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JEMPass Terms of Service
Welcome to the jemPass apps and jempass.com!
Please read this Agreement carefully before using the services offered by The Praxis Group, LLC doing business as JEM and JEMPass (“JEM”, “us”, “we”). This Agreement set forth the terms and conditions of our relationship and for your (“you”, “user”) use of the WWW.JEMPASS.COM website (the “Site”) and the hardware services, features, content, applications, mobile device applications, apps, offered by JEM, in connection with its suite of password management, storage, retrieval, and other services.
ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT OF USE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN THE SECTION TITLED “OTHER TERMS AND ARBITRATION” BELOW. PLEASE READ THE SECTION TITLED “OTHER TERMS AND ARBITRATION” CAREFULLY.
For the purpose of this Agreement, the following definitions shall apply:
(a) “Content” includes, without limitation: (A) general news and information, data, reports, general and educational material and information and data; (B) trade names, logos, product and service names, trademarks and services marks (collectively, “Marks”) owned by JEM, and Marks owned by Third Party Providers (defined below); and (C) any other information, content, services, or software.
(b) “Firmware” The Hardware may contain certain object code software deployed onto its secure hardware prior to delivery to the user (“Firmware”) and/or may be paired with JEM’s desktop or cloud based password management services software (the “Manager Service”) provided separately for use with the Hardware.
(c)”Products” include JEM’s suite of hardware password management devices (collectively, “Hardware”) and JEM’s Software (collectively, the Hardware and the Software shall be referred to as “Products”).
(d) “Software” collectively includes the Firmware and Manager Service, as well as the following JEM software apps and applications: 1) JEM software that enables JEM to track use of JEM devices and JEM apps registered to a user and enforce a JEM-to-user association; 2) JEM software that manages JEM device/app status and maintains revocation/disablement of lost or stolen devices and; and 3) JEM software that provides storage and sync capabilities for a user’s JEM Vault (i.e., an encrypted storage solution for a user’s “Credentials” (as such term is defined in Section4)), so that a user can access his/her/its Credentials from multiple end-point devices (e.g., PC’s, tablets, or smart phones).
(e) “Third-Party Providers” means third party providers of Content made available through the Site including, without limitation, any information, content, service or cloud storage or other software made available by or through social media websites, blogs, videos, podcasts, pictures, graphics, copy, audio, software, applications and any other content (the “Third Party Content”).
The Software shipped with Products (or independent and standalone of Products) is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold, and subject to the use restrictions below, is only authorized for use and distribution in conjunction with subparagraphs a) and b) below. By Installing, copying, or otherwise using the Software or using the Products, you agree to be bound by the following terms:
(a) License Grant. JEM grants you a personal, non-exclusive, non-sublicensable, non-assignable and non-transferable license to use the Software solely as part of your use of the Hardware, in accordance with the specifications for the Product and for your limited use. You may use the Firmware only as originally deployed onto the Hardware.
(b) Restrictions. You shall not: (i) modify, translate or create derivative works from the Products; (ii) perform cryptographic analysis on or otherwise attempt to derive the source code of the Products, disassemble, decompile, reverse engineer, in whole or in part, unless expressly permitted by applicable law in the jurisdiction of use despite this prohibition; (iii) disclose, publish or otherwise make publicly available any benchmark, performance or comparison tests that you (or a third-party contracted by you) run on the Products, in whole or in part; (iv) separate the Firmware from the remainder of Hardware or use the Software on another device; (v) interfere with, disrupt the integrity or performance of, or attempt to gain unauthorized access to the Manager Service; (vi) sell, resell, distribute, transfer, publish, disclose, rent, lend, lease or sublicense the Products or its Software (for the avoidance of doubt; (vii) make the functionality of the Products available to any third party through any means, including without limitation by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau or other type of services; (viii) use, or make available, the Software and/or the Manager Service with non-JEM Products; (ix) use any other software or firmware other than the Software or Firmware with the Products unless expressly authorized by JEM to do so. Any material or repetitive breach of the restrictions contained herein by you or your direct or indirect distributors, your sales representatives shall constitute a material breach. The Use Restrictions shall survive any expiration or termination of the Agreement.
