Welcome to JumpCloud. Please read the following terms of service (“Terms”) carefully as they contain the legal terms and
conditions that govern your access and use of the Service (defined below) provided by JumpCloud, Inc. (“JumpCloud,” “we,”
“our,” or “us”), including access and use of the Service through, and any online registration, quote or order processed on,
the JumpCloud website, mobile applications, or Service dashboard (the “Site”), (each an “Order”), which Orders are
incorporated into these Terms (but specifically exclude any standard terms associated with any Customer purchase order
or invoicing documentation). The terms “Customer,” “you,” or “your” means the individual or business entity who registers
for the Service and accepts these Terms. If you are an individual acting on behalf of a business entity, such as an
Administrator (defined below), you represent and warrant that you have the authority to bind such business entity to these
Terms. If you are an Administrator, you further represent and warrant that you have the authority to act as the business
entity’s agent in connection with these Terms.
JumpCloud has developed an online user and device monitoring, management, and security service that assists customers
in the management, monitoring, and security of customers’ users and device infrastructure (the “Service”).
These Terms include this document, together with all Orders, addenda, and referenced attachments. These Terms
constitute the terms and conditions under which JumpCloud is willing to provide you with the Service.
These Terms will take precedence over any conflicting or inconsistent information included in other materials (e.g.,
promotional materials and mailers) or on the Site. Except to the extent expressly provided in an Order, these Terms will
take precedence over any conflicting or inconsistent terms and conditions accompanying any Order. Any Customer
provided standard terms, invoicing documents or purchase order terms are expressly rejected.
JumpCloud may modify these Terms at any time by posting updated versions of these Terms on the Site. Modifications
become effective immediately upon your first access to or use of the Service after the “Last Updated” date at the bottom
of these Terms. Your continued access to or use of the Service after the modifications have become effective will be deemed
your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the
DEFINITIONS. Capitalized terms have the meanings in Section 1 (Definitions), or in the Section where they are first
“Administrator” means a person who signs up for the Service on behalf of Customer or is authorized by Customer via the
Service, and that administers the Service on Customer’s behalf.
“API Call Code” means software code that makes a call to any interface (including the Service API) that is part of the Service
or any JumpCloud Agent.
“Authorized Software Tool” means a Software Tool made available by JumpCloud and expressly identified by JumpCloud
(at the download site for the Software Tool) as an authorized JumpCloud Software Tool, which will be considered a
component of the Service.
“Customer Data” means all information, data, files, links, and other materials submitted to the Service by Customer or
Users, including information regarding information technology infrastructure provided to JumpCloud under these Terms.
Customer Data excludes Usage Data.
“Documentation” means the User documentation provided or made available by JumpCloud to Customer that describes
the use and operation of the Service.
“JumpCloud Agent” means a JumpCloud software agent that is intended to run on a System, such as a User’s computer.
The Service includes any and all JumpCloud Agents.
“Service API” means an application programming interface (API) that is expressly provided or made available by JumpCloud
to Customer for accessing the Service.
“Software Tool” means a software tool (e.g., a script or set of scripts) that provides extensions to or automations for the
“System” means any device (e.g., computer, server, laptop, tablet, or mobile device) that is part of Customer’s systems
and/or network or that accesses, is managed or tracked by, or is authorized to access, the Service.
“Usage Data” means any and all data collected or generated by JumpCloud in connection with the Service (including any
information related to Systems, Users’ use of the Service, network monitoring, and analysis). Usage Data does not include
public keys, usernames, or passwords, which are part of Customer Data.
“User” means each Customer employee or contractor, or other individual or entity, that accesses the Service or is added to
the Service by Customer (including by any Administrator). “User” includes any Administrator and any individual or entity
for which an email address or other identifier has been added to the Service, even if suspended or not activated for, or
active in, any features of the Service. Any access or use of the Service by any User is considered use or access by Customer.
2.1 Service. Subject to these Terms, JumpCloud will provide the components of the Service that are specifically described in an Order.
2.2 Access; Limited License. Subject to these Terms, JumpCloud grants Customer, during the Term, a non-exclusive,
limited, non-sublicensable, and non-transferable (except to the extent expressly permitted under Section 11.6
(Assignment)) license to: (a) access and use the Service to the extent identified in an Order; (b) install and use the Authorized
Software Tools solely in connection with Customer’s use of the Service and solely in accordance with the applicable
Documentation; (c) use and reproduce the Documentation solely in connection with Customer’s use of the Service; (d)
install and use any JumpCloud Agent (which is required to access or use certain features and functionalities of the Service)
in object code form, solely in order to access and use the Service via such JumpCloud Agent for Customer’s internal business
purposes in accordance with the applicable Documentation; and (e) write API Call Code that complies with the
Documentation for the Service APIs and use such API Call Code solely to access and use the Service as permitted in these
Terms. No implied license or right of any kind is granted to Customer under these Terms.
