Terms and Conditions
We guarantee your data privacy
Effective November 30, 2023
These Terms of Service (this “Agreement”) are a binding contract
between you ("Customer") and Juumper (“Juumper,” “we,”
or “us”). This Agreement governs your access to and use of the Services.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH
PROVISION. THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT AND A CLASS
ACTION/JURY TRIAL WAIVER THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE
INSTRUCTIONS IN SECTION 11(B), THE EXCLUSIVE USE OF FINAL AND BINDING
ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US,
INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE
TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT
TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS
WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS,
COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW
OR BY ACCESSING OR USING THE SERVICES (THE “EFFECTIVE DATE”). BY
CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES
YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B)
REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER
INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION,
THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT
THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE “I DECLINE” BUTTON
BELOW OR DO NOT ACCESS OR USE THE SERVICES. IF YOU DO NOT ACCEPT THESE TERMS,
YOU MAY NOT ACCESS OR USE THE SERVICES.
1. Definitions
“Aggregated Statistics” means data and information related to
Customer’s use of the Services to be used by Juumper in an aggregated and
anonymized manner, including to compile statistical and performance information
related to the provision and operation of the Services.
“Arbitration Agreement” means the mandatory individual
arbitration provision in Section 11(b).
“Authorized User” means Customer’s employees, consultants,
contractors, and agents (i) who are authorized by Customer to access and use
the Services under the rights granted to Customer pursuant to this Agreement
and (ii) for whom access to the Services has been purchased hereunder.
“Class Action/Jury Trial Waiver” means the class action/jury
trial waiver provision in Section 11(c).
“Confidential Information” means information about either party’s
business affairs, products, confidential intellectual property, trade secrets,
third-party confidential information, and other sensitive or proprietary
information, whether orally or in written, electronic, or other form or
media/in written or electronic form or media, whether or not marked,
designated, or otherwise identified as “confidential” at the time of
disclosure. Confidential Information does not include information that, at the
time of disclosure is: (a) in the public domain; (b) known to the receiving
party; (c) rightfully obtained by the receiving party on a non-confidential
basis from a third party; or (d) independently developed by the receiving
party.
“Customer,” “you,” or “your” means you and your
Authorized Users.
“Customer Account” means your account on the Services.
“Customer Property” means (i) the Input, (ii) the Output, and
(iii) any other content (including text, images, illustrations, charts, tables,
and other materials), materials or data supplied by Customer to Juumper, either
directly through the Service or indirectly through the integration with a Third
Party Product, for processing on Customer’s behalf.
“Documentation” means Juumper’s user manuals, handbooks, guides,
FAQs, instructional videos, relating to the Services provided by Juumper to
Customer electronically and relating to the Services available at www.juumper.com.
“Feedback” means any communications or materials sent to us by
mail, email, telephone, or otherwise, suggesting or recommending changes to the
Services, including without limitation, new features or functionality relating
thereto, or any comments, questions, suggestions, ideas, or the like, about the
Services.
"Input" means
the information you input via prompts into the Services to which you own or
have permission to use the Intellectual Property Rights therein. For the
avoidance of doubt, Input shall not be deemed to include any Juumper Property.
“Intellectual Property Rights” means all
patent rights, copyright rights, mask work rights, moral rights, rights of
publicity, trademark, trade dress and service mark rights, goodwill, trade
secret rights and other intellectual property rights as may now exist or
hereafter come into existence, and all applications therefore and
registrations, renewals and extensions thereof, under the laws of any state,
country, territory or other jurisdiction.
“Juumper Property” means (i) the Services, (ii) the
Documentation, and (iii) all content and other materials and software supplied
by Juumper in connection with, or used by Juumper in providing, any Services.
For the avoidance of doubt, Juumper Property shall not be deemed to include the
Output. For the avoidance of doubt, Juumper Property includes Aggregated
Statistics and any information, data, or other content derived from Juumper’s
monitoring of your access to or use of the Services, but does not include
Customer Property.
“Output” means
the output generated and returned by the Services to you based on the Input.
For the avoidance of doubt, the Output shall not be deemed to include any Juumper
Property.
“Privacy Policy” means the privacy policy, available at juumper.com/privacy-policy
“Services” means the online and/or mobile services, web site, and
software provided on or in connection with the service provided by Juumper
under this Agreement and as detailed on Juumper’s website at www.juumper.com.
"Term" means
the term of this Agreement, which will commence on the Effective Date and
continue for the period of Customer's active subscription to the Services.
“Third-Party Products” means any products, content, services,
information, websites, or other materials that are owned by third parties and
are incorporated into or accessible through the Services.
“User” or “Users” means all visitors, users, and others
who access the Services.
“User Accounts” means different types of accounts for different
types of Users.
