TERMS OF SERVICE

LAST UPDATED 2017-06-07

Welcome to JumpCloud. Please read the following terms and conditions of service (“Terms”) carefully as they contain the legal terms and conditions of Customer’s access to and use of the Service (defined below) provided to Customer by JumpCloud, Inc. (“JumpCloud,” “we,” “our,” or “us”), including access or use of the Service through the JumpCloud web site (the “Site”).  Customer’s use and access of certain portions of the Site may also be governed by the Terms of Use, available at jumpcloud.com

JumpCloud provides an online service that assists customers in the management, monitoring, and security of such customers’ users and device infrastructure.  Customer desires to subscribe to the Service in order to allow its Users to use the Service on the terms and conditions set forth herein, and JumpCloud desires to provide access to the JumpCloud Platform (each capitalized term as defined below) and provide the Service on the terms and conditions set forth herein.

1. Agreement; Customer; Order Process.

1.1 “Agreement” means these Terms and any terms provided or made available to Customer during the ordering or registration process (“Order Process”) into which these Terms are incorporated, including without limitation all pricing and payment terms.

1.2 “Customer” means the individual accepting these Terms, or if such individual is acting as an employee or agent of a business entity or person, then such business entity or person.  The individual accepting these Terms represents and warrants that such individual is entering into this Agreement on behalf of Customer and that such individual has the authority to bind Customer to this Agreement.  Customer is entering into this Agreement for use of the Service by Customer for Customer’s own business purposes.

1.3 JumpCloud is willing to provide the Service to Customer only on the condition that Customer accepts all of the terms in this Agreement. By accessing or otherwise using the Service, Customer acknowledges that Customer has read this Agreement, understands this Agreement, and that Customer agrees to be bound by all of the terms of this Agreement.  Customer also acknowledge that registering for and creating an account on the Site, submitting credit card payment information, or any User’s installation of any JumpCloud Agent (defined below) serves as Customer’s agreement to this Agreement.

1.4 If Customer does not agree to the terms and conditions of this Agreement, JumpCloud is unwilling to provide or make the Service available to Customer, and therefore, Customer must cancel and must not complete the registration process or otherwise use the Service.  If Customer does not accept this Agreement, Customer must immediately cease any use of the Service.

1.5 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.

1.6 Amendment of Terms.  JumpCloud may amend this Agreement by providing at least thirty (30) days’ advance notice to Customer.  If Customer does not agree to the amended Agreement, Customer’s sole and exclusive remedy is to terminate the Agreement upon written notice to JumpCloud. Customer’s use of the Service thirty (30) days after such notice constitutes acceptance of any amendments, additions, or modifications to this Agreement.  Any amendments or modifications made by JumpCloud shall be prospective only.

2. Service.

2.1 Platform.  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, including any JumpCloud Agent.  “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 JumpCloud software agents (each a “JumpCloud Agent”) in order to implement the Service. To access or use certain features and functionalities of the Service, Customer must install and use a JumpCloud Agent.

2.2 Access and Use Rights; Limited License.  Subject to the terms and conditions of this Agreement, JumpCloud grants Customer, during the Term, a personal, limited, revocable, non-exclusive, and non-transferable right to access and use the Platform and Services.  Subject to the terms and conditions of this Agreement JumpCloud grants Customer, during the Term, non-exclusive, non-transferable, non-sublicensable license to: (a) install and use any JumpCloud Agents in object code form solely order to access the Platform; and (b) to remotely access and use the Service via the JumpCloud Agents for Customer’s internal business purposes in accordance with such JumpCloud Agent’s documentation.  These rights are exclusive to Customer and Customer 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. Customer may leverage our available APIs, but Customer 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 Customer to use, reproduce, modify, distribute, perform, display, possess, or control the source code or any other aspect of the Platform. Customer 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. Customer may use the Platform only while this Agreement remains in effect. Customer 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 Service through any of the connection protocols supported by the Platform, including through any JumpCloud Agent.  If more than four (4) Systems per User are being managed in any one (1) month, Customer may be subject to an additional fee of $2.50 per incremental System. Under no circumstances shall Customer have any rights of any kind in or to the Platform after any termination or expiration of this Agreement for any reason.

