancellation. If you cancel your subscription, your account will automatically revert to a Jig free user subscription.
4.1.5. Changes to the Price and Subscription Plans. We may change our subscription plans and the price of our service from time to time; however, any price changes or changes to your subscription plans will apply no earlier than 30 days following notice to you.
4.2 Billing and Cancellation
4.2.1. Billing Cycle. The subscription fee for the JigSpace service and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your Payment Method on the specific billing date indicated on your "My Organisation" page. The length of your billing cycle will depend on the type of subscription that you choose when you sign-up for the service (i.e. monthly, yearly, etc). In some cases, your payment date may change, for example if your Payment Method has not successfully settled or if your paid subscription began on a day not contained in a given month. Visit our dashboard.jig.space and go to the "My Organisation" page to see your next payment date and invoice
4.2.2. Payment Methods. To use Jig Pro, you must provide a Payment Method. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details. You are responsible for the payment of any such additional fees.
4.2.3. Updating your Payment Methods. You can update your Payment Method(s) by going to the "My Organisation" page. We may also update your Payment Method(s) using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).
4.2.4. Cancellation. You can cancel your Jig Pro subscription at any time, and you will continue to have access to the JigSpace service through the end of your billing period. To the extent permitted by the applicable law, payments are non-refundable, and we do not provide refunds or credits for any partial subscription periods or unused additional users added to the subscription. To cancel, go to the "My Organisation" page and follow the instructions for cancellation. If you cancel your subscription, your account will automatically revert to a Jig free user subscription.
4.2.5. Changes to the Price and Subscription Plans. We may change our subscription plans and the price of our service from time to time; however, any price changes or changes to your subscription plans will apply no earlier than 30 days following notice to you.
5. Fees and Payment.
5.1. Payment. You will pay the fees applicable for the Services (the “Fees”) as quoted to you on the site or platform when you purchase the Services. JigSpace may calculate and collect taxes payable by you based on the billing information you provide at the time of purchase. You are responsible for, and will pay, all charges related to using the purchased Services (e.g., data charges and currency exchange settlements). You agree to provide complete and accurate billing and contact information in connection with your purchase of the Services.
5.2. Refund Policy. All transactions between you and JigSpace are final. JigSpace does not issue refunds for transactions or Services that have been paid for by you, except as otherwise provided or agreed between the parties.
6. Term and Termination.
6.1. Term. These Terms will remain in effect so long as you continue to access or use the Services or until terminated in accordance with the provisions of these Terms. JigSpace’s grant of the License to you is effective for an indefinite period of time, until JigSpace terminates it.
Your rights under the License will terminate automatically without notice to you if you fail to comply with any of the provisions of this Agreement. JigSpace reserves the right to suspend, discontinue, enhance, update or otherwise modify the Services or their availability to you, at any time and for any reason, in JigSpace’s sole discretion, without notice. Please consult your device manual to uninstall JigSpace.
6.2. Effect of Termination. Section 2 (Your Responsibilities and Restrictions), Section 5 (Fees and Payment), Section 5 (Term and Termination), Section 7 (Proprietary Rights), Section 8 (Confidentiality and Privacy), Section 8.3 (Warranty Disclaimer), Section 11 (Indemnification), Section 11 (Limitation of Liability), Section 13 (Resolving Disputes), Section 14 (Copyright Complaints and Content Removal Policy), and Section 15 (General) will survive any termination or expiration of this Agreement. In no event will any termination or expiration of this Agreement relieve you of any obligations or liability accrued prior to termination including, without limitation, the obligation to pay any Fees payable to JigSpace.
6.3. Post-Termination Requirements. Upon termination of the License and/or this Agreement, you will cease all use of the Services. You understand that if your account is suspended or terminated, you may no longer have access to the Content and/or Customer Data that is stored with the Services. For clarity, except as expressly set forth in this Agreement, JigSpace shall not be required to delete any Customer Data.
