1. ACCEPTANCE OF TERMS
2. Other Agreements
PLEASE REVIEW THE TOU CAREFULLY, INCLUDING, WITHOUT LIMITATION: (A) BINDING ARBITRATION, INCLUDING THE CLASS ACTION WAIVER, (B) LIMITATION OF LIABILITY, AND (C) INDEMNIFICATION AND RELEASE. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE PLATFORM (INCLUDING ANY MOBILE APPS), YOU AGREE TO BE BOUND BY THE TOU, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU ARE ENTERING INTO THE TOU ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THE TOU, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE TOU, YOU MAY NOT ACCESS OR USE THE PLATFORM, AND YOU MUST UNINSTALL ANY COMPONENTS OF THE PLATFORM FROM ANY DEVICE OWNED OR CONTROLLED BY YOU.
THE TOU REQUIRES BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THE TOU OR YOUR ACCESS TO OR USE OF THE PLATFORM, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THE TOU (EACH, A “CLAIM”), AND YOU AGREE THAT ANY SUCH CLAIM SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 21 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
You represent and warrant that you are: (i) over eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Platform under the laws of your country of residence or any other applicable jurisdiction.
3. Grant of Rights
a) Jumpsuit grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view pages within the Platform.
b) To the extent that the Platform provides access to any online software, applications or other similar components, Jumpsuit grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use such components only within the Platform and only in the form found within the Platform.
c) All rights granted to you under this TOU are subject to your compliance with the TOU and all Additional Terms in all material respects and may only be exercised by you for your personal, non-commercial use or internal business purposes.
4. Third Party Software
The Platform may include software or other components, including open source software, made available by third parties under license terms promulgated by the licensors of such components (“Third-Party Software”). Jumpsuit is not the author or owner of Third-Party Software, and this Agreement does not govern access to or use of Third-Party Software. You acknowledge and agree that: (i) Jumpsuit has no proprietary interest in any Third-Party Software; (ii) to the extent permitted by applicable law and notwithstanding the rest of the TOU, any Third-Party Software is provided “AS IS” with all faults, and neither the licensor of such Third-Party Software nor Jumpsuit shall be liable for any direct, indirect, incidental, or consequential damages related to such Third Party Software or the use thereof; and (iii) such Third-Party Software may be subject to separate license restrictions and obligations set forth in the respective license agreements related to such software.
Except as explicitly agreed by Jumpsuit in any applicable Additional Terms, Jumpsuit is not obligated to provide you any support for the Platform, and the TOU does not entitle you to any support for the Platform.
6. PERSONAL INFORMATION; Registration; Account
b) Jumpsuit may enable you to access and browse the Platform without registering, but some features may not be accessible unless you register. In registering for the Platform, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Platform’s registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Jumpsuit reasonably suspects that you have done so, Jumpsuit may suspend or terminate your account.
c) You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account, whether or not you authorized the particular use or user, and regardless of your knowledge of such use. You agree to notify Jumpsuit immediately of any unauthorized use of your account or password or any other similar breach of security.
7. Responsibility for Content
a) You acknowledge and agree that all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Platform, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you, and not Jumpsuit, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Platform (“Your Content”), and other users of the Platform, and not Jumpsuit, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Platform (“User Content”).
b) You acknowledge and agree that Jumpsuit has no obligation to pre-screen Content (including Your Content and User Content), although Jumpsuit reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the generality of the foregoing sentence, Jumpsuit shall have the right to remove any Content that violates the TOU or that it deems objectionable.
c) To the extent that you submit any Content, you represent and warrant that: (i) you have all necessary right and authority to grant the rights set forth in the TOU with respect to Your Content; and (ii) Your Content does not violate any duty of confidentiality owed to another party, or the copyright, trademark, right of privacy, right of publicity or any other right of any other party.
8. Rights to Content
a) Jumpsuit does not claim ownership of Your Content. However, you grant Jumpsuit and its service providers a worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Your Content (in any form and any medium, whether now known or later developed) as necessary to (i) provide access to the Platform to you and other users (including any maintenance, calibration, diagnostic, and troubleshooting); and (ii) monitor and improve the Platform. To the extent you have made Your Content accessible to others through the Platform, you acknowledge and agree that you may be identified publicly by Your name or other identifying information in association with Your Content and Jumpsuit may continue to make Your Content accessible to others through the Platform even after you have deleted your user account or the applicable portion of Your Content from your user account.