(c) Additional Materials. From time-to-time, JEM at its sole discretion, may make available to you additional items including but not limited to additional Software utilities and beta software for supporting the usage of the Hardware; (collectively “Additional Materials”). Unless particular items of Additional Materials include their own separate and specific terms and conditions, this Agreement shall govern the usage of Additional Materials. Conditioned upon your compliance with the terms and conditions of this Agreement, JEM grants you a non-exclusive and non-transferable license to use the Additional Materials solely in executable form and solely for your internal business purposes of supporting the Hardware, and in the case of pre-release Hardware, for evaluation purposes. Additional Materials are not fully tested by JEM and may include significant issues. You acknowledge that Additional Materials are likely to present risks associated with their use. JEM strongly recommends that you back up all your data prior to using Additional Materials from any source. Notwithstanding anything to the contrary in this Agreement, Additional Materials are provided “as is”, and do not carry any warranties or maintenance or support; similarly, in no event shall JEM be liable for any damage arising from the use of Additional Materials.
(d) Additional Terms. JEM may provide certain support and/or professional services, including maintenance, software customization and other services, in which case JEM may require you to enter into JEM’s separate Services Agreement. In addition, if you are an enterprise or corporate customer, JEM may require you to enter into JEM’s separate Standard Sales Terms and Conditions for the Purchase of Jem Products agreement.
(e) Limited Software Warranty. Please see Section 20 (General Legal Conditions) regarding the Software and Site warranties provided by JEM.
.(a) Warranty. JEM warrants that the Hardware will be free from defects in material and workmanship for a period of one (1) year from the date of delivery to the original you (the “Warranty Period”) (such warranty being the “Limited Hardware Warranty”). If a defect in material or workmanship arises within the Hardware during the Warranty Period and the Hardware is returned to JEM within the Warranty Period, JEM will, at its sole option and subject to applicable laws: (a) repair or replace any defective Hardware with a new or refurbished product; or (b) refund the original purchase price of the Hardware. The Warranty Period for any repaired or replacement Hardware will persist for the longer of the remainder of the original one-year Warranty Period or 90 days from the date the repaired or replacement product is shipped to the user. This Section 4(a) sets forth JEM’s sole obligation and your sole remedy for any breach of this Limited Hardware Warranty.
(b) Exclusions. The Limited Hardware Warranty extends only to the original you of the Hardware and is non-transferrable. This warranty does NOT apply to Hardware that: (a) is altered or modified, other than by JEM; (b) is not maintained in a normal and customary fashion or is operated outside of JEM’s recommended guidelines; (c) has been subjected to abnormal physical or electrical stress, misuse, negligence or accident; (d) has had its original serial number altered or removed, other than as a result of normal wear and tear; or (e) JEM has provided free of charge.
(c) Limited Hardware Warranty Disclaimer. EXCEPT FOR THE LIMITED HARDWARE WARRANTY EXPRESSLY STATED (A) ABOVE AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS ARE PROVIDED “AS IS”. JEM AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. JEM does not warrant that (a) the Products will meet your requirements, (b) use thereof shall be uninterrupted or error-free, (c) the Products or any equipment, system or network on which the Products are used will be free of vulnerability to intrusion or attack, (d) or that all programming errors can be found in order to be corrected, (e) that the Products will in any and all events provide error free security for any data or prevent the loss of any data including passwords and other login and credential information (collectively, “Credentials”). You are solely responsible for the data, software and other content carried on your equipment, system or network on which the Products are used and for backing-up your data, Credentials, software and other content. You acknowledge that there is a threat and risk always of theft, hacking, or other actions by criminal elements worldwide (and to potentially a greater extent than traditional financial markets) and that JEM cannot guarantee that either you or JEM will be immune from such activities.
In connection with the use of the Products, including the Software, you shall comply with all applicable export, import, and other relevant laws of any applicable jurisdiction. Determination of the applicable law is your responsibility. You acknowledge and understand that the Products, including the Software, are cryptographic in nature and that it therefore is highly regulated. You are strictly prohibited from exporting, re-exporting or importing the Products and/or Software, regardless of method, without first complying with all applicable government use, import, and export laws, rules, regulations, and orders, and obtaining any necessary approvals or permits. Obtaining any necessary export or import approval for the Products and/or Software is your responsibility.