7. Proprietary Rights.
7.1. Intellectual Property Ownership. JigSpace (and its licensors, where applicable) will exclusively own all right, title and interest, including all related Intellectual Property Rights, in and to the Services, the JigSpace Technology, and any modifications thereto or derivative works thereof. Further, JigSpace will exclusively own any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any third party relating to the Services or JigSpace Technology (the “Feedback”). You hereby assign, and agree to assign, any and all right, title, and interest, including all related Intellectual Property Rights, in and to the Feedback and any modifications to, or derivative works of, the Services and the JigSpace Technology. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, the JigSpace Technology or the Intellectual Property Rights owned by JigSpace or its licensors, where applicable. The JigSpace name, the JigSpace logo, and the product names and domain names associated with the Services are trademarks of JigSpace or third parties, and no right or license is granted to use them. Other trademarks, logos, and trade names that may appear on the Services are the property of their respective owners. The Services, the JigSpace Technology and the Intellectual Property Rights that we use to provide the Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. JigSpace reserves to itself all rights in and to the Services and JigSpace Technology not expressly granted to you in accordance with this Agreement.
7.2. Reservation of Rights. Except for the assignment of Feedback to JigSpace under Section 7.1 above, each Party shall continue to own all rights, title and interest in and to its intellectual property, know-how, trade secrets, software, trademarks, and all other intellectual property, subject only to the license rights expressly granted herein.
7.3. Customer Data. You will retain all ownership of Customer Data that you submit to the Services in the course of this Agreement. You, not JigSpace, have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership and right to use all Customer Data. You will ensure that you and JigSpace have the right to use Customer Data as contemplated by this Agreement, and you hereby grant, and agree to grant, JigSpace the right to use all Customer Data for the purposes set forth in this Agreement.
You grant to JigSpace an irrevocable, non-exclusive, royalty-free, fully paid up, perpetual, worldwide license, with the right to sublicense, use, reproduce, publish, distribute, perform, share, anonymize, and create derivative works from the Customer Data
8. Confidentiality and Privacy.
8.1. Confidentiality. “Confidential Information” means any information that relates to the actual or anticipated business, research, or development of JigSpace and any proprietary information, trade secrets, and know how of JigSpace that is disclosed, directly or indirectly, in writing, orally, or by inspection or observation of tangible items. Confidential Information includes, but is not limited to, research, product plans, products, services, customer lists, development plans, inventions, processes, formulas, technology, designs, drawings, marketing, finances, and other business information, along with information received from third parties for which JigSpace has confidentiality obligations. Confidential Information of JigSpace is the sole property of JigSpace. Confidential Information does not include any information that: (1) was publicly known and made generally available in the public domain prior to the time the JigSpace disclosed the information to you, or (2) became publicly known and made generally available, after disclosure by JigSpace, through no wrongful action or inaction of you or others who were under confidentiality obligations. You agree not to disclose any Confidential Information to any third party or use the Confidential Information for any purpose other than (i) use and receipt of the Services in accordance with this Agreement; (ii) compliance with applicable laws; or (iii) with JigSpace’s written consent. You will take all reasonable precautions to prevent any unauthorized disclosure of all Confidential Information.
8.2. Security. JigSpace may maintain the JigSpace Technology used to provide the Services at third-party colocation, hosting, and telecommunication facilities, where they are subject to certain security precautions to prevent unauthorized access to the Services. You acknowledge that, notwithstanding such security precautions, unauthorized third parties may gain access to the Services and to any or all Customer Data. The information that JigSpace collects may be stored locally on your device and may be transmitted to our servers in different countries where JigSpace, its affiliates, or any of their service providers operate. The transmission of information over wireless and wired networks is not inherently secure. JigSpace uses many tools to help protect your information against unauthorized access and disclosure. However, we do not guarantee that your personal information or private communications will always remain private when using JigSpace. If you access the Services from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Services, which are governed by United States law, you may be transferring your personal information and Customer Data to the United States or any other country in which JigSpace or its subsidiaries, affiliates or service providers maintain facilities and you consent to that transfer. The Services are not intended to be a data storage or backup service; and the Customer Data you provide may be destroyed or altered in connection with the provision of the Services.