b) You acknowledge and agree that Jumpsuit may collect or generate Aggregate Data in connection with providing you with access to the Platform, and you hereby grant Jumpsuit and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Aggregate Data for any lawful purpose. “Aggregate Data” means Your Content that has been aggregated in a manner that does not reveal any personally information about you and cannot reasonably be used identify you as the source of such data.
c) You acknowledge and agree that the technical processing and transmission of data associated with the Platform, including Your Content, may require: (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
d) Except with respect to Your Content, you acknowledge and agree that, as between you and Jumpsuit, Jumpsuit owns all rights, title and interest (including all intellectual property rights) in the Platform and all Content and other materials within the Platform. The Platform is protected by U.S. and international copyright, trademark, patent and other intellectual property laws and treaties. Jumpsuit reserves all rights not expressly granted to you.
e) Except with respect to Your Content, you may not: (i) use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights to the Platform, except as expressly permitted under the TOU; (ii) reverse engineer, disassemble, decompile or translate, or otherwise attempt to derive the source code, architectural framework or data records of any software within or associated with the Platform; (iii) frame or utilize any framing technique to enclose any Content; (iv) access the Platform for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Platform or any products or services offered by Jumpsuit; (v) rent, lease, lend, sell or sublicense the Platform or otherwise provide access to the Platform as part of a service bureau or similar fee-for-service purpose; (vi) remove or obscure any proprietary notice that appears within the Platform; or (vii) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
9. User Conduct
In connection with your access to or use of the Platform, you shall not:
a) upload, post, email, transmit or otherwise make available any Content that:
(i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise objectionable;
(ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement);
(iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation;
(v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware; or
(vi) consists of information that you know or have reason to know is false or inaccurate.impersonate any person or entity, including Jumpsuit personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;
b) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Platform;
c) act in a manner that negatively affects the ability of other users to access or use the Platform;
d) take any action that imposes an unreasonable or disproportionately heavy load on the Platform or its infrastructure;
e) interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform;
f) use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Platform, or substantially download, reproduce or archive any portion of the Platform;
g) collect information and data associated with any person without obtaining the necessary consent from such person; abuse information or data associated with any person that is collected by you, including, using such information for any purpose other than those explicitly specified in your campaign;
j) or violate any applicable local, state, provincial, federal or international law or regulation.
10. Fees and Membership
a) You are solely responsible for any data, usage and other charges assessed by mobile, cable, internet or other communications services providers for your access to and use of the Platform.
b) Some features of the Platform are free to use, but fees may apply for memberships, premium features and other components. If there is a fee listed for any portion of the Platform, by accessing or using that portion, you agree to pay the fee, which may be withdrawn from your deposit account. Your access to the Platform may be suspended or terminated if you do not make payment on time or in full.
c) In some cases, ACH/ECheck transactions are pre-funded to your account (“Pre-Funded Transactions”). If any Pre-Funded Transactions are rejected or returned by the donor’s financial institution, for any reason, such Pre-Funded Transactions are subject to a $25 return fee and the pre-funded amount will be deducted from your account.
If you elect to provide or make available to Jumpsuit any suggestions, comments, ideas, improvements or other feedback relating to the Platform (“Suggestions”), Jumpsuit shall be free, and you hereby grant Jumpsuit a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license, to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Suggestions in any form and any medium (whether now known or later developed), without credit or compensation to you.
12. Links and External Materials
13. Modifications to the Platform
umpsuit reserves the right to modify, suspend or discontinue the Platform or any product or service to which it connects, with or without notice, and Jumpsuit shall not be liable to you or to any third party for any such modification, suspension or discontinuance. Jumpsuit may at its sole discretion from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Platform or related services (“Updates”). Jumpsuit may develop Updates that require installation by you before you continue to access or use the Platform or related services.
14. Indemnification and Release
a) TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS, YOU, AND ANYONE CLAIMING ON YOUR BEHALF, RELEASES AND FOREVER DISCHARGES JUMPSUIT AND ITS AFFILIATES, SUCCESSORS AND ASSIGNS, OFFICERS, EMPLOYEES, REPRESENTATIVES, PARTNERS, AGENTS AND ANYONE CLAIMING THROUGH THEM (COLLECTIVELY, THE “RELEASED PARTIES”), FROM ANY AND ALL CLAIMS, LIABILITIES, OBLIGATIONS, PROMISES, AGREEMENTS, DISPUTES, DEMANDS, DAMAGES, CAUSES OF ACTION OF ANY NATURE AND KIND, KNOWN OR UNKNOWN, WHICH YOU MAY HAVE OR CLAIM TO HAVE AGAINST JUMPSUIT OR ANY OF THE RELEASED PARTIES ARISING OUT OF OR RELATING TO ANY INJURY, LOSS OR DAMAGE TO PERSON AND PROPERTY THAT MAY BE SUSTAINED AS A RESULT OF YOUR USE OF THE PLATFORM.