2.3 Open Source Software. Certain aspects of JumpCloud Agents and Software Tools may include code or software
that is subject to “open source” or “free software” licenses (“Open Source Software”) and may be owned by third parties.
The Open Source Software is not subject to the terms and conditions of these Terms, and instead, is licensed to Customer
under the terms of the applicable license associated with such Open Source Software. Nothing in these Terms limits
Customer’s rights under, or grants Customer rights that supersede, any licenses applicable to the Open Source Software. If
required by the license for any particular Open Source Software, JumpCloud will make such Open Source Software, and
JumpCloud’s modifications to that Open Source Software, if any, available by Customer’s written request at the notice
address specified in Section 11.8 (Notice) or as otherwise provided in such written request.
2.4 Support and SLA. Subject to the payment by Customer of fees applicable to the level of support specified in the
applicable Order (“Selected Support Tier”), JumpCloud will provide Customer with the support services for the Selected
Support Tier, as described in the then-current support offerings description applicable to the Selected Support Tier located
at: https://jumpcloud.com/policies/, as updated periodically. Such Selected Support Tier description includes any service
level commitments for the Service (e.g., support methods and targeted response times), and is hereby incorporated into
these Terms for the duration of Customer’s payment of fees corresponding to such Selected Support Tier. API Call Code
that is not written and provided by JumpCloud will not be considered part of the Service, but JumpCloud will use reasonable
efforts to support such API Call Code in connection with the Service.
2.5 Data Security. JumpCloud will implement and maintain appropriate administrative, physical, and technical
safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Such safeguards will include:
(a) two-way TLS authentication and encryption between JumpCloud’s servers and applicable JumpCloud Agents; (b)
employee security awareness training and background checks; (c) redundant Service infrastructure; (d) internal access
controls; (e) active software monitoring of user logins and privileged commands; and (f) centralized log monitoring.
2.6 Usage Data. Customer acknowledges and agrees that provision of the Service involves, and Customer authorizes
JumpCloud’s: (a) collection of Usage Data in connection with providing the Service; (b) use of Usage Data in connection with
providing, analyzing, and improving JumpCloud products and services; and (c) generation and use of de-identified
aggregated, and/or anonymized data that does not include any identifying information of, or reasonably permit the
identification of, Customer or any individual (including any User). JumpCloud will comply with applicable statutory
requirements with respect to the data generated pursuant to this Section 2.6 (Usage Data).
2.7 Community Software Tools and APIs. Any Software Tools used by or for Customer that are not Authorized
Software Tools (“Community Software Tools”, e.g., scripts developed or modified by Customer or third parties) or API Call
Code that is not written and provided by JumpCloud will not be considered a component of the Service and is not required
to be supported by JumpCloud. It is Customer’s responsibility to (a) ensure that its use of Community Software Tools and
such API Call Code will have the effects desired by Customer, (b) regularly check for updates to the Authorized Software
Tools and the Service APIs, and (c) make appropriate updates to any of its API Call Code and its modifications to the
Community Software Tools it uses. JumpCloud reserves the right to deprecate any Service APIs or Software Tools (including
Community Software Tools).
2.8 Third-Party Software. The Service or Software Tools may enable Customer to download or install third-party
software on Systems. Such third-party software is entirely the responsibility of Customer; JumpCloud has the right, but is
not obligated to, vet, review, evaluate, or scan such third-party software.
2.9 Third-Party Authentication. The Service may enable Users to use third-party authentication services to sign on to
the Service (e.g., single sign on (SSO) to access third-party accounts such as Google, Slack, and GitHub) (“Third-Party
Authentication”). Customer acknowledges and agrees that: (a) JumpCloud is entitled to rely on any authentication provided
via any such Third-Party Authentication; (b) JumpCloud will not be responsible or liable, directly or indirectly, for the security
of any Third-Party Authentication, or any damage or loss caused by or in connection with the use of or reliance on any ThirdParty Authentication; (c) each applicable Third-Party Authentication provider is a separate data controller with respect to
such provider’s processing of Customer Data; (d) any use of such Third-Party Authentication is subject to such provider’s
privacy practices and JumpCloud does not control the processing of Customer Data by any such provider; and (e) if any User
decides to enable, integrate, access, or otherwise use Third-Party Authentication in connection with such User’s use of the
Service, any such use is governed solely by the terms, conditions, and policies of such Third-Party Authentication. ANY USE
OF THIRD-PARTY AUTHENTICATION IS DONE AT SUCH USER’S (AND CUSTOMER’S) RISK. JUMPCLOUD IS NOT RESPONSIBLE
FOR AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR
IMPLIED, WITH RESPECT TO ANY THIRD-PARTY AUTHENTICATION OR THE SECURITY THEREOF.
2.10 Channel Partners. If Customer has entered into an arrangement with an authorized JumpCloud channel partner
with respect to the Service (such as a reseller) (“Channel Partner”), JumpCloud may delegate or novate any of its obligations
under these Terms to such Channel Partner (e.g., support services and payment collection), and JumpCloud will not have
any obligation to provide novated services to Customer (because the Channel Partner will have such obligation directly to
Customer). Any nonpayment of applicable Service Fees by Customer or by such Channel Partner to JumpCloud will be a
breach of these Terms.