2. Access and Use
(a) Eligibility. This is a contract
between you and Juumper. You must read and agree to this Agreement before using
the Services. If you do not agree, you may not use the Services. You may use
the Services only if you can form a binding contract with Juumper, and only in
compliance with this Agreement and all applicable local, state, national, and
international laws, rules and regulations. Any use or access to the Services by
anyone under 13 years old (or under 16 years old in Europe) is strictly
prohibited and in violation of this Agreement. The Services are not available
to any Users previously removed from the Services by Juumper.
(b) Provision of Access. Subject
to and conditioned on your payment of Fees and compliance with all the terms
and conditions of this Agreement, Juumper hereby grants you a revocable,
non-exclusive, non-transferable, non-sublicensable, limited right to access and
use the Services during the Term solely for your internal business operations
by Authorized Users in accordance with the terms and conditions herein. Juumper
shall provide you the necessary passwords and access credentials to allow you
to access the Services.
(c) Documentation License. Subject
to the terms and conditions contained in this Agreement, Juumper hereby grants
you a non-exclusive, non-sublicensable, non-transferable license for Authorized
Users to use the Documentation during the Term solely for your internal
business purposes in connection with use of the Services.
(d) Accounts. Your Customer Account gives you access to the
services and functionality that we may establish and maintain from time to time
and in our sole discretion. We may maintain other User Accounts. If you open a
Customer Account on behalf of a company, organization, or other entity, then
“you” includes you and that entity. By connecting to Juumper with a third-party
service, you give us permission to access and use your information from that
service as permitted by that service, and to store your log-in credentials for
that service.
You may never use other Users’ User Accounts without permission. When
creating your Customer Account, you must provide accurate and complete information,
and you must keep this information up to date. You are solely responsible for
the activity that occurs on your Customer Account, and you must keep your
Customer Account password secure. We encourage you to use “strong” passwords
(passwords that use a combination of upper and lower case letters, numbers and
symbols) with your Customer Account. You must notify Juumper immediately of any
breach of security or unauthorized use of your Customer Account. Juumper will
not be liable for any losses caused by any unauthorized use of your Customer
Account.
You may control your Customer Account profile and how you interact with
the Services by changing the settings in your settings page. By providing Juumper
your email address you consent to our using the email address to send you
Services-related notices, including any notices required by law, in lieu of
communication by postal mail. We may also use your email address to send you
other messages, such as changes to features of the Services and special offers.
If you do not want to receive such email messages, you may opt out or change
your preferences in your settings page. Opting out may prevent you from
receiving email messages regarding updates, improvements, or offers.
(e) Use Restrictions. You shall not,
and shall not permit any Authorized Users to engage in any of the following
prohibited activities: (i) copying, distributing, selling, reselling, or
disclosing any part of the Services in any medium, including without limitation
by any automated or non-automated “scraping”; (ii) using any automated system,
including without limitation “robots,” “spiders,” “offline readers,” etc., to
access the Services in a manner that sends more request messages to the Juumper
servers than a human can reasonably produce in the same period of time by using
a conventional on-line web browser (except that Juumper grants the operators of
public search engines revocable permission to use spiders to copy publicly
available materials from the Services for the sole purpose of and solely to the
extent necessary for creating publicly available searchable indices of the
materials, but not caches or archives of such materials); (iii) transmitting
spam, chain letters, or other unsolicited email; (iv) attempting to interfere
with, compromise the system integrity or security or decipher any transmissions
to or from the servers running the Services; (v) violate Juumper's Terms Policy
accessible at juumper.com/terms-and-conditions (vi) uploading invalid data, viruses, worms, or other software agents
through the Services; (vii) collecting or harvesting any personally
identifiable information or other personal information, including account
names, from the Services; (viii) using the Services for any unlawful commercial
solicitation purposes; (ix) impersonating another person or otherwise
misrepresenting your affiliation with a person or entity, conducting fraud,
hiding or attempting to hide your identity; (x) interfering with the proper working
of the Services; (xi) accessing any content on the Services through any
technology or means other than those provided or authorized by the Services; or
(xii) bypassing the measures we may use to prevent or restrict access to the
Services, including without limitation features that prevent or restrict use or
copying of any content or enforce limitations on use of the Services or the
content therein.
(f) Aggregated Statistics. Notwithstanding
anything to the contrary in this Agreement, Juumper may monitor Customer’s use
of the Services and collect and compile Aggregated Statistics. As between Juumper
and Customer, all right, title, and interest in Aggregated Statistics, and all
intellectual property rights therein, belong to and are retained solely by Juumper.
You acknowledge that Juumper may compile Aggregated Statistics based on
Customer Property input into the Services. You agree that Juumper may (i) make
Aggregated Statistics publicly available in compliance with applicable law, and
(ii) use Aggregated Statistics to the extent and in the manner permitted under
applicable law; provided that such Aggregated Statistics do not identify
Customer or Customer’s Confidential Information.