(a) You understand that you may not use the Site or the Products where such use is prohibited.
(b) You understand that the Site and the Products are intended solely for users who are eighteen (18) years of age or older.
(c) You represent and warrant that you are 18 or older and that you agree to abide by all of the terms and conditions of this Agreement.
When you use the Site or the Products you may provide JEM certain registration and account information, which JEM will rely on to provide you access to the Site and/or Products. The following are your obligations when creating, registering, and maintaining the security and accuracy of your account:
(a) You understand you are responsible for any all activity on your account and for safeguarding all your login information, user names, IDs, logins, passwords, pin numbers or other identification tools (collectively, the “Login Info”) through which you access your account, and any portion of the Site and Products.
(b) You will register your account for your own use and not for the use of another person and you will only create one account for yourself.
(c) You will not assign or transfer your account to anyone without first getting JEM’s written consent. Any party or person accessing your account using your account login and password credentials will be deemed an authorized user by us and you will be responsible for their actions as if they were your own.
(d) You will not provide false or misleading information when you register an account.
(e) If JEM terminates or disables your account, you may not create another account without first getting JEM’s written consent.
(f) You will not use your account in a commercial fashion or manner.
(g) You will keep your contact and other information requested by JEM (such as age, address, bank info, User status, etc.) accurate and up-to-date.
(h) It is your responsibility to ensure and protect the confidentiality of your Login Info. You will not share your password, let anyone other than you access your account, or do anything that might compromise the security of your account. We are not liable for any use of the Site or Products by any unauthorized individuals.
(i) If you so notify us, or if we suspect fraudulent or abusive activity, you agree to cooperate with us in any investigation and to use any preventive measures we prescribe.
(j) Use of your Login Info may be immediately terminated by us upon the earlier of termination of your authorization, or prolonged, inactivity, dormancy, or termination of your account or termination of this Agreement.
(k) We may rely upon the instructions, consent given and all action taken through your Login Info or account, without verifying the identity or authority of any person accessing the Site or Products.
(a) JEM may permit you to forgo the use of JEM’s own encrypted storage “Jem Vault” solution for the storage and retrieval of Credentials and allow you to instead leverage and utilize third party cloud storage solutions providers such as Google Drive or Dropbox (the “Linked Storage Accounts”).
(b) By storing Credentials via Linked Storage Accounts, you grant JEM the right to use the Linked Storage Accounts solely for the purpose of providing functionalities of the Software and the Products.
(c) By using the Software and the Products and opting to use any Linked Storage Accounts you expressly authorize JEM to access the Linked Storage Accounts on your behalf as your agent.
(d) You hereby authorize and permit JEM to use and store your Linked Storage Accounts Information to accomplish the foregoing and to configure the Software and the Products so that they are compatible with your Linked Storage Accounts.
(e) JEM does not review the Linked Storage Accounts for utility, security, accuracy, legality or non-infringement, and is not responsible for the Linked Storage Accounts or products and services offered by or through Third-Party Providers such as Google or Dropbox.
(f) JEM cannot always foresee or anticipate technical or other difficulties arising from or caused by any Linked Storage Account which may result in failure to obtain data or loss of data, Credentials, or other service interruptions.
(a) This Agreement applies to all users of the Site and the Products, unless you have entered into a separate agreement with JEM governing your use and enjoyment of the Products.
(b) JEM may make changes to this Agreement from time to time without specifically notifying you.
(c) JEM will post the latest Terms of Service on the Site and may post it on JEM’s mobile device applications, but it is up to you to review it before using the Site or Products. We will endeavor to provide notices of any changes to this Agreement on the Site before those changes are effective. Nonetheless, you are responsible for checking the Site for possible changes to this Agreement and for other important information about the Products.
(d) If you continue to use the Site or Products after any of these changes, your continued use will mean that you have accepted any changes to this Agreement.