3. FEES; PAYMENTS.
3.1 Free Accounts. JumpCloud offers a free version of the Service for up to 10 Users (the “Free Tier”). Customers in
the Free Tier (each, a “Free Tier Customer”) are permitted to have up to 10 Users and 10 Systems authorized to access the
Service without the payment of any fees for those 10 Users and 10 Systems. In addition, Free Tier Customers are permitted
to access JumpCloud’s Knowledge Base located at: https://support.jumpcloud.com/. No additional support is provided to
Free Tier Customers.
3.2 Fees. Customer will pay JumpCloud all fees identified on the applicable Order or described in these Terms (the
“Service Fees”), which includes all fees in connection with these Terms, including support fees and fees for Add-Ons) in
accordance with the applicable Order and this Section 3 (Fees; Payments). All Service Fees will be paid in U.S. Dollars.
Customer will make all payments of the Service Fees to JumpCloud without reduction for any fees or charges applicable to
Customer’s method of payment (e.g., wire fees). JumpCloud may charge Customer (and Customer will pay JumpCloud) for
the amount of any such fees to the extent Customer’s payment is made net of any such fees. JumpCloud may offer
additional features or functionality relating to the Service that are not included in the Service subscription purchased by
Customer pursuant to an Order (“Add-Ons”) for the additional fees described on the Site. Customer acknowledges that
JumpCloud may, upon prior notice to Customer, charge Customer the full list prices for Customer’s use (after such notice)
of any such Add-Ons beyond those included in the applicable Order. To the extent any such Add-Ons are otherwise eligible
for any packaged or bundled pricing discounts, such discounts will not apply to unauthorized access or use of such Add-Ons
by Customer. Notwithstanding the foregoing, JumpCloud may permit Customer to use Add-Ons on a trial basis, without the
payment of any additional fees, for up to 30 days or as otherwise agreed by JumpCloud.
3.3 Users and Systems. If Customer is a non-Free Tier Customer: Customer will pay JumpCloud for all Users, at the
applicable per-User Service Fees described in the Order; Customer may authorize up to 4 Systems per User; Customer will
be invoiced 25% of the then-current per-User Service Fee list price for each System that accesses or is authorized to access
the Service in excess of this limit (for example purposes only, if Customer has 20 Users, Customer will be invoiced for each
System authorized in excess of 80 Systems). Solely for purposes of calculating Service Fees under this Section 3 (Fees;
Payments), the term “User” will not include any User that (a) is solely an Administrator or (b) is otherwise identified by
JumpCloud as being excluded from the payment of fees under these Terms.
3.4 High-Water Marks. The Service Fees for each calendar month will be calculated based on the maximum number
of Users and of Systems at any time during the month (the “High-Water Mark” of Users and of Systems). For purposes of
calculating the High-Water Marks, for example purposes only: if there are 20 Users and 80 systems at the beginning of the
month, and then during that month, (i) 5 Users are added and 2 are later deleted, and (ii) 25 Systems are added, then: (a)
the High-Water Mark of Users for that month would be 25 Users (and the Service Fees for such month would be based on
25 Users), and (b) the High-Water Mark of Systems for that month would be 105 Systems (and the Service Fees for such
month include the excess System fee described in Section 3.3 (Users and Systems) for 5 Systems in excess of 100).
3.5 Committed Period Subscriptions. If the Order shows that Customer will pay for a committed period, such as a set
number of months or years, all Service Fees will be invoiced in advance at the billing frequency specified in the applicable
Order based on the number of Users and of Systems specified in such Order (the “Committed Quantity” of Users and of
Systems). If the High-Water Mark of Users and/or Systems for Customer exceeds the applicable Committed Quantity in any
month, JumpCloud will invoice, and Customer will pay, the difference between each Committed Quantity and each HighWater Mark, based on the Service Fees calculation described in Section 3.4 (High-Water Marks), for such month.
3.6 Monthly Subscriptions. For monthly subscriptions, all Service Fees will be invoiced on a monthly basis in arrears
(“Monthly Fees”). Full Monthly Fees will be charged for every full or partial calendar month that the Service is used, based
on the High-Water Marks for such months.
3.7 Payment Card Authorization. Unless otherwise stated in the applicable Order, JumpCloud will charge (and
Customer hereby authorizes JumpCloud to charge) Customer’s provided payment card as of the date the invoice is
generated, for (a) all Monthly Fees, (b) all Service Fees for any billing frequency (other than monthly) specified in the
applicable Order, (c) all Service Fees for the Committed Quantities applicable as of the date the applicable invoice is
generated, (d) all Service Fees for any applicable Renewal Order Term (as defined below), at the time of such renewal, and
(e) the amount of any past due Service Fees, plus late charges, if any, due to JumpCloud under these Terms. If the Monthly
Fees are less than $1,000, a payment card is required unless otherwise agreed to by JumpCloud. JumpCloud’s payment card
processor will retain Customer’s payment card information for purposes of this Section 3.7 (Payment Card Authorization).
