TERMS OF SERVICE

LAST UPDATED: April 2019

Welcome to JumpCloud. Please read the following terms and conditions of service carefully as they contain the legal terms and conditions of your access to and use of the Service (defined below) provided by JumpCloud, Inc. (“JumpCloud,” “we,” “our,” or “us”), including access or use of the Service through the JumpCloud website and any online ordering process, or the console that you are authorized to log in to (the “Site”). 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, you represent and warrant that you have the authority to bind such business entity to 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 such customers’ users and device infrastructure (“Service”), and Customer desires to purchase subscriptions to the Service.

The terms of service, together with the online registration information and ordering process agreed to by Customer on the JumpCloud Site, (the “Terms”), constitute the terms and conditions under which JumpCloud is willing to provide you with the Service. “Order” means electronic information submitted by Customer in the registration and ordering process in which Customer submits information about the number of Users and Systems (defined below) and other information necessary for Customer’s use of the Services.

The Terms will take precedence over any conflicting or inconsistent terms and conditions, and information included in other materials (e.g. promotional materials and mailers) on the Site. In the event of an inconsistency between these Terms and any terms in an Order, the terms of the Order will control only to the extent of such conflict.

JumpCloud may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Services after the “Last Updated” date at the top of these Terms. Your continued access to or use of the Services 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 Services.

1. SERVICE.

1.1    Service. Subject to these Terms, JumpCloud will provide its Service to Customer, including any JumpCloud Agent (as defined below), as more particularly described in an Order. Each Order will (a) reference these Terms, (b) be incorporated by reference into these Terms, and (c) be subject to the terms and conditions of these Terms. Customer is subscribing to the Service in order to allow its employees and contractors, and other individuals who are authorized by Customer or by a Third-Party Administrator (defined below) (each of which are “Users”), to use the Service on the terms and conditions set forth herein.

1.2    Access and Use Rights; Limited License. Subject to the terms and conditions of these Terms, JumpCloud grants Customer, during the Term, a personal, limited, revocable, non-exclusive, non-sublicenseable, and non-transferable right to access and use the Service identified in an Order. To access or use certain features and functionalities of the Service, Customer must install and use one or more JumpCloud software agents (each a “JumpCloud Agent”). Subject to the terms and conditions of these Terms, JumpCloud grants Customer, during the Term, non-exclusive, non-transferable, non-sublicensable license to: install and use any JumpCloud Agents, (or, with JumpCloud’s permission, JumpCloud’s publicly documented APIs) in object code form solely in order to access and use the Service via the JumpCloud Agents for Customer’s internal business purposes in accordance with such JumpCloud Agent’s documentation (or such API’s documentation). Customer shall not, and shall not permit any third party to, use the Service (including any JumpCloud Agent and any User documentation (“Documentation”)) except as expressly permitted by JumpCloud in writing, or under these Terms. Certain aspects of JumpCloud Agents may include 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 Open Source Software license. Nothing in these Terms limits Customer’s rights under, or grants Customer rights that supersede, the licenses applicable to the Open Source Software. If required by any license for particular Open Source Software, JumpCloud will make such Open Source Software, and JumpCloud’s modifications to that Open Source Software, if any, available by written request at the notice address specified herein.

1.3    Usernames and Passwords. Customer acknowledges and agrees that only the authorized number of Users, if applicable, are entitled to access the Service with the usernames and passwords created by Customer or its Users through the Service. Customer is solely responsible for maintaining the confidentiality of all Customer usernames and passwords and for all activities that occur under such usernames. 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 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 any username or password, which JumpCloud reasonably determines may have been used by an unauthorized third party or an individual or entity other the User to whom such username and password was originally assigned.

1.4    Support. JumpCloud shall provide Customer with support for the Service in accordance with the support program to which Customer is entitled as set forth in the Order or on the Site. Customer shall promptly report to JumpCloud those bugs, errors, and non-conformities regarding the Service of which Customer becomes aware. Support services shall be provided only to Users who have been assigned administrative rights in the JumpCloud user management console. JumpCloud is not obligated to provide support services directly to any non-administrative Users.