2.3 Users; Administrative Usernames and Passwords.  JumpCloud shall provide Customer a unique username and password to enable Customer to access the Platform pursuant to this Agreement and to assign further usernames and passwords on the Platform to individuals or discrete devices (each, a “User”). Customer acknowledges and agrees that only the authorized number of Users may access the Platform with the usernames and passwords assigned by 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 or password, which JumpCloud reasonably determines may have been used by an unauthorized third party or an individual or entity other than Customer or the User to whom such username and password was originally assigned.

2.4 Usage Data.  “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). Customer acknowledges and agrees that we may use all Usage Data for any lawful purpose; provided that we do not disclose any Customer Content (as defined below) or Confidential Information.  By way of example, and without limitation, JumpCloud may: (i) internally use and modify any Usage Data for the purposes of providing services to Customer and in certain cases we may leverage learnings derived from Usage Data to enhance the Service for Customer and other customers, and (ii) freely use and publish aggregated data for our business purposes without restriction.

2.5 Support.  JumpCloud shall provide Customer with support regarding the Platform and Service in accordance with the support program Customer purchases through the Order Process.  Customer shall promptly report to JumpCloud those bugs, errors, and non-conformities regarding the Platform and Service of which Customer becomes aware. All support services shall be provided only to administrative Users who have been assigned administrative rights in the JumpCloud user management console.  In no event shall JumpCloud have any obligation to provide support services directly to any non-administrative Users.

3. Fees; Payments.

3.1 Fees.  Customer shall pay JumpCloud all fees as described in this Agreement and the applicable Order Process (“Fees”).  For User-based Fees, unless otherwise set forth in the applicable Order Process, Customer will be billed based on the total number of Users managed during the month.

3.2 Payment.  Unless otherwise set forth in the applicable Order Process, Customer shall pay all Fees described in an invoice within fifteen (15) 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 Fees in accordance with this Section 3.2, JumpCloud shall be entitled to suspend its performance of the Service immediately upon notice to Customer. All Fees shall be considered valid unless disputed by Customer in writing within 30 days after Customer’s 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. Customer may create an unlimited number of accounts, but for purposes of determining pricing (including any free offerings), 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.

4. Customer Responsibilities

4.1 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 Customer or User information, data, files, links, images, works of authorship, and other Customer or User 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 any User in relation to the Service, the Site, or any Customer Content.  Customer Content does not include any Usage Data.

4.2 Limitations.  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 or 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 attempt to reverse engineer, the Service or the Platform; (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 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, or queries, or to strip or mine data from the Service; or (g) perform or publish any performance or benchmark tests or analyses relating to the Service or the use thereof.  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.

4.3 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. In addition, Customer must provide Users, and is (as between JumpCloud and Customer), solely responsible for, all equipment necessary to access the Service.

5. Warranties; Disclaimer.

5.1 Service Warranty.  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 Customer notifies JumpCloud of a breach of warranty, JumpCloud shall reperform the nonconforming service. The foregoing constitutes Customer’s sole and exclusive remedy for any breach of warranty.

5.2 Disclaimer.  JUMPCLOUD EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, IN EACH CASE ARISING FROM OR RELATED TO THIS AGREEMENT, THE SERVICE, THE PLATFORM, AND THE SITE.  