3.8 Payment Terms and Taxes. All fees are due to JumpCloud within 15 days after the date of the applicable invoice
(except as provided in Section 3.7 (Payment Card Authorization) or as otherwise mutually agreed to by the parties in the
Order). Claims for adjustment of any invoiced or charged Service Fees must be submitted by Customer within 15 days of
the date of the sales receipt and/or invoice (as applicable). Claims must be submitted by Customer electronically to
JumpCloud at email@example.com. If any amounts are disputed in good faith, Customer will pay the remaining amounts
when due and payment of such undisputed amounts may not be withheld for any reason. Any undisputed amount that is
not paid when due may accrue a late fee of 1.5% per month or the maximum rate permitted by applicable law, whichever
is less, from the due date until paid. In addition, Customer will reimburse JumpCloud for all costs (including reasonable
attorney and collection agency fees) associated with collecting delinquent or dishonored payments. All Service Fees exclude,
and Customer will be responsible for, all sales, use, excise, and other taxes applicable to the transactions contemplated by
these Terms, except for taxes based on JumpCloud’s net income. If Customer is legally obligated to make any deduction or
withholding from any Service Fees payment under these Terms, it will also pay whatever additional amount is necessary to
ensure that JumpCloud receives the full amount otherwise receivable had there been no deduction or withholding
obligation. All Service Fees due under these Terms are non-refundable, except as expressly provided in Section 6.5 (Effect
of Termination) and Section 9.1 (Claims Against Customer).
4. CUSTOMER RESPONSIBILITIES.
4.1 Limitations. Customer agrees that Customer will not: (a) interfere with, disrupt, create an undue burden on, alter,
translate, or modify the Service, or the networks, systems, or services connected to the Service (through scripts or
otherwise); (b) perform penetration tests or any other security tests on the Service; (c) without JumpCloud’s express written
permission, introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate
automated searches, requests, or queries, or strip or mine data from the Service; (d) create derivative works of the Service,
or reverse engineer, reverse compile, reverse assemble or do any other operation with any aspect of the Service that would
reveal any source code, trade secrets, know-how or other proprietary information; (e) access the Service in order to build
a competitive product or service; (f) infringe any JumpCloud intellectual property rights; (g) permit any third party to access
and/or use the Service, other than the Users authorized under these Terms; (h) except as expressly permitted in an Order,
rent, lease, loan, or sell access to the Service to any third party, or use the Service on behalf of any third party (except to
the extent the third party is a contractor of Customer and authorized by Customer as a User); (i) perform or publish any
performance or benchmark tests or analyses relating to the Service or the use thereof; (j) access or use the Service APIs in
any way that is not expressly permitted in the Documentation; or (k) exercise any rights in excess of those granted in Section
2 (Service) or access or use the Service or any feature thereof (including via any API) in excess of any usage limitations
described in these Terms or any Order or as permitted by JumpCloud.
4.2 Availability. Customer is responsible for obtaining all services and technologies necessary to access to the Service
and Customer understands that such access may involve third-party fees and costs (such as Internet service provider or
airtime charges). Customer is responsible for all such fees and costs.
4.3 Usernames and Passwords. Customer is solely responsible for maintaining the confidentiality of all Customer
usernames and passwords. Customer agrees (a) not to allow a third party to use its account, usernames, or passwords at
any time, except as expressly permitted under these Terms; and (b) to notify JumpCloud promptly of any actual or
reasonably suspected unauthorized use of or access to its account, usernames, or passwords, or any other breach or
suspected breach of these Terms of which it becomes aware. JumpCloud reserves the right to terminate or suspend any
username that JumpCloud reasonably determines may have been used or accessed by an unauthorized third party or an
individual or entity other the User to whom such username and password was originally assigned.
4.4 Users; Sub-Accounts. Customer is responsible for all acts and omissions of its Users, and for all activities that occur
under Customer’s account, including all sub-accounts created by or for Customer. Customer and/or an Administrator, may
create an unlimited number of sub-accounts. For purposes of determining Service Fees, the High-Water Mark, and any
Committed Quantity, the total number of Users and of Systems across any one Customer business entity, including all
affiliates of such Customer business entity, will be summed across all such sub-accounts.
4.5 Administrators. Customer and each Administrator authorize JumpCloud to rely upon communications from any
Administrator with respect to the Service, including instructions to delete and/or add Users, Systems, and/or accounts as
contemplated under Section 4.4 (Users; Sub-Accounts) above. JumpCloud may disclose Customer Data and Usage Data to
any Administrator. Without limiting the foregoing, if Customer provides its unique Customer identification information for
the Service to an Administrator, that will be considered conclusive proof that such Administrator has authority to act on
Customer’s behalf with respect to the Service without further notice from Customer. JumpCloud has the right, but is not
obligated to, confirm any instructions received from an Administrator through JumpCloud’s internal processes and/or with
Customer, including employees of Customer who have administration rights for the Service, prior to taking action based on
instructions from an Administrator. JumpCloud will have no liability to Customer or any other person for any actions
JumpCloud takes in reliance on any communication that reasonably appears to be from an Administrator. Each
Administrator represents and warrants that they have the requisite authorization from Customer to enable JumpCloud to
rely upon communications from the Administrator with respect to the Service and Customer.