(g) Reservation of Rights. Juumper
reserves all rights not expressly granted to Customer in this Agreement. Except
for the limited rights and licenses expressly granted under this Agreement,
nothing in this Agreement grants, by implication, waiver, estoppel, or
otherwise, to Customer or any third party, any intellectual property rights or
other right, title, or interest in or to the Juumper Property.
(h) Suspension. Notwithstanding
anything to the contrary in this Agreement, Juumper may, in its sole discretion
and without notice, temporarily suspend or permanently terminate Customer’s and
any other Authorized User’s access to any portion or all of the Services for no
reason or for any reason, including but not limited to if: (i) Juumper
reasonably determines that (A) there is a threat or attack on any of the Juumper
Property; (B) Customer’s or any other Authorized User’s use of the Juumper
Property disrupts or poses a security risk to the Juumper Property or to any
other customer or vendor of Juumper; (C) Customer or any other Authorized User
is using the Juumper Property for fraudulent or illegal activities; (D) subject
to applicable law, Customer has ceased to continue its business in the ordinary
course, made an assignment for the benefit of creditors or similar disposition
of its assets, or become the subject of any bankruptcy, reorganization,
liquidation, dissolution, or similar proceeding; or (E) Juumper’s provision of
the Services to Customer or any other Authorized User is prohibited by
applicable law; (ii) any vendor of Juumper has suspended or terminated Juumper’s
access to or use of any third-party services or products required to enable
Customer to access the Services; or (iii) in accordance with Section 5.
(i) Changes to the Services. We may,
without prior notice, change the Services; stop providing the Services or
features of the Services, to you or to Users generally; or create usage limits
for the Services. We may permanently or temporarily terminate or suspend your
access to the Services without notice and liability for any reason, including
if in our sole determination you violate any provision of this Agreement, or
for no reason. Upon termination for any reason or no reason, you continue to be
bound by this Agreement.
(j) Processing of Personal Data. The Parties
acknowledge that use of the Service does not require Juumper to process any
information relating to an identified or identifiable natural person that
relates to, describes, is reasonably capable of being associated with, or could
reasonably be linked, directly or indirectly, with a particular natural person
("Personal Data") on behalf of Customer. In other words, Customer
acknowledges that it does not need to provide Input that contains Personal Data
in order to make effective use of the Services. However, if Customer wishes to
submit Personal Data to Juumper for processing on its behalf, it must first
execute a Data Processing Addendum (“DPA”) with Juumper. Upon execution of the
DPA by Customer, the DPA shall be fully incorporated by reference in, and
become a part of, this Agreement. To the extent that Juumper processes Personal
Data in its capacity as a data controller, such processing will be in
accordance with Juumper’s Privacy Policy.
(k) In-Product Cookies. Whenever Customers or Users interact with the
Services, Juumper uses First Party Cookies to collect information to ensure
Customers and Users can securely, quickly and reliably use the Services. When Juumper
collects this information, it only uses this data to (i) provide the Services,
or (ii) in aggregate form, and not in a manner that would identify the
Customers or Users personally.
3. Intellectual Property Rights
(a) Customer Property. We claim
no ownership rights over Customer Property. The Customer Property remains
yours.
Juumper has the right (but not the obligation) in its sole discretion to
remove any Customer Property that is processed via the Services. By submitting,
posting, displaying, providing, or otherwise making available any Customer
Property on or through the Services, you expressly grant, and you represent and
warrant that you have all rights necessary to grant, to Juumper a royalty-free,
sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide
license to use, reproduce, modify, publish, list information regarding, edit,
translate, distribute, syndicate, publicly perform, publicly display, and make
derivative works of all such Customer Property and your name, voice, and/or
likeness as contained in your Customer Property, in whole or in part, and in
any form, media or technology, whether now known or hereafter developed, for
use in connection with the Services and Juumper’s (and its successors’ and
affiliates’) business, including without limitation in connection with
modifying, improving, and enhancing artificial intelligence models, as well as
promoting and redistributing part or all of the Services (and derivative works
thereof) in any media formats and through any media channels. Additionally, for
the Term, you grant Juumper a non-exclusive, irrevocable license to use
Customer’s name, trademarks and logos to identify Customer as a subscriber of
the Services.
In connection with your Customer Property, you affirm, represent,
warrant and covenant the following: (i) You have the written consent of each
and every identifiable natural person in the Customer Property, if any, to use
such person’s name or likeness in the manner contemplated by the Services and
this Agreement, and each such person has released you from any liability that
may arise in relation to such use; (ii) You have obtained and are solely
responsible for obtaining all consents as may be required by law to submit any
Customer Property relating to third parties; (iii) Your Customer Property and Juumper’s
use thereof as contemplated by this Agreement and the Services will not violate
any law or infringe any rights of any third party, including but not limited to
any Intellectual Property Rights and privacy rights; and (iv) Juumper may
exercise the rights to your Customer Property granted under this Agreement
without liability for payment of any guild fees, residuals, payments, fees, or
royalties payable under any collective bargaining agreement or otherwise.
