Website Terms of Use

JUMPIQ (“we” or “us”) offers this website (jumpiq.com) (“Site”) to help you learn more about our services. The following are the terms and conditions of use of the website (“Terms of Use”). By accessing the Site, you confirm that you are eligible to access the Site and that you have read, understood and agree to observe and be bound by all of these Terms of Use, as may be amended from time to time by us.

To the extent that specific terms or license agreements for our products conflict with these Terms of Use, the specific terms or agreements shall prevail.  These Terms of Use incorporate by reference our Privacy Policy. 

THESE TERMS OF USE REQUIRE THE USE OF ARBITRATION TO RESOLVE INDIVIDUAL DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU SHOULD THERE BE A DISPUTE. YOUR AGREEMENT TO THESE TERMS INDICATES YOUR EXPRESS ACKNOWLEDGEMENT AND AGREEMENT THAT YOU HAVE READ AND UNDERSTAND THE ARBITRATION PROVISION SET FORTH BELOW.

Conduct

As a condition of your continuing use of the Site, you agree that you will use the Site only for the purpose of conducting business with us. You will not use the Site for any purpose that is unlawful or for any purpose not expressly authorized by these Terms of Use. The Site is provided to our customers and prospective customers only for informational purposes and for purposes of exchanging communications regarding our business. You may not use the Site for personal use or business use unrelated to us. Any improper or unauthorized use of the Site is expressly prohibited, and we reserve the right to suspend or terminate, without prior notice, any use of the Site for any unauthorized purpose.

Any unauthorized access, modification or change of any information on the Site, or any interference with the availability of or access to the Site is strictly prohibited.

We are not responsible for any messages, data, text, photographs, graphics, video and other materials or information transmitted via the Site except for Owner Content (as defined below) posted by us. You are solely responsible for all content that you transmit via the Site. If you upload, post, send a message or otherwise transmit any content you are responsible for its compliance with these Terms of Use. We reserve the right to monitor, screen, remove, delete, edit and otherwise control content posted on our Site. We do not, however, accept responsibility for the truthfulness, accuracy or suitability of any content other than Owner Content. Under no circumstances will we be liable in any way for any content that is not Owner Content, including errors or omissions, or for any loss or damage of any kind incurred as a result of the use of any content that is not Owner Content posted, e-mailed, sent or otherwise transmitted via the Site.

You agree not to use the  Site to:

1. upload, post, e-mail, submit or otherwise transmit any content that is unlawful, harmful, threatening, abusive, discriminatory, harassing, tortious, defamatory, vulgar, profane, pornographic, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable or offensive;
2. impersonate any person or entity;
3. disguise the authorship or origin of any content;
4. upload, post, e-mail, submit or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary information and confidential information);
5. upload, post, e-mail, submit or otherwise transmit any content that infringes, misappropriates or violates any patent, trademark, trade secret, copyright or other proprietary rights of any person;
6. upload, post, e-mail, submit or otherwise transmit any content constituting unsolicited or unauthorized advertising, promotional materials, bulk mail, “junk mail,” “spam,” “chain letters,” or any other form of unauthorized solicitation;
7. upload, post, e-mail, submit or otherwise transmit any content that contains any viruses, spyware, Trojan horses, time bombs, software locks, drop-dead devices, malicious logic, worms, trap doors or any other harmful computer code, files or programs designed or intended to modify, delete, damage, disable, deactivate, interrupt, destroy, limit or otherwise adversely affect the functionality, performance, safety, security or privacy of the Site or any computer software or hardware or telecommunications equipment connected to the Site;
8. interfere with or disrupt any computer software or hardware (including servers or networks) or telecommunication equipment connected to the Site;
9. permit any unauthorized use of or access to the Site or any computer software or hardware (including servers or networks) or telecommunications equipment connected to the Site;
   or
10. “stalk” or otherwise harass another user or collect or store personal data about other users.