1.5    Usage Data. “Usage Data” means any and all data collected or generated by JumpCloud in connection with the Service (including without limitation, any information of or related to device data and information, network monitoring, or analysis in an aggregated form). Usage Data does not include public keys, which are part of Customer Data. Customer acknowledges and agrees that JumpCloud may use Usage Data in its discretion and may disclose anonymized, aggregated data based upon the Usage Data (“Aggregated Data”), so long as Customer and Customer’s Users are not identifiable from the Aggregated Data. All data (other than Customer Data) that is collected, transmitted, recorded, or accessed by or through the Service that is not identifiable to Customer and/or Customer’s Users, and all data, reports, derivative works, compilations, modifications and other materials created therefrom will be, in each case, the sole and exclusive property of JumpCloud.

2. FEES; PAYMENTS.

2.1    Fees. Customer shall pay JumpCloud all fees as described below and in accordance with the applicable Order. All fees will be paid in U.S. Dollars.

2.2    Service Fees. Customer will pay JumpCloud for all Users (to the extent the number of Users exceed the number of free users) and Systems (to the extent the number of Systems is greater than four times the number of Users) at the rates (e.g. per-user) described in the Order and this Section 2 (the “Service Fees”). “Systems” means any device (e.g., computer, laptop, printer, scanner) that is part of Customer’s systems or network that accesses or is authorized to access the JumpCloud Services. Except to the extent provided in the Order, the Service Fees will include a fee for every System in excess of four times the number of Users at a rate of 25% of the then-current list price of a monthly service for one User. The Service Fees for each month will be calculated based on the maximum number of Users and Systems that the Customer or Third-Party Administrator has added to the Service at any time during the calendar month (the “High-Water Mark” of Users and of Systems). For purposes of calculating the High-Water Mark, any User added to the Service shall be considered as authorized to access the Service, even if the User is not bound to any services or active in any other way. As examples only: (a) if there are 20 Users accessing or authorized to access the Service at the beginning of the month, then during the month, 5 Users are added and 2 are later deleted, the Service Fees for such month would be based on 25 Users (i.e., the High-Water Mark of Users for that month), and (b) if, for that month, there is a High-Water Mark of 105 Systems, an additional fee would apply for 5 Systems.

2.3    Payments.

(a) Payments for a Committed Period. If the Order shows that Customer will pay for a committed period, such as a set number of months, or annually, including annual payments for multiple years of the Service under such Order, Customer will pay the Service Fees for such subscription (based on the number of Users and Systems specified in the Order (“Committed Quantity”)) within fifteen (15) days after receipt of the invoice. Annual subscriptions are invoiced in advance for the entire year based on the Committed Quantity. If the High-Water Mark of Users and/or Systems for a Customer exceeds the Committed Quantity in any month, Customer will pay the difference between the Committed Quantity and the High-Water Marks at the price in the Order for such calendar month, as described above (the “Monthly True-Up” of Service Fees).

(b) Monthly Payments. All Service Fees for monthly subscriptions, and all Monthly True-Up Service Fees will be invoiced on a monthly basis in arrears (“Monthly Fees”). Monthly Fees are based on a calendar month, without pro-ration. All Monthly Fees that are invoiced will be due to JumpCloud within fifteen (15) days of the date of the invoice.

2.4    Payment Card Authorization. Unless otherwise stated in the applicable Order, JumpCloud will charge (and Customer hereby authorizes Customer to charge) Customer’s payment card for (i) all Monthly Fees as of the date the invoice is generated; (ii) all Monthly Fees and Services Fees for any billing frequency otherwise established in the Order; (iii) any Committed Quantity as of the date the applicable invoice is generated; (iv) the amount of annual renewal subscriptions for Committed Fees, at the time of such renewal; and (v) the amount of any past due fees, plus interest 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.