4.6 Certifications. JumpCloud may offer from time to time certain online training courses that Administrators can
choose to complete to earn JumpCloud certifications. Separate terms apply to the training courses and the certification
process. Certifications are not an endorsement of the Administrator by JumpCloud, nor does a certification represent that
the Administrator is performing services on behalf of JumpCloud.
4.7 Authority. Customer represents and warrants that it has the authority (a) to disclose to JumpCloud, and to permit
JumpCloud to collect and process, Customer Data and Usage Data in connection with, and in accordance with, these Terms,
and (b) to take any and all actions that it takes in using the Service, including (i) actions performed on or in connection with
any System owned or controlled by any User on which any JumpCloud Agent is installed, and (ii) installing any third-party
5. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JUMPCLOUD AND ITS SUPPLIERS AND
LICENSORS DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY
KIND, EXPRESS OR IMPLIED, WHETHER ORAL OR WRITTEN, INCLUDING ANY AND ALL REPRESENTATIONS, WARRANTIES, OR
CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONTINUOUS OR
ERROR-FREE OPERATION, QUALITY OF SERVICE, QUIET ENJOYMENT, OR SYSTEM INTEGRATION, IN EACH CASE ARISING
FROM OR RELATED TO THESE TERMS, THE SERVICE, SOFTWARE TOOLS, THIRD-PARTY SOFTWARE, OR JUMPCLOUD AGENTS.
6. TERM, TERMINATION, AND SUSPENSION.
6.1 Term. Unless otherwise expressly provided in the applicable Order, these Terms will become effective the earlier
of the date you (a) begin using the Service, or (b) complete an Order, and will continue until the earlier of (i) the date these
Terms are terminated as provided in these Terms, and (ii) all Orders entered into under these Terms expire or are
terminated as provided in these Terms and in each such Order (“Term”).
6.2 Order Renewal. Following the initial term under any Order (the “Initial Order Term”), except as otherwise provided
in the Order, such Order will automatically renew for additional periods equal to the duration of the Initial Order Term
(each, a “Renewal Order Term” and together with the Initial Order Term, each and “Order Term”), unless a party has given
the other party written notice of its intent to not renew such Order at least 30 days prior to the end of the then-current
Order Term. JumpCloud may increase Service Fees by giving Customer notice, and such increased Service Fees will not
apply until the first Renewal Order Term that starts at least 30 days after such notice. Though Customer may renew an
Order for a longer duration than the then-current Order Term (e.g., a monthly subscription may be renewed as an annual
subscription), Customer may not renew any Order for a lesser duration than the then-current Order Term (e.g., an annual
subscription may not be renewed as a monthly subscription) unless JumpCloud and Customer enter into a new Order for a
shorter Order Term. If Customer purchases an annual subscription, the Committed Quantities (for Users and Systems) in
any Renewal Order Term will be the greater of (a) the Committed Quantities in the preceding Order Term, and (b) the
highest High-Water Marks for the last three (3) calendar months in the preceding Order Term.
6.3 Termination. Except as otherwise provided for in these Terms, either party may terminate these Terms upon the
material breach of the other party, if such breach remains uncured for 30 days (or 10 days for payment obligations) following
the breaching party’s receipt of written notice of the breach.
6.4 Suspension. If (a) Customer fails to make payment for any applicable Service Fees due under these Terms and does
not cure the same within 10 days after receiving notice thereof, (b) Customer exceeds any usage limitation described in
these Terms and does not either cure the same or pay for such excess usage within 10 days after receiving notice thereof,
(c) Customer breaches any of subsections “(a)-“(c)” of Section 4.1 (Limitations), or (d) there is a threat to the security or
technical integrity of the Service, JumpCloud has the right (i) to suspend Customer’s access to the Service, or (ii) to delete a
sufficient number of Users and of Systems such that the number of Users and of Systems is 10 or less, and to treat Customer
as a Free Tier Customer, in each case until such time as JumpCloud determines that Customer is in compliance with these
Terms and/or that such threat has been addressed.
6.5 Effect of Termination.
(a) Upon any termination or expiration of these Terms: (i) Customer will promptly pay JumpCloud all amounts
owed under these Terms without regard to whether any invoices had been previously issued; (ii) all outstanding Orders will
be immediately terminated; and (iii) Customer’s license and access to the Service will be terminated. Notwithstanding the
foregoing, if the number of Users and of Systems is 10 or less at the date of expiration, or termination is due to Customer’s
failure to pay any Service Fees when due, then JumpCloud has the right, in its discretion, to treat Customer as a Free Tier
Customer in accordance with these Terms.
