Welcome to JumpCloud. Please read the following terms and conditions of service (“Terms”) carefully as they contain the legal terms and conditions that you agree to when you access or use JumpCloud Service (defined below) provided to you by JumpCloud, Inc. (“JumpCloud,” “we,” “our,” or “us”) through the JumpCloud web site (the “Site”). JumpCloud provides an online service that assists customers in the management, monitoring and security of such customers’ users and device infrastructure. Customer (defined below) desires to subscribe to the JumpCloud Service in order to allow its authorized users (“Users”) to use the JumpCloud Service on the terms and conditions set forth herein, and JumpCloud desires to provide access to the JumpCloud platform and provide the JumpCloud Service on the terms and conditions set forth herein.
BY ACCESSING OR USING THE SERVICE YOU AGREE TO BE BOUND BY THE TERMS OF SECTION A AND SECTION C BELOW, WHICH CONTAIN PROVISIONS APPLICABLE TO ALL USERS OF THE SERVICE, INCLUDING CASUAL VISITORS TO THE SITE. IF YOU CHOOSE TO REGISTER FOR AND CREATE AN ACCOUNT ON THE SITE, YOU AGREE TO BE BOUND BY THE TERMS SET FORTH IN SECTION B, IN ADDITION TO THE TERMS OF SECTION C. YOU ALSO ACKNOWLEDGE THAT YOUR SUBMISSION OF THE CREDIT CARD PAYMENT FORM SERVES AS YOUR AGREEMENT TO THESE TERMS.
TERMS APPLICABLE TO REGISTERED USERS
1. Order Process; Agreement.
“Agreement” means these Terms and any terms provided or made available to you during the ordering or registration process (“Order Process”) into which these Terms are incorporated, including without limitation all pricing and payment terms.
You agree that you are an employee or agent of the business entity or person (“Customer”) and are entering into this Agreement for use of the Service by Customer for Customer’s own business purposes. You hereby agree that you enter into this Agreement on behalf of Customer and that you have the authority to bind Customer to this Agreement.
JumpCloud is willing to provide the Service to Customer only on the condition that you accept all of the terms in this Agreement. By accessing or otherwise using the Service, you acknowledge that you have read this Agreement, understand this Agreement and that Customer agrees to be bound by all of the terms of this Agreement. You also acknowledge that registering for and creating an account on Site or your installation of any JumpCloud Agent (defined below) serves as Customer’s agreement to this Agreement.
If you do not agree to the terms and conditions of this Agreement, JumpCloud is unwilling to provide or make the Service available to Customer, and therefore, cancel and do not complete the registration process or otherwise use the Service. If you do not accept this Agreement, Customer should immediately cease any use of the Service.
In the case of inconsistencies between these Terms and information included in other materials (e.g., promotional materials and mailers), these Terms shall always govern and take precedence. In the case of inconsistencies between these Terms and the Order Process, the Order Process shall always govern and take precedence.
Amendment of Terms.
You agree that JumpCloud retains the right to amend this Agreement and its service offerings and prices at any time, for any reason, upon notice to you. You agree to review the posting of this Agreement periodically to be aware of such changes. Continued use of the Services constitutes acceptance of any amendments, additions, or modifications to this Agreement. Any amendments or modifications made by JumpCloud shall be prospective only. You shall be bound by all such modifications, whether or not you have notice thereof. If you continue to use the Service, after any amendments or modifications are made you shall be deemed to have accepted those changes.
Subject to the terms and conditions of this Agreement, JumpCloud shall provide access to and use of the Platform to Customer solely as necessary for Customer to use the Service. “Platform” means all technology and intellectual property, including any hardware and software, used by JumpCloud to configure and deliver the Service to Customer in accordance with this Agreement. “Service” means JumpCloud’s user and device monitoring, management, and security service provided by JumpCloud using the Platform pursuant to this Agreement. Customer may also install the JumpCloud software agent code (“Agent”) in order to implement the Service.
Access and Use Rights.