8.3. Analytics and Tracking Technologies. We may allow third party service providers to use https://www.facebook.com/legal/terms and https://www.facebook.com/about/privacy. For more information on how Segment.io, Inc. uses, this data, go to https://segment.com/docs/legal/terms/ and https://segment.com/docs/legal/privacy/.
9. Representations, Warranties and Disclaimers.
9.1. Mutual Warranties. Each Party represents and warrants that (1) it has the legal right, power and authority to enter into this Agreement and to perform all of its obligations under this Agreement, (2) its entrance into this Agreement does not violate any agreement, understanding, or arrangement between such Party and any third party, (3) its performance of its obligations under this Agreement will at all times comply with all laws applicable to the performance of its obligations under this Agreement; and (4) its use of its intellectual property in connection with this Agreement is lawful, and does not infringe or violate the intellectual property rights of any other person or entity.
9.2. Your Representations and Warranties. You represent and warrant that (i) you own and control all of the rights to the Customer Data that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that Customer Data, to or through the Services; (ii) the use and posting or other transmission of such Customer Data does not violate this Agreement and will not violate any rights of or cause injury to any person or entity; (iii) you are not a citizen, national or resident of, nor under the control of, a country to which the United States has prohibited export, or that has been designated by the United States government as a “terrorist supporting” country; (iv) you are not listed on any United States government list of prohibited or restricted parties (e.g., the United States Department of Commerce Table of Denial Orders, and the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers); and (v) you will not export or re-export any portion of the Services, directly or indirectly, to the persons in the above-mentioned countries or on the above-mentioned lists.
9.3. Warranty Disclaimer. JIGSPACE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT. JIGSPACE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (1) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA, (2) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (3) ANY STORED CUSTOMER DATA WILL BE SECURE, COMPLETE, TIMELY, ACCURATE OR RELIABLE, (4) THE QUALITY OF THE SERVICES OR ANY OTHER INFORMATION, ITEMS, OR MATERIALS OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (5) ERRORS OR DEFECTS WILL BE CORRECTED. THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY JIGSPACE AND ITS LICENSORS. NO ADVICE, INFORMATION OR ACTION FROM JIGSPACE OR ANY OTHER SOURCE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
9.4. Communications Delays and Outages. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, OUTAGES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, TELEPHONY, AND ELECTRONIC COMMUNICATIONS. JIGSPACE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS BEYOND ITS REASONABLE CONTROL.
Before using the Services, read and follow all setup and operating instructions provided with the Services. If you have previously had a seizure, loss of awareness, or other symptom linked to an epileptic condition, you should see a doctor before using the Services. Immediately discontinue using the Services if any of the following symptoms are experienced: seizures; loss of awareness; eye strain; eye or muscle twitching; involuntary movements; altered, blurred, or double vision or other visual abnormalities; dizziness; disorientation; impaired balance; impaired hand-eye coordination; panic or anxiety attack; excessive sweating; increased salivation; nausea; lightheadedness; discomfort or pain in the head or eyes; drowsiness; fatigue; or any symptoms similar to motion sickness.
You will indemnify and hold harmless (and, if requested by JigSpace, defend) JigSpace, its parent organizations, subsidiaries, other corporate affiliates, and licensors, and their respective officers, directors, employees, attorneys and agents, from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (1) any claim alleging that transmission, storage, or other use of Customer Data infringes the rights of, or has caused harm to you or a third party; or (2) a claim alleging or based upon any facts that, if true, would constitute a violation by you or your Users of any of your covenants, representations, or warranties in this Agreement. JigSpace will provide reasonable information and assistance in connection with the defense and settlement of the claim.
12. Limitations of Liability.
12.1. Limitation of Liability. EXCEPT FOR YOUR OBLIGATION TO PAY US CONTRACTED-FOR AMOUNTS, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED UPON CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE) EXCEED THE LESSER OF (i) THE TOTAL FEES THAT YOU HAVE PAID US IN EXCHANGE FOR YOUR USE OF THE SERVICES OR (ii) $100.