(b) Customer may access Customer Data up to the effective date of termination or expiration. Following any
termination or expiration of these Terms, Customer may request deletion of Customer Data by emailing JumpCloud and
JumpCloud will delete Customer Data following its receipt of such request. Proper authentication, including Customer’s
unique customer identification information, will be required prior to deletion of Customer Data.
(c) In the event Customer terminates these Terms pursuant to Section 6.3 (Termination), JumpCloud will
refund Customer, on a pro-rated basis, the amount of unearned Service Fees, if any such Service Fees have been paid in
advance by Customer. Except where JumpCloud has terminated these Terms and Customer has become a Free Tier
Customer, Customer will not have any rights in or to the Service after any termination or expiration of these Terms.
Sections 1 (Definitions), 2.6 (Usage Data), 2.9 (Third-Party Authentication), 3 (Fees; Payments), 4.1 (Limitations), 5
(Disclaimer), 6.5 (Effect of Termination), and 7 (Ownership) through 11 (General Provisions) will survive any termination or
expiration of these Terms.
7.1 Ownership of Service. As between JumpCloud and Customer, JumpCloud owns all right, title, and interest in and
to the Service and Documentation, including any and all intellectual property and other proprietary rights in each of the
foregoing. Customer acknowledges and agrees that (a) it does not acquire any rights, express or implied in or to the Service,
except as specifically provided in these Terms, and (b) any configuration or deployment of the Service will not affect or
diminish JumpCloud’s rights, title, and interest in and to the Service. All brand, product, and service names and marks used
in the Service which identify JumpCloud are proprietary names and marks of JumpCloud. All brand, product, and service
names and marks used in the Service which identify third parties or their products or services are proprietary names and
marks of such third parties. Nothing in the Service will be deemed to confer on any Customer or any third party any license
or right with respect to any such name or mark. Customer may not publish, distribute, extract, reuse, or reproduce and
content from the Site or the Service in any form other than in accordance with these Terms. Customer will not remove,
alter, or obscure any proprietary notices (including copyright notices) of JumpCloud or its suppliers on the Service or
Documentation. Customer hereby grants JumpCloud an irrevocable license to exercise any and all rights in the API Call Code
that it disclosed to JumpCloud.
7.2 Ownership of Customer Data. As between JumpCloud and Customer, Customer Data will at all times remain the
property of Customer or its licensors. JumpCloud will have no rights in Customer Data other than the limited right to use
such Customer Data as required for JumpCloud to perform the Service for Customer in accordance with these Terms.
7.3 License to Feedback. “Feedback” means any and all Customer or User suggestions regarding new features,
functionality, or performance for the Service, including suggestions submitted through the Site. Customer hereby grants to
JumpCloud a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use such Feedback for
any lawful purpose, including the development or improvement of features or functionality for the Service. JumpCloud will
not identify Customer as the source of any such Feedback.
8. CONFIDENTIAL INFORMATION.
8.1 Definition. “Confidential Information” means all information of the Disclosing Party (as defined below) disclosed
to the Receiving Party (as defined below) that is marked or identified as confidential or disclosed in circumstances that
would lead a reasonable person to believe such information is confidential. All information regarding the Service will be
considered JumpCloud’s Confidential Information, notwithstanding any failure to mark or identify it as such. The
relationship of the parties created by these Terms is not Confidential Information. Customer’s Confidential Information and
Customer Data specifically excludes any Customer contact data collected by JumpCloud and used by JumpCloud for
communication and marketing purposes (e.g., for managing JumpCloud’s relationship with Customer). Customer will
provide JumpCloud accurate and current contact information for invoices and related communications.
8.2 Protection. The party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing
Party”) will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by these
Terms, and will disclose the Confidential Information of the Disclosing Party only to the employees, independent
contractors, or agents of the Receiving Party who have a need to know such Confidential Information for purposes of these
Terms and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duties under these Terms.
The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure
in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and
with no less than reasonable care.
8.3 Exceptions. Confidential Information does not include information that: (a) was already lawfully known to the
Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who
had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the
Receiving Party has become, generally available to the public (including any information made available on the Site that is not
protected by confidentiality obligations); or (d) is independently developed by the Receiving Party without access to, or use
of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information of
the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party; (ii) necessary for
the Receiving Party to enforce its rights under these Terms in connection with a legal proceeding; or (iii) required by law or
by the order of a court or similar judicial or administrative body, provided that (if permitted by law) the Receiving Party
promptly notifies the Disclosing Party of such required disclosure in writing prior to making such disclosure and cooperates
with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit
the scope of such required disclosure. Notwithstanding the foregoing, JumpCloud may use Customer’s name and logo
in JumpCloud’s marketing materials that include a customer list.