We reserve the right to immediately suspend or terminate, without prior notice, the rights of any user that we believe, in our sole discretion, is using the Site in a manner not expressly authorized by these Terms of Use.

Ownership of Content

Any content transmitted via the Site shall become our property, subject, as applicable, to our Privacy Policy.

Intellectual Property Rights

We are and at all times shall remain the sole and exclusive owner or primary licensee of, and will retain all right, title and interest in and to, the Software (as defined below) and all Owner Content, and all intellectual property rights in or to any of them. We hereby grant to you a temporary, revocable, non-transferable and non-exclusive right and license to use the Site and object code of the Software strictly in accordance with these Terms of Use. You shall not copy, scrape, modify, create a derivative work of, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code, or to sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or to the Software or Owner Content, either directly or indirectly through your representatives, agents, employees, independent contractors or anyone else accessing the Site on your behalf. You agree not to modify the Software or Owner Content in any manner or form, or to use modified versions of the Software or Owner Content for any purpose whatsoever, including, but not limited to, obtaining unauthorized access to the Site. You agree not to access the Site by any means other than the interface that we provide you for use in accessing the Site.

“Owner Content” means all text, images, sounds, files, videos, designs, animations, layouts, color schemes, “look and feel”, trade dress, concepts, methods, techniques, process and data used in connection with, displayed on, or collected from or through the Site that is posted or provided by or on behalf of us.

“Software” means all computer programs and computer code used for, with or on the Site, excluding any software programs owned by third parties.

Except for the limited license to use the Site as expressly provided herein, nothing herein or on the Site shall be deemed or construed as granting or conferring any right, title or license under any intellectual property right of ours, including but not limited to any right in the nature of trademark or copyright of ours or any third party, whether by estoppel, implication or otherwise. All brands and names appearing on the Site are, at all times shall remain, the sole and exclusive property of their respective owners.

Indemnity

To the fullest extent permitted by applicable law, you shall indemnify, defend and hold harmless us, our direct and indirect parents, affiliates and subsidiaries, and all of our and their respective shareholders, directors, officers, agents, employees, successors and assigns, from and against any and all claims, demands, actions, causes of action, suits or other proceedings and any damages, fines, penalties, judgments, settlements, awards, losses, costs, expenses (including reasonable attorney’s fees) and liabilities of any and every kind and nature whatsoever, directly or indirectly arising out of, relating to, or resulting from: (i) any content that you upload, post, e-mail, submit or otherwise transmit via the Site, or (ii) any violation by you of these Terms of Use.

Termination

We may, without prior notice, suspend or terminate your use of the Site and remove and discard any content you have posted upon determining that you have violated these Terms of Use. You acknowledge and agree that we shall not be liable to you or any third party and you hereby waive, release and discharge us from any damage, loss, cost, expense or liability of any and every kind and nature arising out of, relating to or resulting from any termination or suspension of your access to the Site.

Links and Advertising

The Site may provide, or third parties may provide, links to other websites. We are not responsible for the availability of such external sites.  We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website. All consideration (monetary or non-monetary) received by us on account of the placement or sale of advertisements, endorsements and sponsorships on the Site will belong solely to us.

Disclaimer of Warranties

You expressly acknowledge and agree that your use of the Site is at your sole risk. We attempt to ensure that the information provided or otherwise displayed on the Site is secure and accurate. However, the Site and its contents are provided on an “as is, as available” basis. We assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any content you may post or settings.

WE EXPRESSLY DISCLAIM AND BY YOUR USE OF THE Site YOU HEREBY WAIVE, ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE Site, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, COMPLETENESS AND NON-INFRINGEMENT.   Without limitation to the foregoing, we make no warranties that (i) the Site will be uninterrupted, timely, secure or error-free, (ii) the results that may be obtained from the use of the Site will be accurate or reliable, (iii) the quality of any products, services, information or other material you purchase or obtain through the Site will meet your expectations, (iv) the content presented on the Site will be accurate, complete, or useful; and (v) any errors in the Software will be corrected.