JumpCloud grants you a personal, limited, revocable, non-exclusive and non-transferable right to access and use the Platform and Service and install the Agent. These rights are exclusive to you and you may not sublicense the use of the Platform. JumpCloud expressly retains all ownership rights, title and interest in and to all aspects of the Service and the Platform, including, but not limited to, all current and future patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights included or embodied in the Platform. You may leverage our available APIs, but You may not modify the Platform, create derivative works of the Platform, or reverse engineer, reverse compile, reverse assemble or do any other operation with the Platform that would reveal any source code, trade secrets, know-how or other proprietary information. These rights shall not be construed or interpreted as granting or providing rights to you to use, reproduce, modify, distribute, perform, display, possess or control the source code or any other aspect of the Platform. You may not remove or modify any notice of confidentiality, trade secret, trademark or copyright encoded or embodied in the Platform or displayed by, on, or in the Platform. You may use the Platform only while these Terms remain in effect. You may manage up to four (4) Systems per free or paid User on the Platform. A System is defined as any device connected to JumpCloud’s Directory-as-a-Service® through any of the connection protocols supported by the Platform. If more than 4 Systems per User are being managed in any one month, you may be subject to an additional fee of $2.50 per incremental System. Under no circumstances shall you have any rights of any kind in or to the Platform after any termination or expiration of your agreement to these Terms for any reason.
Administrative Usernames and Passwords.
JumpCloud shall provide Customer a unique username and password to enable Customer to access the Platform pursuant to this Agreement. Customer acknowledges and agrees that only the authorized number of users, if applicable, are entitled to access the Platform with the username and password provided to Customer. Customer is responsible for maintaining the confidentiality of all Customer usernames and passwords, and is solely responsible for all activities that occur under these usernames. Customer agrees (a) not to allow a third party to use its account, usernames or passwords at any time; and (b) to notify JumpCloud promptly of any actual or suspected unauthorized use of its account, usernames or passwords, or any other breach or suspected breach of this Agreement. JumpCloud reserves the right to terminate any username and password, which JumpCloud reasonably determines may have been used by an unauthorized third party or an individual other than the Customer to whom such username and password was originally assigned.
“Usage Data” means any and all data collected or generated by JumpCloud or Customer in connection with the Service (including without limitation, any information of or related to device data and information, login passwords, public keys, network monitoring, analysis in an aggregated form. You acknowledge and agree that we may (i) internally use and modify any Usage Data solely for the purposes of providing services to Customer and in certain cases we may leverage learnings derived from Usage Data to enhance the Services for you and other customers, and (ii) freely use and publish aggregated data for our business purposes without restriction; provided that we do not disclose any Customer Content (as defined below) or Confidential Information. JumpCloud may use all Usage Data for any lawful purpose, provided that JumpCloud shall not disclose or use any Customer Content in violation of this Agreement.
JumpCloud shall provide Customer with support regarding the Platform and Service in accordance with the support program you are entitled to through the Order Process. Customer shall promptly report to JumpCloud those bugs, errors and non-conformities regarding the Platform and Services of which Customer becomes aware. All support services shall be provided only to administrative Users have been assigned administrative rights in the JumpCloud Console. In no event shall JumpCloud have any obligation to provide support services directly to any non-administrative Users.
3. Fees; Payments.
Customer shall pay JumpCloud all fees as described in and in accordance with the applicable Order Process, or as described on the JumpCloud Site (“Fees”). For User-based Fees, Customer will be billed based on the total number of unique users managed during the month.
Customer shall pay all Fees described in an invoice within 30 days after Customer’s receipt of the applicable invoice. All Fees exclude, and Customer shall be responsible for, all sales, use, excise and other taxes applicable to the transactions contemplated by this Agreement, except for taxes based on JumpCloud’s income. Fees are non-refundable. JumpCloud may assess a late payment fee of the lesser of one and one-half percent per month or the maximum rate permitted by applicable law on all amounts not paid when due from the due date until paid. In the event of any failure by Customer to make payments of any undisputed Fees in accordance with this Section 3.2, JumpCloud shall be entitled to suspend its performance of the Service upon notice to Customer. All Fees shall be considered valid unless disputed by you in writing within 30 days after your receipt of the applicable invoice. No adjustments will be made for disputed Fees made more than 30 days after that date. All Fees shall be paid in U.S. dollars.
4. Customer Responsibilities
You may place Content on the Site only in accordance with the following limitations. While JumpCloud does not and cannot review all material on the Site, JumpCloud reserves the right to remove, delete, move, or edit Content that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of the law, including but not limited to copyright or trademark law, or otherwise unacceptable. JumpCloud will not be liable for the Content of any submission. You agree to indemnify and hold JumpCloud harmless for any violation of this provision. You may NOT store any of the following material on the Site or obtain any such material using the Site:
- (a) Any threatening, obscene, pornographic or profane material or any other material that could give rise to any civil or criminal liability under applicable law;
- (b) Any material that could infringe rights of privacy, publicity or copyrights without the permission of the owner of these rights and the persons (or their parents or legal guardians, where applicable) whose likenesses are displayed in the material; or
- (c) Any material sent from an anonymous or false address.