8.4 Return or Destruction of Confidential Information. Upon termination or expiration of these Terms, or upon
written request of the Disclosing Party, the Receiving Party immediately will return or destroy any and all materials containing
any Confidential Information (including information stored on computer hard drive or cloud application or otherwise and all
copies, reproductions, and summaries thereof, no matter by whom prepared, but excluding Usage Data) and certify the return
or destruction in accordance with the Disclosing Party’s request.
8.5 Equitable Relief. Breach of this Section 8 (Confidential Information) could cause irreparable harm and damage.
Thus, in addition to all other remedies available at law or in equity, the disclosing party shall have the right to seek equitable
and injunctive relief, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred
in connection with such unauthorized use.
9.1 Claims Against Customer. JumpCloud will defend, at its own expense, any third-party claim, suit, or action against
Customer to the extent that such claim, suit, or action is based upon an allegation that the Service infringes any U.S.
intellectual property rights of such third party (“Customer Claim”), and JumpCloud will indemnify and hold Customer
harmless from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees)
awarded in such Customer Claim or those costs and damages agreed to in a monetary settlement of such Customer Claim.
The foregoing obligations are conditioned on Customer: (a) promptly notifying JumpCloud in writing of such Customer
Claim; (b) giving JumpCloud sole control of the defense thereof and any related settlement negotiations, (provided that
JumpCloud will not enter into any settlement of any such claim, suit, or action that does not contain a full release of
Customer’s liability without Customer’s prior written approval, which approval will not be unreasonably withheld,
conditioned, or delayed); and (c) cooperating and, at JumpCloud’s request and expense, assisting in such defense.
Notwithstanding the foregoing, JumpCloud will have no obligation under this Section 9.1 (Claims Against Customer) or
otherwise with respect to any claim based upon: (i) any use of the Service not in accordance with these Terms; (ii) any use
of the Service in combination with products, equipment, software, or data not supplied by JumpCloud if such infringement
would have been avoided without the combination with such other products, equipment, software, or data; or (iii) any
Customer-provided API Call Code or any modification to any part of the Service by any person other than JumpCloud or its
authorized agents or subcontractors. If use of the Service is, or in JumpCloud’s opinion is likely to become, enjoined, or if
use of the Service infringes or could be found to infringe the intellectual property rights of any third party, then JumpCloud
may at its discretion: (1) modify the Service so that it is non-infringing; (2) replace the portion of the Service that infringes
or allegedly infringes with non-infringing components that are functionally equivalent; (3) obtain a license that will enable
Customer to continue use of the Service as provided under these Terms; or (4) if none of the foregoing are commercially
reasonable for JumpCloud, terminate these Terms and refund any prepaid but unused Service Fees. In addition, if Customer
receives access to the Service through an arrangement with a Channel Partner, JumpCloud will have no obligations under
this Section 9.1 (Claims Against Customer) with respect to Customer. THIS SECTION 9.1 (CLAIMS AGAINST CUSTOMER)
STATES JUMPCLOUD’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
9.2 Claims Against JumpCloud. Customer will defend, at its own expense, any third-party claim, suit, or action against
JumpCloud to the extent that such claim, suit, or action arises from or relates to any breach by Customer of Section 4
(Customer Responsibilities) (each, a “JumpCloud Claim”), and Customer will indemnify and hold JumpCloud harmless from
and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) awarded in such
JumpCloud Claim or those costs and damages agreed to in a monetary settlement of such JumpCloud Claim. The foregoing
obligations are conditioned on JumpCloud: (a) promptly notifying Customer in writing of such JumpCloud Claim; (b) giving
Customer sole control of the defense thereof and any related settlement negotiations (provided that Customer will not
enter into any settlement of any such claim, suit, or action that does not contain a full release of JumpCloud’s liability
without JumpCloud’s prior written approval, which approval will not be unreasonably withheld, conditioned, or delayed);
and (c) cooperating and, at Customer’s request and expense, assisting in such defense. Notwithstanding the foregoing,
Customer will have no obligation under this Section 9.2 (Claims Against JumpCloud) or otherwise with respect to any claim
to the extent it is based upon the gross negligence or intentional misconduct of JumpCloud. In addition, each Administrator
will indemnify, defend, and hold JumpCloud harmless for any third-party claim, suit, or action against JumpCloud to the
extent that such claim, suit, or action arises from or relates to such Administrator lacking the requisite authority to bind
Customer to these Terms or act as Customer’s agent in its performance under these Terms.
10. LIMITATIONS ON LIABILITY. EXCEPT WITH RESPECT TO SECTION 4 (CUSTOMER RESPONSIBILITIES) AND SECTION 8
(CONFIDENTIAL INFORMATION): (A) IN NO EVENT WILL A PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE), OR FOR ANY LOST PROFITS, INTERRUPTED
COMMUNICATIONS, OR LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS
WILL EXCEED THE GREATER OF (I) $100, AND (II) THE AMOUNT OF SERVICE FEES PAID OR PAYABLE BY CUSTOMER TO
JUMPCLOUD DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS FIRST GIVING RISE TO ANY
11. GENERAL PROVISIONS.
11.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Colorado
without giving effect to any rule or law that would apply the law of another jurisdiction. Each party hereby irrevocably and
exclusively submits to the process, jurisdiction, and venue of the courts located in the State of Colorado for purposes of suit
or other proceedings arising out of or relating to these Terms or the subject matter hereof. In the event that a suit is brought
to enforce the terms and conditions of these Terms, the prevailing party will be entitled to its reasonable attorneys’ fees
11.2 Compliance with Laws. Each party will comply with all laws, rules, and regulations applicable to such party while
performing under these Terms.