6. Term and Termination.

6.1 Term.  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.

6.2 Extended Term.  Unless otherwise expressly set forth in the Order Process, if Customer has selected to pay annually (or for any other period, other than monthly pursuant to Section 6.3) for the Service (the “Service Period”), Customer will be billed for the Service Period in advance (or charged via credit card) for the Service Period; and this term is non-cancellable other than for Cause as defined below, and will automatically extend for additional periods equal to the Service Period, unless either party provides the other party at least thirty days prior written notice of its intention to terminate prior to the expiration of the then-current Service Period  Upon each renewal of the Service Period, unless Customer and JumpCloud agree otherwise in writing, JumpCloud will bill Customer based on (a) either (i) JumpCloud’s then-current pricing, or (ii) an agreed-upon flat fee, an agreed-upon variable fee, or a combination thereof, in all cases as agreed in writing; times (b) the total number of Users from the most recent month; times (c) the number of months in the applicable renewal Service Period. Customer will be billed monthly for any overages during the Service Period, at such pricing. However, in no event will the renewal for any Service Period fee be less than the fee for the preceding Service Period unless Customer and JumpCloud agree to such reduction in pricing in writing.

6.3 Monthly Term.  Unless otherwise expressly set forth in the Order Process, 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, in all cases, as described in the Order Process, and either Customer or JumpCloud may terminate this Agreement by providing at least thirty days prior written notice.

6.4 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.

6.5 Effect of Termination.  Upon termination or expiration of this Agreement, (a) JumpCloud shall terminate the Service and shall, upon Customer’s request, remove all copies (if any) 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 2.4, 3, 4.1, 4.2, 4.3, 6.5, 7, 8, 9.2, 10, and 11 shall survive termination or expiration of this Agreement.

7. Ownership.

7.1 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 or Service; and (iii) if Customer or any User suggests any new features, functionality, or performance for the Service and/or the Platform JumpCloud shall have , and Customer hereby grants JumpCloud, a worldwide, non-exclusive, fully-paid and royalty-free, irrevocable, and perpetual right and license to use and incorporate such suggestions into the Service and/or the Platform.  Customer acknowledges that any intellectual property generated in connection with the incorporation of such new features, functionality, or performance into the Service or the Platform 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. 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 this Agreement 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 (including photocopying or storing it in any medium by electronic means) other than in accordance with this Agreement.

7.2 Ownership of Customer 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. Customer hereby grants, and represents and warrants that Customer has 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 Customer Content, and to grant sublicenses of the foregoing, solely for the purposes of including Customer Content in the Site and Services. Customer irrevocably waives (and agrees to waive and cause to be waived) any claims and assertions of moral rights or attribution with respect to Customer Content.

7.3 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 Rights.  Customer shall not remove, alter, or obscure any proprietary notices (including copyright notices) of JumpCloud or its suppliers on the Platform.

7.4 Third Party Content.  The Service may contain (or Customer may access through the Service) links to other websites belonging to third parties (“Third Party Services”). Third Party Services and Third Party Content (as defined below) 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 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. JumpCloud uses a third party to process payment transactions. JumpCloud does not ask for, transmit, or collect Customer’s personal or payment information. Any issues with payments related to the Service should be directed to our third-party payment provider.

8. Confidential Information.

8.1 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 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.

8.2 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 this Agreement, 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 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.

8.3 Exceptions.  The Receiving Party’s obligations under Section 8.2 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.

9. Indemnity.

9.1 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 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 9.1 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, or if use of the Site or the Platform 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 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 9.1 STATES JUMPCLOUD’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH REPSECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

9.2 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 Content, (ii) any User acts or omissions, or (iii) any failure by Customer to meet its obligations under Section 4 (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) 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 (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 any gross negligence or intentional misconduct of JumpCloud.

10. 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 THE AMOUNT OF FEES PAID BY CUSTOMER TO JUMPCLOUD DURING THE 12 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.

11. General Provisions.

11.1 Governing Law.  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.

11.2 Compliance with Laws.  Each party shall comply with all applicable laws, rules, and regulations while performing under this Agreement.

11.3 Severability; Waiver.  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.

11.4 Headings.  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.

11.5 Assignment.  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.

11.6 Independent Contractors.  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.

11.7 Notice.  Any notices to JumpCloud required or permitted hereunder shall be given at:

JumpCloud
Attn: Finance
2040 14th Street STE 200
Boulder, CO 80302
finance@jumpcloud.com

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 Order 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.

11.8 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.  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.

11.9 Entire Agreement.  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.

 

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