Juumper takes no responsibility and assumes no liability for any
Customer Property that you or any other User or third-party posts, sends, or
otherwise makes available over the Services. You shall be solely responsible
for your Customer Property and the consequences of posting, publishing it,
sharing it, or otherwise making it available on the Services, and you agree
that we are only acting as a passive conduit for your online distribution and
publication of your Customer Property. You understand and agree that you may be
exposed to Customer Property that is inaccurate, objectionable, inappropriate
for children, or otherwise unsuited to your purpose, and you agree that Juumper
shall not be liable for any damages you allege to incur as a result of or
relating to any Customer Property.
(b) Juumper Property. Juumper
Property and all Intellectual Property Rights related thereto are the exclusive
property of Juumper and its licensors (including other Users who post content
to the Services). Except as explicitly provided herein, nothing in this
Agreement shall be deemed to create a license in or under any such Intellectual
Property Rights, and you agree not to sell, license, rent, modify, distribute,
copy, reproduce, transmit, publicly display, publicly perform, publish, adapt,
edit or create derivative works from any Juumper Property. Use of the Juumper
Property for any purpose not expressly permitted by this Agreement is strictly
prohibited. For the avoidance of doubt, Juumper Property, Aggregated Statistics
and any other information, data, or other content derived from Juumper’s
monitoring of your access to or use of the Services, but does not include
Customer Property. In furtherance of the foregoing, you hereby unconditionally
and irrevocably grant to Juumper an assignment of all right, title, and
interest in and to the Aggregated Statistics, including all Intellectual
Property Rights relating thereto.
You may choose to or we may invite you to submit Feedback. By submitting
any Feedback, you agree that your disclosure is gratuitous, unsolicited and
without restriction and will not place Juumper under any fiduciary or other
obligation, and that we are free to use the Feedback without any additional
compensation to you, and/or to disclose the Feedback on a non-confidential
basis or otherwise to anyone. You further acknowledge that, by acceptance of
your submission, Juumper does not waive any rights to use similar or related
ideas previously known to Juumper, or developed by its employees, or obtained
from sources other than you. If you or any of your employees, contractors, or
agents sends or transmits Feedback, we are free to use such Feedback
irrespective of any other obligation or limitation between you and us governing
such Feedback. All Feedback is and will be treated as non-confidential. You
hereby assign to us on your behalf, and shall cause your Authorized Users to
assign, all right, title, and interest in, and we are free to use, without any
attribution or compensation to you or any third party, any ideas, know-how,
concepts, techniques, or other Intellectual Property Rights contained in the
Feedback, for any purpose whatsoever, although we are not required to use any
Feedback.
(c) DMCA Notice. Since we respect
artist and content owner rights, it is Juumper’s policy to respond to alleged
infringement notices that comply with the Digital Millennium Copyright Act of
1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that
constitutes copyright infringement and is accessible via the Services, please
notify Juumper’s copyright agent as set forth in the DMCA. For your complaint
to be valid under the DMCA, you must provide the following information in
writing: 1. An electronic or physical signature of a person authorized to act
on behalf of the copyright owner; 2. Identification of the copyrighted work
that you claim has been infringed; 3. Identification of the material that is
claimed to be infringing and where it is located on the Services; 4.
Information reasonably sufficient to permit Juumper to contact you, such as
your address, telephone number, and, e-mail address; 5. A statement that you
have a good faith belief that use of the material in the manner complained of
is not authorized by the copyright owner, its agent, or law; and 6. A
statement, made under penalty of perjury, that the above information is
accurate, and that you are the copyright owner or are authorized to act on
behalf of the owner.
The above information must be submitted to: contact@juumper.com
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS
INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL
PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying Juumper and
its affiliates that your copyrighted material has been infringed. The preceding
requirements are intended to comply with Juumper’s rights and obligations under
the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It
may be advisable to contact an attorney regarding your rights and obligations
under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Juumper has
adopted a policy of terminating, in appropriate circumstances, Users who are
deemed to be repeat infringers. Juumper may also at its sole discretion limit
access to the Services and/or terminate the User Accounts of any Users who
infringe any intellectual property rights of others, whether or not there is
any repeat infringement.
4. Customer Responsibilities
(a) Acceptable Use Policy. You
shall comply with Juumper's Acceptable Use Policy available at juumper.com/terms-and-conditions and all applicable laws, rules, and regulations.
(b) Account Use. You are responsible
and liable for all uses of the Services and Documentation resulting from access
provided by you, directly or indirectly, whether such access or use is
permitted by or in violation of this Agreement. Without limiting the generality
of the foregoing, you are responsible for all acts and omissions of Authorized
Users, and any act or omission by an Authorized User that would constitute a
breach of this Agreement if taken by you will be deemed a breach of this
Agreement by you. You shall use reasonable efforts to make all Authorized Users
aware of this Agreement’s provisions as applicable to such Authorized User’s
use of the Services and shall cause Authorized Users to comply with such
provisions.