Content and Users.
As between JumpCloud and Customer, Customer shall be solely responsible for (a) all acts or omissions of Users in relation to the use of the Service, (b) all of Customer information, data, files, links, images, works of authorship, and other Customer materials submitted or made available to JumpCloud by Customer and used in connection with the Services, including information about Customer’s information technology infrastructure provided to JumpCloud (“Customer Content”) and (c) any liability that may arise from any act or omission of Users in relation to the Site and all Customer Content. Customer Content does not include any Usage Data.
Ownership of Content; License.
As between JumpCloud and Customer, Customer Content shall at all times remain the property of Customer or its licensors. JumpCloud shall have no rights in Customer Content other than the limited right to use such Customer Content as required for JumpCloud to perform the Service in accordance with this Agreement. You hereby grant, and you represent and warrant that you have the right to grant, to JumpCloud, an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your Content, and to grant sublicenses of the foregoing, solely for the purposes of including your Content in the Site and Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your Content.
Customer agrees that Customer shall not: (a) permit any party to access and/or use the Service, other than the Users authorized under this Agreement; (b) rent, lease, loan, or sell access to the Service or Platform to any third party; (c) interfere with, disrupt, alter, translate, or modify the Service, Platform or any part thereof, or create an undue burden on the Service, Platform or the networks or services connected to the Service; (d) reverse engineer or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service; (e) without Company’s express written permission, introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Service; (f) perform or publish any performance or benchmark tests or analyses relating to the Service or the use thereof; or (g) cover or obscure any page or part of the Service by any means. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Service, Platform or any part thereof. Customer may create an unlimited number of accounts, but for purposes of determining pricing (including any free offerings), the total number of users or devices across any one business entity or affiliate of the business entity shall be summed across all accounts.
It is the policy of JumpCloud to respect the privacy of individuals who visit the website, create accounts and/or provide comments to us. We collect names and other identifying and contact information from users of the Site in order to provide the Service and correspond with customers about any questions relating to the Service. JumpCloud’s collection and use of is set forth in and subject to JumpCloud’s
6. Warranties; Disclaimer.
JumpCloud warrants that it shall provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service shall materially conform to JumpCloud’s then current documentation for the Service under normal use and circumstances. If you notify JumpCloud of a breach of warranty, JumpCloud shall reperform the nonconforming service. The foregoing constitutes your sole and exclusive remedy for any breach of warranty.
JUMPCLOUD EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM OR RELATED TO THIS AGREEMENT, THE SERVICE, THE PLATFORM, THE SITE AND THE LANDING PAGE.
7. Term and Termination.
Unless otherwise expressly set forth in the Order Process, the “Term” of this Agreement shall commence on the date that Customer agrees to this Agreement and shall continue until this Agreement is terminated as set forth herein.
If Customer has selected to pay annually for the Service, Customer will be billed annually in advance (or charged via credit card) for the following twelve months of service. This term is noncancellable other than for Cause as defined below, and will automatically renew unless either party provides the other party at least thirty days prior written notice of its intention to terminate. Upon each annual renewal, JumpCloud will bill Customer based on the agreed-upon per-user per-month pricing times the total number of Users from the most recent month times twelve months. Customer will be billed monthly for any overages during the term at the agreed-upon per-user per-month pricing. However, in no event will the annual renewal fee be less than the prior renewal fee unless both parties agree to such reduction in pricing in writing.
If Customer has selected to pay monthly for the Service, Customer will be billed monthly (or charged via credit card) for each month based on either an agreed-upon flat fee, an agreed-upon variable fee or a combination thereof. Either party may terminate this Agreement by providing at least thirty days prior written notice.
Termination for Cause.
Except as otherwise provided for herein, either party may terminate this Agreement upon the material breach of the other party, if such breach remains uncured for ten days following the breaching party’s receipt of written notice of the breach.
Effect of Termination.
Upon termination or expiration of this Agreement, (a) JumpCloud shall terminate the Service and remove all copies of the Customer Content from servers within its control and (b) Customer shall promptly pay JumpCloud all amounts owed under this Agreement without regard to whether any invoices had or had not been issued. Sections 2.3, 2.4, 3, 4.3, 5, 7.5 8, 9 and 10 of Section B and all of Section C shall survive termination or expiration of this Agreement.
Ownership of Platform.