b) You shall indemnify, defend and hold Jumpsuit and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “Jumpsuit Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys’ fees, resulting from or arising out of: (i) Your Content; (ii) your violation of the TOU, any law or regulation, or any rights (including intellectual property rights) of another party; or (iii) your use of the Platform.
a) YOU ARE SOLELY RESPONSIBLE FOR MANAGING YOUR RELATIONSHIP WITH ANY DONORS AND POTENTIAL DONORS. JUMPSUIT EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THE FULFILLMENT OF ANY DONATION PLEDGES AND/OR MONITORING ANY RELATIONSHIP BETWEEN YOU AND YOUR DONORS AND POTENTIAL DONORS.
b) YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JUMPSUIT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
c) JUMPSUIT PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE, CURRENT OR COMPLETE.
d) ALL CONTENT MADE AVAILABLE THROUGH THE PLATFORM IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY AND IN NO WAY SHALL BE CONSIDERED ADVICE OR RECOMMENDATION OF LEGAL COUNSEL. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL INFORMATION BEFORE TAKING OR OMITTING ANY ACTION, AND YOU SHOULD CONFER WITH APPROPRIATE PROFESSIONALS PRIOR TO TAKING OR OMITTING ANY ACTION.
16. Limitation of Liability
a) THE JUMPSUIT PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR COST OF COVER, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF THE JUMPSUIT PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL THE JUMPSUIT PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE TOU OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE PLATFORM EXCEED THE GREATER OF FIFTY DOLLARS ($50) OR THE AMOUNT PAID BY YOU TO JUMPSUIT FOR ACCESS TO THE PLATFORM WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE.
b) CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
a) Subject to the Additional Terms, if you violate the TOU, all rights granted to you under the TOU shall terminate immediately, with or without notice to you.
b) Upon termination of the TOU for any reason: (i) you must immediately uninstall and cease using the Platform; (ii) Jumpsuit, in its sole discretion, may remove and discard Your Content and delete your user account; (iii) any provision that, by its terms, is intended to survive the expiration or termination of this TOU shall survive such expiration or termination; and (iv) all rights granted to you under the TOU shall immediately terminate, but all other provisions shall survive termination.
18. Governing Law
The TOU shall be governed by and construed and enforced in accordance with the laws of the State of Georgia, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the TOU.
19. Binding Arbitration and Class Action Waiver
ALL CLAIMS (AS DEFINED IN THE PREAMBLE) SHALL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS AGREEMENT AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. The arbitrator will, among other things, have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any Claims. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Atlanta, Georgia or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator on all matters relating to the Claim shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
WE EACH AGREE THAT ALL CLAIMS (AS DEFINED IN THE PREAMBLE) SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS AND EXPRESSLY WAIVE ANY RIGHT TO HAVE A CLAIM DETERMINED OR RESOLVED ON A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE BASIS. IF FOR ANY REASON THE PROVISIONS OF THE PRECEDING SENTENCE ARE HELD TO BE INVALID OR UNENFORCEABLE IN A CASE IN WHICH CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE CLAIMS HAVE BEEN ASSERTED, THE PROVISIONS OF THIS SECTION 21 REQUIRING BINDING ARBITRATION SHALL LIKEWISE BE UNENFORCEABLE AND NULL AND VOID. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
Notwithstanding anything to the contrary, you and Jumpsuit may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 21.If Jumpsuit implements any material change to this Section 21, such change shall not apply to any Claim for which you provided written notice to Jumpsuit before the implementation of the change
20. Legal Compliance
You represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist supporting” country; or (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
21. No third party beneficiaries
You agree that, except for Jumpsuit Parties and as otherwise expressly provided in the TOU, there shall be no third-party beneficiaries to the TOU.
22. General Provisions
The TOU (together with any Additional Terms) constitutes the entire agreement between you and Jumpsuit concerning your access to and use of the Platform. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and Jumpsuit with respect to such subject matter. In the event of any conflict between or among the TOU and any Additional Terms to which the TOU refers, the terms and conditions of the TOU shall take precedence and govern. The TOU may not be amended by you except in a writing executed by you and an authorized representative of Jumpsuit. For the purposes of the TOU, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under the TOU without the prior written consent of Jumpsuit. The failure of Jumpsuit to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of this TOU is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the TOU. Any prevention of or delay in performance by Jumpsuit hereunder due to labor disputes, acts of god, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.