(c) Passwords and Access Credentials. You are
responsible for keeping your passwords and access credentials associated with
the Services confidential. You will not sell or transfer them to any other
person or entity. You will promptly notify us about any unauthorized access to
your passwords or access credentials.
(d) Third-Party Products. The
Services may permit access to Third-Party Products. For purposes of this
Agreement, such Third-Party Products are subject to their own terms and
conditions presented to you for acceptance within the Services by website link
or otherwise. If you do not agree to abide by the applicable terms for any such
Third-Party Products, then you should not install, access, or use such
Third-Party Products. Juumper does not endorse or assume any responsibility for
any such Third-Party Products. If you access a Third-Party Product from the
Services or share your Customer Property on or through any third-party website
or service, you do so at your own risk, and you understand that this Agreement
and Juumper’s Privacy Policy do not apply to your use of such sites. You
expressly relieve Juumper from any and all liability arising from your use of
any Third-Party Products Third-Party Products, including without limitation
Customer Property submitted by other Users. Additionally, your dealings with or
participation in promotions of advertisers found on the Services, including payment
and delivery of goods, and any other terms (such as warranties) are solely
between you and such advertisers. You agree that Juumper shall not be
responsible for any loss or damage of any sort relating to your dealings with
such advertisers.
5. Fees and Payment
(a) Billing Policies. Certain
aspects of the Services may be provided for a fee or other charge. If you elect
to use paid aspects of the Services, you agree to our Pricing and Payment Terms
available at www.juumper.com pricing
section, as we may update them from time to time. Juumper may add new services
for additional fees and charges, add or amend fees and charges for existing
services, at any time in its sole discretion. Any change to our Pricing and
Payment Terms shall become effective in the billing cycle following notice of
such change to you as provided in this Agreement.
(b) No Refunds. You may cancel
your Customer Account at any time; however, there are no refunds for cancellation.
In the event that Juumper suspends or terminates your Customer Account or this
Agreement, you understand and agree that you shall receive no refund or
exchange for any unused time on a subscription, any license or subscription
fees for any portion of the Services, any content or data associated with your
Customer Account, or for anything else.
(c) Free Trials. We or our
third-party service providers may offer free trials to a particular Service. We
or our third-party service provider will automatically bill your payment method
on the later of the day your free trial ends or the day you start your paid
subscription, and on each recurring billing date thereafter, subject to Section
5(d). You will not receive a notice that your free trial has ended and that
payment for your subscription is due. If you wish to avoid charges to your
payment method, you must cancel your subscription prior to midnight Pacific
Standard Time on the last day of your free trial period. If you cancel your
subscription during a free trial, cancellation may be effective immediately.
(d) Automatic Renewal of Subscription Fees. IF YOU SIGN UP FOR A SUBSCRIPTION, THE CORRESPONDING FEES AT THE
RATE AS SET FORTH IN YOUR USER ACCOUNT AND/OR ON THE CHECKOUT PAGE WILL
AUTOMATICALLY RENEW EVERY MONTH ON A CONTINUOUS BASIS UNLESS AND UNTIL YOU
NOTIFY US THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION. ANY NOTICE OF CANCELLATION
MUST BE SUBMITTED ON YOUR SETTINGS PAGE OR IN WRITING AND SENT TO contact@juumper.com
AND WILL BE EFFECTIVE IN THE MONTH FOLLOWING THE MONTH YOU PROVIDE US NOTICE.
YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR CANCELLATION, YOUR
SUBSCRIPTION AND ALL CORRESPONDING FEES WILL AUTOMATICALLY RENEW, AND YOU
AUTHORIZE US OR OUR AUTHORIZED THIRD-PARTY PAYMENT PROVIDER (WITHOUT NOTICE TO
YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE
SUBSCRIPTION FEES AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON
RECORD FOR YOU.
(e) Risk of Loss. All products that
may be purchased from or via the Services are transported and delivered to you
by an independent carrier not affiliated with, or controlled by, Juumper. Title
to products purchased on the Services, as well as the risk of loss for such
products, passes to you when Juumper or our supplier delivers these items to
the carrier.
(f) Payment Information; Taxes. We
accept various payment methods through Stripe, including, without limitation,
Mastercard, Visa, and American Express. By using the Services, you agree to be
bound by Stripe’s Services Agreement available at https://stripe.com/us/legal. All information that you provide in connection with a purchase or
transaction or other monetary transaction interaction with the Services must be
accurate, complete, and current. You agree to pay all charges incurred by users
of your credit card, debit card, or other payment method used in connection
with a purchase or transaction or other monetary transaction interaction with
the Services at the prices in effect when such charges are incurred. You will
pay any applicable taxes, if any, relating to any such purchases, transactions
or other monetary transaction interactions.