As between JumpCloud and Customer, JumpCloud owns all right, title and interest in and to the Platform and Service, including any and all intellectual property and proprietary rights in any intellectual property (including without limitation copyrights, patents rights, trade secret right, rights of reproduction, trademark rights, rights of publicity, moral rights, contract rights and the right to secure registrations, renewals, reissues, and extensions thereof) in any country or jurisdiction of the world (“Intellectual Property Rights”) related to or embodied in the Platform and Service. Customer acknowledges and agrees that (i) it does not acquire any rights, express or implied in or to the Platform or Service, except as specifically set forth in this Agreement; (ii) any configuration or deployment of the Platform shall not affect or diminish JumpCloud’s rights, title and interest in and to the Platform; and (iii) if Customer suggests any new features, functionality or performance for the Service and/or the Platform that JumpCloud subsequently incorporates into the Service and/or the Platform, JumpCloud shall have a worldwide, non-exclusive royalty-free perpetual right and license to use and incorporate such suggestions into the Service and/or the Platform. Customer acknowledges that the incorporation of such new features, functionality, or performance shall be the sole and exclusive property of JumpCloud and all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon JumpCloud pursuant to the terms of this Agreement.
Reservation of Rights.
All rights in and to Platform not expressly granted to Customer in this Agreement are reserved by JumpCloud and its suppliers. Nothing in this Agreement shall be deemed to grant, by implication, estoppel or otherwise, a license under any of JumpCloud’s existing or future intellectual property. Customer shall not remove, alter, or obscure any proprietary notices (including copyright notices) of JumpCloud or its suppliers on the Platform.
Third Party Content.
The Service contains (or you may access through the Service) links to other websites belonging to third parties (“Third Party Services”). Third Party Services and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by JumpCloud, and JumpCloud is not responsible for any Third Party Services accessed through the Service or any Third Party Content linked or posted through the Service. JumpCloud uses a third party to process payment transactions. JumpCloud does not ask for, transmit or collect your personal or payment information. Any issues with payments related to the JumpCloud Service should be directed to our third-party payment provider. JumpCloud makes no representations or warranties regarding any Third Party Content found on or through the Services or that is otherwise available using the Services. Customer represents and warrants that any Third Party Content that it uses or has access to shall not (a) be copied, altered, or redistributed by Customer without the prior written consent of the owner of such Third Party Content; or (b) be used in any documents, reports, presentations or publications by Customer without the prior written consent and without attribution to the owner and/or author of such Third Party Content or to any other sources of such Third Party Content as may be appropriate. “Third Party Content” means any information, data, results, ideas, plans, sketches, texts, files, links, images, photos, video, sound, inventions (whether or not patentable), notes, works of authorship, articles, feedback, or other materials that is either (a) provided by third parties (including other users of the Services) to the Services; or (b) made available on third party websites and linked to on the Services.
9. Confidential Information.
“Confidential Information” means all information of the disclosing party disclosed to the receiving party that is marked or identified as confidential, or disclosed in circumstances that would lead a reasonable person to believe such information is confidential. The Platform shall be considered JumpCloud’s Confidential Information, notwithstanding any failure to mark or identify it as such. The terms and conditions of this Agreement are Confidential Information of the parties, but the relationship of the parties created by this Agreement is not Confidential Information.
The party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) shall not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and shall disclose the Confidential Information of the Disclosing Party only to the employees or individual independent contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party shall 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.
The Receiving Party’s obligations under Section 9.2 above with respect to any Confidential Information of the Disclosing Party shall terminate if and when the Receiving Party can document that such information: (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 this Agreement 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 the Receiving Party 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, Customer grants JumpCloud permission to use its name in JumpCloud’s marketing materials and to publish its name, trademark and/or logo on the JumpCloud website, solely for the purpose of identifying Customer as a customer of JumpCloud.
Claims Against Customer.
JumpCloud shall defend, at its own expense, any claim, suit or action against Customer brought by a third party to the extent that such claim, suit or action is based upon an allegation that the Platform infringes any U.S. patents or any copyrights or misappropriates any trade secrets of such third party (“Customer Claim”), and JumpCloud shall indemnify and hold Customer harmless from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by Customer specifically attributable to 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; and (c) cooperating and, at JumpCloud’s request and expense, assisting in such defense. Notwithstanding the foregoing, JumpCloud shall have no obligation under this Section 10.1 or otherwise with respect to any infringement claim based upon: (1) any use of the Platform not in accordance with this Agreement; (2) any use of the Platform 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 (3) any modification of the Platform by any person other than JumpCloud or its authorized agents or subcontractors. If use of the Site or the Platform is, or in JumpCloud’s opinion is likely to become, enjoined, JumpCloud may at its discretion either: (i) modify the Platform so that it is non-infringing; (ii) replace the portion of the Platform that infringes or allegedly infringes with non-infringing components that is functionally equivalent; (iii) obtain a license that shall enable Customer to continue the use of the Site and Platform as provided hereunder; or, if none of the foregoing are commercially reasonable for JumpCloud, (d) terminate this Agreement. THIS SECTION 10.1 STATES JUMPCLOUD’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS OR ACTIONS.