12.2. Disclaimer of Consequential and other Indirect Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF CUSTOMER DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
12.3. Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY JIGSPACE TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
13. Resolving Disputes.
Customer service is a priority, but if there’s an issue that needs to be resolved, this section outlines what is expected of both of us.
13.1. A Initial Informal Dispute Resolution. Before either Party files a claim against the other, it agrees to try to resolve the dispute informally by contacting the other Party via email. If a dispute is not resolved within 30 days of submission, you or JigSpace may bring a formal proceeding.
13.2. Arbitration Agreement. You and JigSpace agree to resolve any claims relating to these Terms or the Services, whether or not such claims involve a third party, through final and binding arbitration, except as set forth under “Exceptions to Agreement to Arbitrate” below. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This arbitration agreement will survive the termination of your relationship with JigSpace.
13.3. Arbitration Notification. If either of us intends to seek arbitration under this agreement, the Party seeking arbitration must first notify the other Party of the dispute in writing at least 30 days in advance of initiating the arbitration. Notice to JigSpace should be sent to us via email to firstname.lastname@example.org, with a duplicate copy sent via registered mail, return receipt requested, to the mailing address specified on our website. The notice must describe the nature and basis of the claim and the relief being sought.
13.4. Arbitration Procedures. You may bring claims only on your own behalf. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in San Francisco California, or any other location the Parties mutually agree to.
In the event that the American Arbitration Association is unwilling or unable to set a hearing date within one (1) year of filing the case, then either JigSpace or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services.
Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies, or awards that conflict with these Terms.
13.5. Arbitration Fees. The AAA rules will govern payment of all arbitration fees.
13.6. Exceptions to Agreement to Arbitrate. Either Party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
You may opt out of this agreement to arbitrate, but to opt out, you must notify JigSpace in writing within 30 days of the date that you first became subject to this arbitration provision. You must provide notice to us via email to email@example.com, with a duplicate copy sent via registered mail, return receipt requested, to the mailing address specified on our website. You must include your name and address, the primary contact and account administrator’s name and address, and a clear statement that you want to opt out of this arbitration agreement.
IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND JIGSPACE AGREE THAT THERE WILL NOT BE A JURY TRIAL. You and JigSpace unconditionally waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this agreement in any way.
13.7. Prohibition of Class Arbitrations. YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. This agreement does not allow class or collective arbitrations even if the AAA procedures or rules would allow them. Notwithstanding any other provision of this agreement, the arbitrator shall not have the power to determine that class arbitration is permissible. The arbitrator also shall not have the power to preside over class or collective arbitration, or to award any form of class-wide or collective remedy.
If for any reason the prohibition of class arbitrations set forth above cannot be enforced, then the agreement to arbitrate will not apply.
13.8. Judicial Forum for Disputes. IN THE EVENT THE AGREEMENT TO ARBITRATE IS FOUND NOT TO APPLY TO YOU OR YOUR CLAIM, YOU AND JIGSPACE AGREE THAT ANY JUDICIAL PROCEEDING RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO COUNTY, CALIFORNIA. BOTH YOU AND JIGSPACE CONSENT TO VENUE AND PERSONAL JURISDICTION THERE.
14. Copyright Complaints and Content Removal Policy.
JigSpace respects the intellectual property rights of others and will respond to notices of alleged copyright infringement that comply with the law. JigSpace reserves the right to delete or disable accounts or Customer Data alleged to violate copyright laws or these Terms.
14.1. Violation of IP Rights. If you believe there has been a violation of your intellectual property rights, please contact JigSpace’s designated agent for alleged copyright infringement by sending a notice to firstname.lastname@example.org with the following information:
- An electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed;
- A description of where the material is located on the Services;
- Your address, telephone number, and e-mail address;
- A statement of your good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and,
- A statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
15.1. Entire Agreement. This Agreement, including all corresponding Orders and exhibits where applicable, contain the entire agreement of the Parties and supersedes any and all prior and contemporaneous agreements with respect to the subject matter hereof, whether orally or in writing.