11.3 Severability; Waiver. If any provision of these Terms is held to be invalid or unenforceable for any reason, the
remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace
any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid
provision. Neither party will be deemed to have waived any of its rights under these Terms by lapse of time or by any
statement or representation other than by an authorized representative in an explicit written waiver. The waiver by either
party of a breach of any provision of these Terms will not constitute an ongoing or future waiver of such breach or provision.
11.4 Force Majeure. Except for any payment obligations, neither party will be liable under these Terms by reason of
any failure or delay in the performance of its obligations under these Terms as a result of any cause which is beyond the
reasonable control of such party.
11.5 Headings; Interpretation. Headings used in these Terms are for reference purposes only and in no way define,
limit, construe or describe the scope or extent of such section or in any way affect these Terms. The words “includes” and
“including” are not considering limiting in any way and mean “includes/including without limitation”.
11.6 Assignment. Neither party may assign or transfer, by operation of law or otherwise, these Terms, or any of its
rights under these Terms or delegate any of its duties under these Terms to any third party without the other party’s prior
written consent; except pursuant to a transfer of all or substantially all of such party’s business and assets to which these
Terms relate, whether by merger, sale of assets, sale of stock, or otherwise, which will not require the other party’s consent.
Any attempted assignment or transfer in violation of the foregoing will be void. These Terms will inure to the benefit of and
be binding upon any permitted successors or assigns.
11.7 Independent Contractors. The parties to these Terms are independent contractors, and no agency, partnership,
joint venture, or employee-employer relationship is intended or created by these Terms. Neither party will have the power
to obligate or bind the other party.
11.8 Notice. Any notices to JumpCloud required or permitted under these Terms will sent to JumpCloud at the postal
address below, or at such other address as JumpCloud will specify in writing. Any notices to Customer required or permitted
under these Terms will be given at the email address provided by Customer in the Order, or at such other email address as
Customer will specify in writing. Such notice will be deemed given upon personal delivery; if sent by email, upon a
confirmation response; or if sent by overnight courier, one (1) day after the date of delivery to the courier.
361 Centennial Parkway, Suite 300
Louisville, CO 80027
11.9 Customer Communication. Customer understands and agrees that the Service requires periodic email
communication including password resets, notifications, and other critical emails. Further, Customer understands and
agrees that without email communication Customer will not be able to receive customer support, maintenance
notifications, upgrade announcements, and other critical information to operate the Service. As a result, by purchasing
access to the Service, Customer is consenting to JumpCloud’s email communications with (and notices sent to)
administrative contacts supplied by Customer.
11.10 Government End Users. The Service, JumpCloud Agents and Documentation are “commercial items” as that term
is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software
documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1
through 227.7202-4, all U.S. Government end users acquire the Service, JumpCloud Agents and Documentation with only
those rights provided in these Terms.
11.11 Export. Customer will not: (a) permit any third party to access or use the Service in violation of any U.S. law or
regulation; or (b) export, directly or indirectly, any technical data acquired from JumpCloud pursuant to these Terms or any
product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export
requires an export license or other governmental approval without first obtaining such license or approval, or otherwise
remove from the United States any such technical data or any product utilizing such data except in compliance with all
applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer will not permit any third
party to access or use the Service in, or export any such technical data or product utilizing such data to, a country subject
to a United States embargo (as of the “Last Updated” Date, Cuba, Iran, North Korea, Sudan, and Syria).
11.12 Entire Agreement. These Terms set forth the entire understanding and agreement of the parties and supersedes
any and all oral or written agreements or understandings between the parties as to the subject matter of these Terms.
However, if you and JumpCloud have executed a written “Directory-As-A-Service® Agreement”, that agreement will apply
and govern the relationship between you and JumpCloud, instead of these Terms. Any standard terms associated with a
Customer purchase order, Customer ordering document, or Customer invoice submission system or other portal are hereby
rejected (regardless of any electronic or online indication of agreement to the same), will be not binding on the parties, and
will be of no consequence whatsoever in interpreting the parties’ legal rights and responsibilities as they pertain to these
Terms (including any billing or payment requirements) or the Service. To the extent of any conflict between the provisions
of these Terms and the provisions of any Order, the provisions of these Terms will govern, except that those provisions of
an Order that expressly identify the conflicting provision of these Terms to be superseded will govern (solely to the extent
of the conflict). Neither party is relying upon any warranties, representations, assurances, or inducements not expressly
provided in these Terms.
LAST UPDATED: August 12, 2021