(e) In addition, some services offered through the Site and the Products may be subject to additional terms and conditions specified by JEM from time to time and your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
JEM uses Third Party Providers to provide certain software and data functionalities to users as well as Content. When using or accessing services offered through Third Party Providers, you will be subject to terms posted by these service providers. We also reserve the right to use any other third party to perform services of a similar nature top those outlined above, in our sole discretion.
Without limitation you may be subject to all terms and conditions and privacy policies for the API’s provided by the following Third Party Providers: Google Drive and Dropbox.
JEM is committed to delivering a positive user experience and you understand that JEM reserves the right (but without undertaking any duty) to edit, monitor, review, delete, modify, or move any content or material provided or placed on or though the Site in its sole discretion, without notice.
(a) If JEM provides updated versions of the Site and the Software and you do not accept these updated versions, you may not enjoy the most recent content, feature sets, and materials.
(b) If you do not accept updated versions of the Site and Software, JEM shall not bear any responsibility or liability for your decision.
(a) Because JEM wants to continue to improve the Site and Software for the benefit of you, the user, we may monitor your activity on the Site and Software.
(b) By using any JEM application or the Site and Software you specifically agree to JEM monitoring you in this manner.
(c) You understand, however, JEM cannot and does not make any warranties or guarantees that: (i) the Site and Software, or any component thereof, will be made free from error or inaccuracy as a result of such monitoring or free from unauthorized and/or unacceptable use as a result of such monitoring; (ii) any statements or factual items presented by the Site and Software will be free from error or authenticated; or (iii) JEM will take any action in the event of any non-compliance with this Agreement.
(a) You understand JEM may, in its sole discretion, refuse to offer the Site or the Products to any person or entity and change its eligibility criteria at any time.
(b) You are solely responsible for ensuring that this Agreement complies with all laws, rules and regulations applicable to you.
(c) You understand that your right to access the Site or Products will be revoked where this Agreement or use of the Site or the Products is prohibited and, if that is the case, you agree not to use or access the Site or the Products in any way.
While JEM respects its users, you agree that JEM may terminate your use of the Site and prohibit you from accessing the Site, for any reason, or no reason, and with or without notice.
The Copyright to All Content the on the Site and Products Is Owned by the Seller of That Content
(a) The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site and the Products (“Copyright Content”) are the property of JEM or its content suppliers and are protected under applicable copyrights, trademarks and other proprietary rights.
(b) You may not copy, redistribute, use or publish any part of the Site or the Products, except as allowed by this Agreement.
(c) You do not acquire ownership rights to any content, document or other materials viewed through the Site or the Products.
You May Not Use Trademarks Appearing on the Site or Products in an Infringing Manner
(a) You agree that JEM, WWW.JEMPASS.COM and other JEM graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of JEM or its affiliates (“Trademark Content”).
(b) JEM trademarks and trade dress may not be used in connection with any product or service that is not JEM’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits JEM.
(c) All other trademarks not owned by JEM or its affiliates that may appear on this Site or the Products are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by JEM or its affiliates.
(a) JEM grants you a limited license to access and make personal use of the Site and the Products.
(b) JEM does not grant you the right to download (other than page caching) or modify the Site and the Products, or any portion of the Site and the Products.
(c) You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of JEM and our affiliates without express written consent.
(d) You may not use any meta tags or any other “hidden text” utilizing JEM’s name or trademarks without the express written consent of JEM. Any unauthorized use terminates the permission or license granted by JEM.
(e) You may not engage in the copying, reproduction, publication, rearrangement, redistribution, modification, revision, alteration, or reverse engineering, of the Products.
(f) You may not use any JEM logo or other proprietary graphic or trademark as part of the link without express written permission.
(g) You understand the Site and the Products or any portion of Site and the Products may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose.
(h) You may not engage in any downloading or copying of account information for the benefit of a third party, or merchant
(i) You may not engage in any use of data mining, robots, or similar data gathering and extraction tools.
(j) You understand that for any purchase of greater than ten (10) JEM Hardware devices per purchaser, JEM does not grant you the right to: (i) resell or make commercial use (except as provided herein) of the Site and the Products or their contents; and (ii) make any derivative use of the Site and the Products or their contents. The foregoing restrictions shall apply to all users unless you have entered into a separate written agreement with JEM.