6. Confidential Information
From time to time, Juumper and Customer may disclose or make available
to the other party Confidential Information. The receiving party shall not
disclose the disclosing party’s Confidential Information to any person or
entity, except to the receiving party’s employees who have a need to know the
Confidential Information for the receiving party to exercise its rights or
perform its obligations hereunder and who are required to protect the
Confidential Information in a manner no less stringent than required under this
Agreement. Notwithstanding the foregoing, each party may disclose Confidential
Information to the limited extent required (i) to comply with the order of a
court or other governmental body, or as otherwise necessary to comply with
applicable law, provided that the party making the disclosure pursuant to the
order shall first have given written notice to the other party and made a
reasonable effort to obtain a protective order; or (ii) to establish a party’s
rights under this Agreement, including to make required court filings. Each
party’s obligations of non-disclosure with regard to Confidential Information
are effective as of the date such Confidential Information is first disclosed
to the receiving party and will expire five years thereafter; provided,
however, with respect to any Confidential Information that constitutes a trade
secret (as determined under applicable law), such obligations of non-disclosure
will survive the termination or expiration of this Agreement for as long as
such Confidential Information remains subject to trade secret protection under
applicable law.
Juumper cares about the integrity and security of your personal
information. However, we cannot guarantee that unauthorized third parties will
never be able to defeat our security measures or use your personal information
for improper purposes. You acknowledge that you provide your personal
information at your own risk.
7. Privacy Policy
Juumper complies with its Privacy Policy in providing the Services. The
Privacy Policy is subject to change as described therein. By accessing, using,
and providing information to or through the Services, you acknowledge that you
have reviewed and accepted our Privacy Policy, and you consent to all actions
taken by us with respect to your information in compliance with the
then-current version of our Privacy Policy.
8. Warranty Disclaimer
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF
THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO
ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM JUUMPER OR
THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
WITHOUT LIMITING THE FOREGOING, JUUMPER, ITS SUBSIDIARIES, ITS AFFILIATES, AND
ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT;
THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE
AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY
DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS. ANY CONTENT RESULTING FROM, OR DOWNLOADED OR
OTHERWISE OBTAINED THROUGH, THE USE OF THE SERVICES IS DOWNLOADED AND USED AT
YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LIABILITY ARISING
THEREFROM TO THE EXTENT NOT EXPRESSLY SET FORTH OTHERWISE HEREIN, INCLUDING ANY
DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS
FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
FURTHER, JUUMPER DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD
PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND JUUMPER
WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND
THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW
THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL
RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE
DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT
PROHIBITED BY APPLICABLE LAW.
9. Indemnification
Customer shall defend, indemnify and hold harmless Juumper and its
subsidiaries, agents, licensors, managers, and other affiliated companies, and
their employees, contractors, agents, officers and directors, from and against
any and all claims, damages, obligations, losses, liabilities, costs or debt,
and expenses (including but not limited to attorney’s fees) arising from: (i)
Customer or Customer’s Authorized Users’ use of and access to the Services,
including any data or content transmitted or received by Customer or Customer’s
Authorized Users; (ii) Customer or Customer’s Authorized Users’ violation of
any term of this Agreement, including without limitation Customer or Customer’s
Authorized Users’ breach of any of the representations and warranties above;
(iii) Customer or Customer’s Authorized Users’ violation of any third-party
right, including without limitation any right of privacy or Intellectual
Property Rights; (iv) Customer or Customer’s Authorized Users’ violation of any
applicable law, rule or regulation; (v) Customer Property or any content that
is submitted via Customer or Customer’s Authorized Users’ User Account
including without limitation misleading, false, or inaccurate information; (vi)
Customer or Customer’s Authorized Users’ willful misconduct; or (vii) any other
party’s access and use of the Services with Customer or Customer’s Authorized
Users’ unique username, password or other appropriate security code.
10. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JUUMPER
BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR
EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED
COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS;
(c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS,
INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM
SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS
OF WHETHER JUUMPER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR
SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. UNDER NO CIRCUMSTANCES WILL JUUMPER
BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING
OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE
INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JUUMPER ASSUMES NO
LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF
CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,
RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED
ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION
STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM
THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE
TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR
OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE
USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE
THROUGH THE SERVICES; AND/OR (VII) CUSTOMER PROPERTY OR THE DEFAMATORY,
OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
IN NO EVENT WILL JUUMPER, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES,
SUPPLIERS, OR LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL
AMOUNTS PAID TO JUUMPER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD
PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $50.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED
LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY
OTHER BASIS, EVEN IF JUUMPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO
YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE
OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND
LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT
PROHIBITED BY APPLICABLE LAW.
11. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
(a) Governing Law. You agree
that: (i) the Services shall be deemed solely based in Delaware; and (ii) the
Services shall be deemed a passive one that does not give rise to personal
jurisdiction over us, either specific or general, in jurisdictions other than
Delaware. This Agreement shall be governed by the internal substantive laws of
the State of Delaware, without respect to its conflict of laws principles. The
parties acknowledge that this Agreement evidences a transaction involving
interstate commerce. Notwithstanding the preceding sentences with respect to
the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”)
governs the interpretation and enforcement of the Arbitration Agreement in
Section 11(b) and preempts all state laws to the fullest extent permitted by
law. If the FAA is found to not apply to any issue that arises from or relates
to the Arbitration Agreement, then that issue shall be resolved under and
governed by the law of your state of residence. The application of the United
Nations Convention on Contracts for the International Sale of Goods is
expressly excluded. You agree to submit to the exclusive personal jurisdiction
of the federal and state courts located in Delaware for any actions for which
we retain the right to seek injunctive or other equitable relief in a court of
competent jurisdiction to prevent the actual or threatened infringement,
misappropriation or violation of a our copyrights, trademarks, trade secrets,
patents, or other intellectual property or proprietary rights, as set forth in
the Arbitration provision below, including any provisional relief required to
prevent irreparable harm. You agree that Delaware is the proper and exclusive
forum for any appeals of an arbitration award or for trial court proceedings in
the event that the arbitration provision below is found to be unenforceable.
(b) Arbitration. Read this Section
carefully because it requires the parties to arbitrate their disputes and limits
the manner in which you can seek relief from Juumper. This Arbitration
Agreement applies to and governs any dispute, controversy, or claim between you
and Juumper that arises out of or relates to, directly or indirectly: (a) this
Agreement, including the formation, existence, breach, termination,
enforcement, interpretation, validity, or enforceability thereof; (b) access to
or use of the Services, including receipt of any advertising or marketing
communications; (c) any transactions through, by, or using the Services; or (d)
any other aspect of your relationship or transactions with Juumper, directly or
indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration
Agreement shall apply, without limitation, to all Claims that arose or were
asserted before or after your agreement to this Agreement.
If you are a new Juumper user, you can reject and opt-out of this
Arbitration Agreement within 30 days of accepting this Agreement by emailing Juumper
at contact@juumper.com with your first and last name and stating your intent to
opt-out of the Arbitration Agreement. Note that opting out of this Arbitration
Agreement does not affect any other part of this Agreement, including the
provisions regarding controlling law or in which courts any disputes must be
brought.
For any Claim, you agree to first contact us at contact@juumper.com and
attempt to resolve the dispute with us informally. In the unlikely event that Juumper
has not been able to resolve a Claim after sixty (60) days, we each agree to resolve
any Claim exclusively through binding arbitration by AAA before a single
arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect
for AAA (the “Rules”), except as provided herein. In the event of any conflict
between the Rules and this Arbitration Agreement, this Arbitration Agreement
shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted
in the U.S. county where you live or Delaware, unless you and Juumper agree
otherwise. If you are using the Services for commercial purposes, each party
will be responsible for paying any AAA filing, administrative and arbitrator
fees in accordance with AAA rules, and the award rendered by the arbitrator
shall include costs of arbitration, reasonable attorneys’ fees and reasonable
costs for expert and other witnesses. If you are an individual using the
Services for non-commercial purposes: (i) AAA may require you to pay a fee for
the initiation of your case, unless you apply for and successfully obtain a fee
waiver from AAA; (ii) the award rendered by the arbitrator may include your
costs of arbitration, your reasonable attorney’s fees, and your reasonable
costs for expert and other witnesses; and (iii) you may sue in a small claims
court of competent jurisdiction without first engaging in arbitration, but this
does not absolve you of your commitment to engage in the informal dispute
resolution process. Any judgment on the award rendered by the arbitrator may be
entered in any court of competent jurisdiction. You and Juumper agree that the
Arbitrator, and not any federal, state, or local court or agency, shall have
exclusive authority to resolve any disputes relating to the interpretation,
applicability, enforceability or formation of this Arbitration Agreement,
including any claim that all or any part of this Arbitration Agreement is void
or voidable. The Arbitrator shall also be responsible for determining all
threshold arbitrability issues, including issues relating to whether the
Agreement, any provision of the Agreement, is unconscionable or illusory and
any defense to arbitration, including waiver, delay, laches, unconscionability,
or estoppel.
Nothing in this Section shall be deemed as: preventing Juumper from
seeking injunctive or other equitable relief from the courts as necessary to
prevent the actual or threatened infringement, misappropriation, or violation
of our data security, Intellectual Property Rights or other proprietary rights;
or preventing you from asserting claims in small claims court, if your claims
qualify and so long as the matter remains in such court and advances on only an
individual (non-class, non-representative) basis.