15.2. Assignment. This Agreement will be binding on and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign or otherwise transfer this Agreement, whether voluntarily or by operation of law, without the other Party’s prior written consent. Any attempted assignment without the other Party’s written consent shall be null and void. Either Party may assign this Agreement to any parent, subsidiary or affiliate and to any successor to its business, whether by merger, sale of assets, or otherwise.
JigSpace also may, in its discretion, subcontract and otherwise delegate any or all of its obligations hereunder, but shall nevertheless remain responsible for the performance of its obligations hereunder.
15.3. Relationship of the Parties. The Parties expressly agree that they are independent contractors and do not intend for this Agreement to be interpreted as an employment agency, joint venture, or partnership relationship.
15.4. Injunctive Relief. Actual or threatened breach of Section 2 (Your Responsibilities and Restrictions), Section 3 (Grant of License), Section 6.3 (Post-Termination Requirements), Section 7 (Proprietary Rights), or Section 8 (Confidentiality and Privacy) may cause immediate, irreparable harm that would be difficult to calculate and could not be remedied by payment of damages alone. Accordingly, JigSpace will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach.
15.5. Governing Law & Venue. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Delaware, without regard to its conflict of laws principles. Any cause of action brought by your or any Users arising out of or related to this Agreement must be brought within one (1) year after the later of: (i) the date when the cause of action arose or (ii) the date when you realized the first loss in connection with such cause of action; otherwise, such cause of action will be permanently barred.
15.6. No Third-Party Beneficiaries. This Agreement is made for the benefit of JigSpace and you, and not for the benefit of any third parties, except that the Service Providers are third-party beneficiaries to these Terms. Each Service Provider will have the right (and will be deemed to have accepted such right) to enforce these Terms against you as a third-party beneficiary of these Terms with respect to the Service Providers. Other than the Service Providers, no other person or entity will be a third-party beneficiary to this Agreement.
15.7. No Waiver. No failure to exercise or enforce any right or provision of this Agreement, nor any waiver of any default or breach of this Agreement by either Party will be deemed to imply or constitute a waiver of any other default or breach of this Agreement by either Party, whether of a similar nature or otherwise.
15.8. Severability. In the event that one or more of the provisions of this Agreement is invalid or otherwise unenforceable, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the enforceability of remaining provisions will be unimpaired.
15.9. Subsequent Agreements. In order to be effective, all terms and conditions of subsequent agreements related to any subject matter in this Agreement must be agreed upon in writing and signed by both Parties.
15.10. Notice. Except as provided elsewhere in this Agreement, either Party may give notice by written communication sent by next-day mail delivered by a nationally recognized delivery service or by email to: (i) if to you, to your address and email address on record that you provided in connection with your subscription for the Services, or (ii) if to JigSpace, to JigSpace, Inc., Level 1, 242 Victoria St, Brunswick, 3056, VIC, Australia. Such notice shall be deemed to have been given upon the second business day after mailing or emailing. By downloading, using or accessing the Services, you understand that JigSpace may send you information via email regarding the Services, including: (a) notices about your use or misuse of the Services; (b) Updates and new products or features, and (c) promotional information regarding JigSpace’s products and services. If you do not wish to receive the promotional information, you will have the ability to unsubscribe by following the instructions in the message.
15.11. Modification to Terms. JigSpace reserves the right to update, revise, supplement and otherwise modify this Agreement from time to time. Any such changes to this Agreement will be effective immediately for new users and ten (10) days after notification (including by posting a notice on the JigSpace website) for current users. Current users are encouraged to review this Agreement periodically for changes. If you do not wish to accept any change, please uninstall and discontinue using the Services. Your continued use of the Services following the ten (10) day notice period constitutes your acceptance of those changes.