We do our best to keep the Site and the Products safe and operational, but we cannot guarantee it. We need your help to do that, which includes the following commitments:
o You will not modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Products or Site except as expressly authorized by JEM;
o You will not take any action that imposes or may impose (as determined by JEM in its sole discretion) an unreasonable or disproportionately large load on JEM’s (or its third party providers’) infrastructure;
o You will not decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Products, except to the limited extent applicable laws specifically prohibit such restriction;
o You will not interfere or attempt to interfere with the proper working of the Site and Products or any activities conducted on the Site and Products;
o You will not bypass any measures JEM may use to prevent or restrict access to the Site and Products (or other accounts, computer systems or networks connected to the Site and Products);
o You will not run any form of auto-responder or “spam” on the Site and Products;
o You will not use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
o You will not harvest or scrape any content or materials from the Site and Products;
o You will not copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
o You will not threaten, intimidate or harass another user;
o You will not solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birth date, home address, IP address, social security number, or credit card number) for commercial or unlawful purposes;
o You will not upload, post, transmit, share, store or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
o You will not upload, post, transmit, share, store or otherwise make available any content (such as a picture on a profile page) other than those of a personal nature that: (i) are of you, (ii) are taken by you, or (iii) are original content created by you;
o You will not otherwise take any action in violation of JEM’s guidelines and policies;
o You will not threaten, intimidate, or harass another user or any parties on or through the Site or Products;
o You will not solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birthdate, home address, IP address, social security number, or credit card number) for commercial or unlawful purposes;
o You will not falsely represent your identity or impersonate a third party, nor will you falsify or mislead third parties regarding your affiliation with any entity;
o You are solely responsible for all Submissions from your account. “Submissions” means anything that a user transmits to the Site and/or the Products in the course of using the Site and/or the Products. You shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of any statement or any other detail contained in the Submissions;
o You will not use the Site and Products in any manner or transmit any Submission that: infringes (or results in the infringement of) JEM’s or any third party’s intellectual property or other rights; is (or you reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. In the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction; or would cause JEM to be in violation of any law or regulation, or to infringe any right of any third party;
o You will not represent or portray the business or entity as being affiliated with JEM in any capacity other than being a user of the Site or Service without JEM’s prior written consent.
o You shall not use circumvention or obfuscating technologies to mask their IP addresses or to hide transaction details.
o You shall not create or circulate any technologies which violate or which would facilitate other users to violate the terms hereof including for masking IP addresses or to obfuscate transaction details.
o The foregoing restrictions shall apply to all users unless you have entered into a separate written agreement with JEM.
(a) JEM or its business partners may present advertisements or promotional materials via the Site.
(b) Your dealings with, or participation in promotions of, any third-party advertisers via the Products are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion.
(c) You agree that JEM is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties via the Site.
(d) You understand and agree that JEM is not responsible for, and does not control, Third Party Sites and Third Party Content. You also understand and agree that JEM is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such Third Party Sites and Third Party Content.
(e) You acknowledge and agree that JEM shall not be 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 upon, any such content, goods or services available on or through any such Third Party Site or Third Party Content.
JEM’s Liability Is Limited
(a) JEM is not responsible for any Third Party Sites, Third Party Content, or any other content posted on the Site and the Products, whether caused by users of the Site and the Products, JEM, third parties or by any of the equipment or programming associated with or utilized in the Site and the Products.
(b) JEM is not responsible for the conduct, whether online or offline, of any user of the Site or the Products.
(c) JEM assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications.
(d) You understand that it is your duty to confirm and verify any information provided on or through the Site and Products, and that you bear the sole risk of relying on any such information, including but not limited to content, third-party content, links, or listings.
(e) JEM is not responsible for any problems or technical malfunction of any telephone network or lines, cellular data provider or network, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Products or Site, including injury or damage to users or to any other person’s computer, and/or mobile device.
(f) Neither JEM nor any of its affiliates, advertisers, promoters or distribution partners shall be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Site or the Products, any content posted on the Site or the Products or transmitted to users, or any interactions between users of the Site or the Products, whether online or offline.