Limitation of Liability

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT we, our DIRECT AND INDIRECT PARENTS, AFFILIATES AND SUBSIDIARIES, AND ALL OF OUR AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF  We HAve BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR RESULTING FROM (I) YOUR USE OF OR INABILITY TO USE THE Site, (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA OR OTHER CONTENT You provide to or transmit via the Site, (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE Site, OR (IV) ANY OTHER MATTER RELATING TO THE Site  . Without limiting the generality of the foregoing, we specifically disclaim, and you expressly waive any liability for the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into, through or from the Site.

Dispute Resolution – Arbitration

You and we agree that any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to: (a) bring an individual action in small claims court; (b) the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights; (c) pursue an enforcement action through the applicable federal, state or local agency if that action is available; and (d) seek injunctive relief in a court of law in aid of arbitration. YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and we otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The parties agree that the Federal Arbitration Act applies and will govern the interpretation and enforcement of this Arbitration Agreement.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an experienced (15+ years practicing) attorney licensed to practice law in the state of Texas.

Arbitration Location and Procedure. Unless you and we otherwise agree, the arbitration will be conducted via video conference. If your claim does not exceed US$10,000, then the arbitration will be conducted solely on the basis of documents you and we submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds US$10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties.

Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent, to the extent permitted by law, with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable.

General

These Terms of Use govern your use of the Site and constitute the final and entire agreement between you and us relating to your use of the Site, superseding any and all prior understandings or agreements, whether written or oral, between you and us regarding the subject matter hereof. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third party content or third party software.

We reserve all available legal and equitable rights and remedies. These Terms of Use shall in no way be deemed or construed as a limitation or waiver of any other rights or remedies we may possess.

The failure or delay of us to exercise or enforce any right, power or privilege under these Terms of Use shall not constitute a waiver of such right, power or privilege. No single or partial exercise of any right, power or privilege under these Terms of Use shall preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. Any waiver of these Terms of Use, to be valid and enforceable, must be in writing and signed by an authorized officer of ours.

Whenever possible, each provision of these Terms of Use shall be interpreted in such manner as to be legal, valid and enforceable under applicable law. If any provision of these Terms of Use is finally determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision shall be severed and deleted from these Terms of Use and replaced with a provision that is legal, valid and enforceable to the fullest extent of applicable law, and the other provisions of these Terms of Use shall not be affected thereby, but shall remain in full force and effect.

You shall not transfer, assign, sublicense or sublease your use of the Site or any part thereof to any third party without the prior written consent of us. Any transfer, assignment, sublicense or sublease without such consent shall be null and void and without any legal force or effect whatsoever.

The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

These Terms of Use shall be enforced, construed and interpreted in accordance with the laws of the State of Texas, without regard to its conflicts of laws or choice of law rules. BY USING THE Site, YOU IRREVOCABLY SUBMIT, TO THE EXTENT THAT THE DISPUTES SECTION IS DETERMINED BY AN ARBITRATOR OR A COURT WITH APPROPRIATE JURISDICTION TO NOT APPLY, TO THE JURISDICTION OF ANY FEDERAL OR STATE COURT SITUATED IN OR HAVING JURISDICTION FOR [INSERT TEXAS COUNTY] IN ANY SUIT, ACTION, CAUSE OF ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR RESULTING FROM THE Site OR THESE TERMS OF USE. You hereby waive, to the fullest extent permitted by applicable law, any objection that you may now or hereafter have to such jurisdiction or to the laying of the venue of any such suit, action, cause of action or proceeding brought in such a court and any claim that such suit, action, cause of action or proceeding has been brought in an inconvenient forum.

You and we agree that we may transact electronically and that any electronic transactions that you enter into or accept via the Site shall be considered “writings” or “in writing” and shall be deemed to have been “signed” and to constitute an “original” whether in electronic or printed form.  You agree not to contest the validity or enforceability of any transaction entered into via the Site under provisions of any law relating to whether certain agreements must be in writing or physically signed by you.