Claims Against JumpCloud.
Customer shall defend, at its own expense, any claim, suit or action against JumpCloud brought by a third party to the extent that such claim, suit or action arising from or related to (i) any Customer Content, (ii) any User acts or omissions, or (iii) any failure by Customer to meet its obligations under Section 4 (each, an “JumpCloud Claim”), and Customer shall indemnify and hold JumpCloud harmless from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by JumpCloud specifically attributable to 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; and (c) cooperating and, at Customer’s request and expense, assisting in such defense. Notwithstanding the foregoing, Customer shall have no obligation under this section or otherwise with respect to any claim to the extent based upon any gross negligence or intentional misconduct of JumpCloud.
TERMS APPLICABLE TO REGISTERED AND UNREGISTERED USERS
1. Rules of Conduct
The following Rules of Conduct apply to the Site. By using any of the Site, you agree that you will not distribute any Content that:
- (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; is bigoted, hateful, or racially or otherwise offensive; is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or otherwise harms or can reasonably be expected to harm any person or entity;
- (b) is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity;
- (c) infringes or violates any right of a third party including: (i) copyright, patent, trademark, trade secret or other proprietary or contractual rights; (ii) right of privacy (specifically, you must not distribute another person’s personal information of any kind without their express permission) or publicity; or (iii) any confidentiality obligation;
- (d) is commercial, business-related or advertises or offers to sell any products, services or otherwise (whether or not for profit), or solicits others (including solicitations for contributions or donations);
- (e) contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Site or any connected network, or otherwise interferes with any person or entity’s use or enjoyment of the Site;
- (f) does not generally pertain to the designated topic or theme of the Site;
- (g) violates any specific restrictions applicable to a public forum, including its age restrictions and procedures; or
- (h) is antisocial, disruptive, or destructive, including “flaming,” “spamming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet.
We cannot and do not assure that other Users are or will be complying with the foregoing rules of conduct or any other provisions of these Terms, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.
2. Limitations on Liability.
IN NO EVENT SHALL JUMPCLOUD 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 THIS AGREEMENT EVEN IF JUMPCLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JUJMPCLOUD’S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT SHALL NOT EXCEED DAMAGES IN EXCESS OF THE AMOUNTS RECEIVED BY JUMPCLOUD DURING THE 12 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.
3. General Provisions.
This Agreement is governed 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. Both parties submit to the exclusive personal jurisdiction in Colorado and further agree that any cause of action arising under this Agreement shall be brought in a court in Denver County, Colorado.
Compliance with Laws.
Each party shall comply with all applicable laws, rules and regulations while performing under this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall 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. The waiver by either party of a breach of any provision of this Agreement shall not operate or be interpreted as a waiver of any other or subsequent breach.
Headings used in this Agreement 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 this Agreement.
Neither party may assign or transfer, by operation of law or otherwise, this Agreement, or any of its rights under this Agreement or delegate any of its duties under this Agreement 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 this Agreement relates, whether by merger, sale of assets, sale of stock, or otherwise. Any attempted assignment or transfer in violation of the foregoing shall be void. This Agreement shall inure to the benefit of and be binding upon any permitted successors or assigns.
The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-Customer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. Personnel supplied by JumpCloud shall work exclusively for JumpCloud and shall not, for any purpose, be considered employees or agents of Customer. JumpCloud assumes full responsibility for the acts of such personnel while performing services hereunder and shall be solely responsible for their supervision, direction and control, compensation, benefits and taxes.
Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given: upon personal delivery; if sent by telephone facsimile, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, five days after the date of mailing.
JumpCloud may, at its sole discretion, delegate the performance of any portion of the Service provided hereunder to any of its affiliates or to a subcontractor of JumpCloud’s choosing. JumpCloud shall require subcontractors to enter into nondisclosure or other agreements consistent with the terms of this Agreement. JumpCloud shall remain responsible for the performance of all services delegated to its subcontractors.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.
This Agreement, including the exhibits attached hereto, sets 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 this Agreement. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.