2.5    Adjustments, Interest; Taxes. Claims for adjustment of any invoiced Service Fees must be submitted by Customer within thirty days of the date of the invoice. Claims must be submitted by Customer electronically to JumpCloud at billing@jumpcloud.com. If any amounts are disputed in good faith, the remaining amounts will be paid when due and payment of such undisputed amounts may not be withheld for any reason. Any undisputed amount that is not paid when due will 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 fees exclude, and Customer shall 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 fee payment under these Terms, it shall 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 fees due under these Terms are non-refundable, except as expressly set forth in Section 5.5.

3. CUSTOMER RESPONSIBILITIES.

3.1    Limitations. Customer agrees that Customer shall not: (a) permit any party to access and/or use the Service, other than the Users authorized under these Terms; (b) except as expressly permitted in an Order, rent, lease, loan, or sell access to the Service to any third party; (c) interfere with, disrupt, alter, translate, or modify the Service or any part thereof, or create an undue burden on the Service, or the networks or services connected to the Service (through scripts or otherwise); (d) perform penetration tests or any other security tests on the Service, create derivative works of the Service, or reverse engineer, reverse compile, reverse assemble or do any other operation with the Service that would reveal any source code, trade secrets, know-how or other proprietary information; (e) 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; (f) 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 to strip or mine data from the Service; (g) perform or publish any performance or benchmark tests or analyses relating to the Service or the use thereof; or (h) cover or obscure any page or part of the Service by any means. Except as expressly set forth in these Terms, no express or implied license or right of any kind is granted to Customer regarding the Service, or any part thereof. JumpCloud may suspend Customer’s access to the Service immediately for Customer’s breach of Section 3.1(c) until such time as JumpCloud determines that Customer is in compliance with these Terms.

3.2    Availability. Customer is responsible for obtaining 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.

3.3    Users; Sub-Accounts. Customer is responsible for all acts or omissions of its Users, and for all accounts created by or for Customer, including specifically Customer’s affiliates. Customer or a Third-Party Administrator (defined below), may create an unlimited number of accounts, but for purposes of determining Service Fees, the High-Water Mark or any Committed Quantity, the total number of Users and Systems across any one Customer business entity, or affiliate of such Customer business entity, shall be summed across all accounts.

3.4    Third-Party Administration. Certain functionalities of the Service permit Customer to authorize an independent third party to access and administer the Service on Customer’s behalf (a “Third-Party Administrator”). If Customer appoints a Third-Party Administrator of the Service, Customer authorizes JumpCloud to rely upon communications from the Third-Party Administrator with respect to the Service, including, but not limited to, instructions to delete or add Users, Systems and/or sub-accounts as contemplated under Section 3.3 above. JumpCloud may also confirm instructions from a Third-Party Administrator against JumpCloud’s internal processes prior to taking action based on instructions from a Third-Party Administrator. If Customer provides its unique Customer identification information for the Service to a Third-Party Administrator, JumpCloud may assume that use of such identification information by the Third-Party Administrator means that the Third-Party Administrator has authority to act on Customer’s behalf with respect to the Service without further notice from Customer. JumpCloud may, but is not obligated to, confirm any instructions received from a Third-Party Administrator with Customer, including employees of Customer who have administration rights for the Service. JumpCloud will have no liability to Customer for any actions JumpCloud takes in reasonable reliance on communications received from a Third-Party Administrator.

4. WARRANTIES; WARRANTY DISCLAIMER.

4.1    Customer Data Warranty. Customer represents and warrants that it has the right to use the Customer Data as contemplated by these Terms and has all rights in the Customer Data necessary for JumpCloud to perform the Service for Customer in accordance with these Terms.

4.2    Disclaimer. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION, JUMPCLOUD AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL IMPLIED REPRESENTATIONS, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, IN EACH CASE ARISING FROM OR RELATED TO THESE TERMS, THE SERVICE AND THE JUMPCLOUD AGENTS.

5. TERM AND TERMINATION.

5.1    Term. Unless otherwise expressly set forth in the Order, the term shall commence on the date you accept the Terms and will continue until the earlier of (A) the Terms are terminated as set forth herein, and (B) all Orders entered into under the Terms expire or are terminated as set forth therein the (“Term”).