THE SOFTWARE AND THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, JEM AND THE THIRD PARTY PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE CONTENT AND THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER JEM NOR THIRD PARTY PROVIDERS GUARANTEE THE ACCURACY, TIMELINESS, COMPLETENESS OR USEFULNESS OF ANY CONTENT. YOU AGREE TO USE THE CONTENT AND THE SERVICE ONLY AT YOUR OWN RISK. NEITHER JEM NOR THE THIRD PARTY PROVIDERS EXPLICITLY OR IMPLICITLY ENDORSE OR APPROVE ANY THIRD PARTY CONTENT. THIRD PARTY CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY.
WE TRY TO KEEP THE SITE AND THE SOFTWARE UP, BUG-FREE, AND SAFE, BUT YOU USE THEM AT YOUR OWN RISK. THE INFORMATION FROM OR THROUGH THE SITE AND THE SOFTWARE IS PROVIDED “AS IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. THE INFORMATION, SITE AND THE SOFTWARE MAY CONTAIN VIRUSES, BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. IN NO EVENT WILL JEM OR ITS MANAGERS, DIRECTORS, EMPLOYEES OR AGENTS HAVE ANY LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, OR THE AND THE SOFTWARE. WE AND THE THIRD PARTY PROVIDERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (1) THE USE OF OR THE INABILITY TO USE THE SOFTWARE OR THE PRODUCTS; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SOFTWARE RESULTING FROM ANY DATA, INFORMATION OR SOFTWARE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE PRODUCTS; (3) ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS OR DATA DUE TO YOUR CONDUCT, INACTION OR NEGLIGENCE; OR (4) ANY OTHER MATTER RELATING TO THE SITE AND THE SOFTWARE OR THE PRODUCTS. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US THROUGH THE SITE/SERVICE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN .
JEM’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE FEES, IF ANY, PAID BY YOU TO US FOR THE SERVICE AND USE OF THE SITE, BUT IN NO CASE WILL OUR LIABILITY TO YOU EXCEED $50. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR THE SITE AND THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION. IF ANY CLAIM OR MATTER RELATES TO MORE THAN ONE PARTY, THIS MAXIMUM LIABILITY WILL BE THE LARGEST AMOUNT PAID BY ANY ONE SUCH PARTY IN THE MOST RECENT PROCESSED TRANSACTION, REGARDLESS OF THE NUMBER, IDENTITY, OR STATUS OF THE CLAIMANTS. WHERE MORE THAN ONE ENTITY OR INDIVIDUAL RELATED TO US IS SUBJECT TO ANY CLAIM OR MATTER, THE RECOVERY OF THE CLAIMANT OR CLAIMANTS WILL BE LIMITED AS A GROUP AS PROVIDED BY THIS PARAGRAPH, AS IF ALL SUBJECTED PARTIES WERE A SINGLE ENTITY.
You agree to indemnify, defend, and hold harmless JEM, its contractors, licensors, subsidiaries and affiliates and their respective partners, directors, officers, employees and agents from and against any and all claims and expenses, including any and all losses, costs, liabilities, and attorneys’ fees, arising out of or in connection with: (i) your use of the Site and Products, (ii) any user Content, Third Party Content, Third Party Sites and any other content, (iii) your violation of this Agreement, or of any law or the rights of any third party, and (iv) your breach of this Agreement and/or any breach of your representations and warranties set forth herein; (v) your violation of any local, state or federal law, rule or regulation, (vi) your violation, or alleged violation, of any right of a third party, or (vii) your wrongful, improper, unlawful or unauthorized use of the Products.
Subject to the arbitration clauses included below, if there is any dispute arising out of the Site and the Products, by using the Site, you expressly agree that any such dispute shall be governed by the laws of the state of Connecticut, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the state of Connecticut for the resolution of any such dispute.
You represent and warrant that:
(b) You will use the Site and the Products so not to infringe or misappropriate the intellectual property rights of any third party.
(a) You agree that, except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by arbitrators appointed in accordance with such rules.
(b) You agree any arbitration shall take place in Connecticut in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.
(c) If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect.
(d) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
(e) JEM may assign its rights under this Agreement without condition.
(f) This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO OF SERVICE, YOU AND JEM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.