If this Arbitration Agreement is found to be void, unenforceable, or
unlawful, in whole or in part, the void, unenforceable, or unlawful provision,
in whole or in part, shall be severed. Severance of the void, unenforceable, or
unlawful provision, in whole or in part, shall have no impact on the remaining
provisions of the Arbitration Agreement, which shall remain in force, or the
parties’ ability to compel arbitration of any remaining claims on an individual
basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if
the Class Action/Jury Trial Waiver is found to be void, unenforceable, or
unlawful, in whole or in part, because it would prevent you from seeking public
injunctive relief, then any dispute regarding the entitlement to such relief
(and only that relief) must be severed from arbitration and may be litigated in
a civil court of competent jurisdiction. All other claims for relief subject to
arbitration under this Arbitration Agreement shall be arbitrated under its
terms, and the parties agree that litigation of any dispute regarding the
entitlement to public injunctive relief shall be stayed pending the outcome of
any individual claims in arbitration.
(c) Class Action/Jury Trial Waiver. WITH
RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED
OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS
MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR
CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY
GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS
ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE
MORE THAN ONE PERSON’S CLAIMS. YOU AND JUUMPER AGREE THAT THE ARBITRATOR MAY
AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO
PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT
OTHER JUUMPER USERS. YOU AND JUUMPER FURTHER AGREE THAT, BY ENTERING INTO THIS
AGREEMENT, YOU AND JUUMPER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO
BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE
ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A
PLAINTIFF OR CLASS MEMBER.
12. Miscellaneous
(a) Entire Agreement/Severability. This
Agreement, together with any amendments and any additional agreements you may
enter into with Juumper in connection with the Services, shall constitute the
entire agreement between you and Juumper concerning the Services. Except as
otherwise stated in Section 11(b), if any provision of this
Agreement is deemed invalid by a court of competent jurisdiction, the
invalidity of such provision shall not affect the validity of the remaining provisions
of this Agreement, which shall remain in full force and effect. The invalidity,
illegality, or unenforceability of any provision herein does not affect any
other provision herein or the validity, legality, or enforceability of such
provision in any other jurisdiction.
(b) Modifications. You acknowledge and
agree that we have the right, in our sole discretion, to modify this Agreement
from time to time, and that modified terms become effective on posting. We will
notify you of material modifications through direct email or visible banner in
the Services. You are responsible for reviewing and becoming familiar with any
such modifications. Your continued use of the Services after the effective date
of the modifications will be deemed acceptance of the modified terms. Juumper
will provide at least 30 days’ advance notice of changes to any service level
that Juumper reasonably anticipates may result in a material reduction in
quality or services.
(c) Export Regulation. The
Services utilize software and technology that may be subject to US export
control laws, including the US Export Administration Act and its associated
regulations. You shall not, directly or indirectly, export, re-export, or
release the Services or the software or technology included in the Services to,
or make the Services or the software or technology included in the Services
accessible from, any jurisdiction or country to which export, re-export, or
release is prohibited by law, regulation, or rule. You shall comply with all
applicable federal laws, regulations, and rules, and complete all required
undertakings (including obtaining any necessary export license or other
governmental approval), prior to exporting, re-exporting, releasing, or
otherwise making the Services or the software or technology included in the
Services available outside the US.
(d) US Government Rights. Each of
the software components that constitute the Services and the Documentation is a
“commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting
of “commercial computer software” and “commercial computer software
documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if
you are an agency of the US Government or any contractor therefor, you receive
only those rights with respect to the Services and Documentation as are granted
to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48
C.F.R. § 227.7204, with respect to the Department of Defense and their
contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government
customers and their contractors
(e) No Waiver. No waiver of any term of this Agreement shall
be deemed a further or continuing waiver of such term or any other term, and Juumper’s
failure to assert any right or provision under this Agreement shall not
constitute a waiver of such right or provision. Any failure to act by us with
respect to a breach of this Agreement by you or others does not constitute a
waiver and will not limit our rights with respect to such breach or any
subsequent breaches.
(f) Notices. Unless otherwise provided for in this
Agreement, any notices to us must be sent to contact@juumper.com.
Notwithstanding the foregoing, you hereby consent to receiving electronic
communications from us. Juumper may provide notifications, whether such
notifications are required by law or are for marketing or other
business-related purposes, to you via email notice, written or hard copy
notice, or through posting of such notice on our website, as determined by Juumper
in our sole discretion. Juumper reserves the right to determine the form and
means of providing notifications to our Users, provided that you may opt out of
certain means of notification as described in this Agreement. Juumper is not
responsible for any automatic filtering you or your network provider may apply
to email notifications we send to the email address you provide us. You agree
that any notices, agreements, disclosures, or other communications that we send
to you electronically will satisfy any legal communication requirements,
including that such communications be in writing. You shall also send an
electronic copy of any notice to contact@juumper.com.
(g) Assignment. This Agreement, and
any rights and licenses granted hereunder, is personal to you and may not be assigned
or transferred for any reason whatsoever without our prior written consent and
any action or conduct in violation of the foregoing will be void and without
effect. We expressly reserve the right to assign this Agreement and to delegate
any of its obligations hereunder.
Please contact us at contact@juumper.com with any questions regarding
this Agreement.