5.2    Order Renewal. Following the initial term under any Order (the “Initial Order Term”), such Order will automatically renew for additional periods (each, a “Renewal Order Term”) equal to the duration of the Initial 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 Initial Order Term or the then-current Renewal Order Term. If Customer purchases annual subscriptions, and has exceeded the Committed Quantity under the Initial Order Term, the Committed Quantity for the next subsequent Renewal Order Term will be calculated based on the High-Water Mark for the most recent calendar month. However, in no event will the fee for any Renewal Order Term be less than the fee for the preceding Renewal Order Term unless Customer and JumpCloud agree to such reduction in pricing in writing.

5.3    Termination. Except as otherwise provided for herein, either party may terminate these Terms upon the material breach of the other party, if such breach remains uncured for 10 days following the breaching party’s receipt of written notice of the breach.

5.4    Suspension for Non-Payment. In the event of any failure by Customer to make payments of any applicable fees due under these Terms, JumpCloud shall be entitled to suspend its performance of the Service with 10 days written notice (including email) to Customer. If JumpCloud suspends Customer’s access to the Service for non-payment, then JumpCloud may, in its discretion, delete a sufficient number of Customer Users such that the number of Users is 10 or less, and treat Customer as a free user under the Terms. Customer is responsible for providing JumpCloud accurate and current contact information for invoices and related communications.

5.5    Effect of Termination. Upon termination or expiration of these Terms: (a) Customer shall promptly pay JumpCloud all amounts owed under these Terms without regard to whether any invoices had or had not been issued; (b) all outstanding Orders shall be immediately terminated and (c) Customer’s access to the Services will be terminated. If Customer wants Customer Data deleted following termination of this Agreement Customer will email JumpCloud and request deletion of Customer Data. Proper authentication, including Customer’s unique customer identification information, will be required prior to deletion of Customer Data.

Customer will not have any rights in or to the Service after any termination or expiration of these Terms. Sections 1.5, 2, 3.1, 4.2, 5.5, 6, 7, 8, 9, and 10 shall survive the termination or expiration of these Terms.

6. OWNERSHIP.

6.1    Ownership of Service. As between JumpCloud and Customer, JumpCloud owns all right, title and interest in and to the Service, including any and all intellectual property and proprietary rights. Customer acknowledges and agrees that (i) it does not acquire any rights, express or implied in or to the Service, except as specifically set forth in these Terms; and (ii) any configuration or deployment of the Service shall 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 shall be deemed to confer on any person any license or right with respect to any such name or mark. Unless otherwise stated in these Terms or on the Site, JumpCloud is the owner of all copyright and database rights in the Service and its contents. Customer may not publish, distribute, extract, reuse, or reproduce any such content in any material form other than in accordance with these Terms. Customer shall not remove, alter, or obscure any proprietary notices (including copyright notices) of JumpCloud or its suppliers on the Service

6.2    Ownership of Customer Data. “Customer Data” means all of Customer information, data, files, links, and other Customer materials submitted or made available to JumpCloud by Customer or Users and used in connection with the Services, including information about Customer’s information technology infrastructure provided to JumpCloud under these Terms. As between JumpCloud and Customer, Customer Data shall at all times remain the property of Customer or its licensors. JumpCloud shall have no rights in Customer Data other than those described in Section 1.5 and the limited right to use such Customer Data as required for JumpCloud to perform the Service for Customer in accordance with these Terms.

7. CONFIDENTIAL INFORMATION.

7.1    Definition.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 Service shall be considered JumpCloud’s Confidential Information, notwithstanding any failure to mark or identify it as such. Customer Data shall be considered Customer’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.

7.2    Protection. 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 these Terms, and shall 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 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.

7.3    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.

7.4    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. JumpCloud owns all Feedback, and Customer hereby assigns all rights and interest in such Feedback to JumpCloud. JumpCloud may use all Feedback for any lawful purpose, including, without limitation the development or improvement of features or functionality for the Service.

8. INDEMNITY.

8.1    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 Service infringes any U.S. intellectual property rights 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) 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 claim, suit, or proceeding 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 shall have no obligation under this Section 8.1 or otherwise with respect to any infringement claim based upon: (1) any use of the Service not in accordance with these Terms; (2) 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 (3) any modification of the Service by any person other than JumpCloud or its authorized agents or subcontractors. If use of the Site or the Service is, or in JumpCloud’s opinion is likely to become, enjoined, or if use of the Site or the Service infringes or could be found to infringe the intellectual property rights of any third party, then JumpCloud may at its discretion either: (i) modify the Service so that it is non-infringing; (ii) replace the portion of the Service that infringes or allegedly infringes with non-infringing components that is functionally equivalent; (iii) obtain a license that shall enable Customer to continue use of the Service as provided hereunder; or, if none of the foregoing are commercially reasonable for JumpCloud, (iv) terminate these Terms and refund prepaid and unused fees. THIS SECTION 8.1 STATES JUMPCLOUD’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

8.2    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 Data, (ii) any User acts or omissions, or (iii) any failure by Customer to meet its obligations under Section 3 (each, a “JumpCloud Claim”), and Customer shall 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 Customer will not enter into any settlement of any claim, suit, or proceeding 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 shall have no obligation under this section or otherwise with respect to any claim to the extent based upon the gross negligence or intentional misconduct of JumpCloud.

9. 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 THESE TERMS EVEN IF JUMPCLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JUMPCLOUD’S AGGREGATE LIABILITY TO CUSTOMER UNDER THESE TERMS SHALL BE LIMITED TO THE GREATER OF THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO JUMPCLOUD DURING THE 12 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY, OR $50.00.

10. GENERAL PROVISIONS.

10.1    Governing Law. The 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. Both parties submit to the exclusive personal jurisdiction in Colorado and further agree that any cause of action arising under these Terms shall be brought in a court in Denver County, Colorado.

10.2    Compliance with Laws. Each party shall comply with all laws, rules and regulations applicable to such party while performing under these Terms.

10.3    Severability; Waiver. If any provision of the Terms 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, or of any provision of these Terms shall not constitute an ongoing or future waiver of such breach or provision.

10.4    Force Majeure. Except for any payment obligations, neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder as a result of any cause which is beyond the reasonable control of such party.

10.5    Headings. Headings used in the Terms are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

10.6    Assignment. These Terms may not be assigned or transferred to any third party without JumpCloud’s consent. JumpCloud may assign or transfer the Terms pursuant to a transfer of all or substantially all of its assets without Customer’s consent. The Terms will inure to any permitted successors or assigns.

10.7    Independent Contractors. You and JumpCloud are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. 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.

10.8    Subcontractors. 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.

10.9    Notice. Any notices to JumpCloud required or permitted hereunder shall sent to JumpCloud at the address below, or at such other address as JumpCloud shall specify in writing. Any notices to Customer required or permitted hereunder shall be given at the address provided by Customer during the Order Process, or at such other address as Customer shall specify in writing. If to Customer, such notice shall be deemed given upon being sent by electronic mail to the email address provided by Customer during the registration and ordering process. If to JumpCloud, such notice shall be deemed given two business days after being sent to the email address provided above; 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
Attn: Finance
2040 14th Street STE 200
Boulder, CO 80302
finance@jumpcloud.com

10.10    Customer Communication. Customer understands and agrees that by signing up for the JumpCloud service that email communication is required. JumpCloud’s product requires periodic email communication including password resets, notifications, and other critical emails. Further, Customer understands and agrees that without email communication that the customer will not be able to receive customer support, maintenance notifications, upgrade announcements, and other critical information to operate the JumpCloud solution. As a result, by signing up for the JumpCloud service, Customer is consenting to our email communications with administrative contacts supplied by Customer.

10.11    Entire Agreement. These Terms, including all applicable Orders, 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 hereof To the extent of any conflict between the provisions of these Terms and the provisions of any Order, the provisions of the Order shall govern with respect to the provisions contained in the Order. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.

 

 

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