JLB provides a collection of tools and resources to manage an online store, process orders and sell products online and other services (collectively, the ” BigServices”) via BigCommerce, Inc. and BigCommerce Pty. Ltd. (“BigCommerce”). The following are the terms and conditions for use of the BigServices (the “BigTerms”), along with any amendments thereto and any operating rules or policies that may be published from time to time by JLB. You agree that you have read and understand, and have the capacity and authority to accept, agree to and be bound by these BigTerms.
1. Service and BigTerms
1. The BigServices are provided subject to these BigTerms and any operating rules or policies that JLB may publish from time to time (collectively, the ” Agreement”). JLB may make changes or modifications to this Agreement at any time, and such changes or modifications are effective immediately upon the earliest of (a) JLB’s email notification to you advising you of such changes or modifications, (b) your electronic acceptance of this Agreement after such changes or modifications have been made to this Agreement as indicated by the “Date of Last Revision” date at the top of the BigTerms, or (c) your continued use of the BigServices after JLB posts the updated Agreement to jlbworks.com. In addition, when using particular JLB BigServices, Customer and JLB will be subject to any posted guidelines or rules applicable to such BigServices that may be posted from time to time.
1. Customer will be one party to this contract.
1. The BigServices are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the BigServices are not available to individuals under the age of 18. If you do not qualify, please do not use the BigServices.
1. The BigServices provides a collection of tools and resources to manage an online store, process orders and sell products online. In addition, the BigServices may include migration services relating to your use of the JLB tools and resources.
1. Customer must complete a registration form in order to use the BigServices. Customer will provide true, accurate, current, and complete information about Customer as requested in the registration form, and will update the information to keep it current. As part of the registration process, Customer will identify an email address and password for Customer’s JLB account. Customer is responsible for maintaining the security of Customer’s account, passwords, and files, and for all uses of Customer’s account and of the BigServices in Customer’s name. JLB reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
1. Customer and JLB acknowledge that BigCommerce is responsible for the security of credit cardholder data to the extent that BigCommerce has control of that data. To that end, BigCommerce undertakes regular assessments consistent with the Payment Card Industry Data Security Standards. Customer acknowledges that Customer is responsible for determining the PCI DSS merchant requirements applicable to the Customer and Customer’s unique use of the BigService platform and tools.
1. Restrictions and Responsibilities
1. This is an Agreement for BigServices, and Customer is not granted a license to any software by this Agreement. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the BigServices or any software, documentation or data related to the BigServices (” Software”); modify, translate or create derivative works based on the BigServices or any Software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the BigServices or any Software; use the BigServices or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
1. For every email message sent in connection with the BigServices, Customer acknowledges and agrees that the recipient has agreed to receive such communication and that Customer will not engage in the act of sending unsolicited emails.
1. In using the varied features of the BigServices, Customer may provide information (such as name, contact information, or other registration information) to JLB. JLB may use this information and any technical information about Customer’s use of this website to tailor its presentations to Customer, facilitate Customer’s movement through this website, or communicate separately with Customer.
1. Customer acknowledges and agrees that: (a) the BigServices including without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, ” Proprietary Information”) are owned by JLB and/or its third party sponsors, partners, and other co-branders (collectively, ” Content Providers”), (b) the Proprietary Information contains valuable copyrighted material and is protected by U.S. and international copyright and other intellectual property laws, (c) the Proprietary Information is licensed, rather than sold, to Customer pursuant to these BigTerms, and (d) Customer has no rights in the Proprietary Information, other than the rights and licenses granted to Customer herein.
1. BigCommerce Trademarks. “BigCommerce” and tbeir logos (both words and design) either are trademarks, service marks, or registered trademarks of BigCommerce or its Content Providers, and may not be copied, imitated or used, in whole or in part without JLB’s prior express written consent or that of our Content Providers. In addition, all page headers, custom graphics, design and user interface elements, and scripts are service marks, trademarks, and/or trade dress of BigCommerce and may not be copied, imitated, or used, in whole or in part without our prior written permission, which consent may be withheld in our sole discretion. All other marks or logos not owned by BigCommerce are the property of their respective owners.
1. Reservation of Rights. Except for the rights expressly granted to Customer pursuant to these BigServices, Customer acknowledges that it has no right, title or interest in or to this website, the BigServices or Proprietary Information. All rights not expressly granted by JLB in these BigTerms are hereby reserved by JLB. There are no implied rights.
1. Term and Termination
1. Customer may terminate this Agreement at any time pursuant to Section 5 of the JLB General Terms and Conditions (www.jlbworks.com/terms). See also Section 7 below (Fees and Payment; Upgrade, Downgrade and Cancellation of BigServices) for more information regarding termination of this Agreement or related BigServices.
1. JLB may terminate this Agreement or the BigServices at any time with or without cause, and with or without notice. JLB will have no liability to Customer or any third party because of such termination.
1. Upon termination or expiration of this Agreement by either party for any reason, (a) JLB will cease providing the BigServices, (b) you will not be entitled to any refunds of any usage fees or any other fees, pro rata or otherwise and (c) any outstanding balance owed to JLB for your usage of the BigServices through the effective date of such termination or expiration will immediately become due and payable in full. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers and limitations of liability.
1. Upon termination or expiration of this Agreement by either party for any reason, JLB may delete any Customer archived data within 30 days after the date of termination.
1. Disputes Regarding Account or Site Ownership
1. The entity or person creating a JLB BigServices account and designated as the owner will be deemed the account owner. For security reasons, only the account owner or the point of contact designated by the account owner will be allowed to make changes, cancellations, or designate a new point of contact. Disputes sometimes arise between or among multiple persons claiming ownership of or rights in a site, store or account. JLB is not obligated to, and will not, resolve any such disputes.
1. If multiple persons are claiming ownership of or rights in a site, store or account, and, in JLB’s sole judgment, there is uncertainty as to the ownership of or rights in such site, store or account, then JLB will, to the extent of its knowledge and ability, notify such persons of the dispute and demand that such persons promptly, conclusively, and finally resolve the dispute in a manner which makes clear who the owner(s) and/or interest holder(s) is/are and in a manner which relieves JLB of all liability and obligations concerning the dispute and such site, store or account. If the disputing persons fail to resolve the dispute within what JLB, in its sole judgment, deems to be a reasonable time, then JLB, at its sole option and without any obligation to do so, may suspend or terminate the account until such persons resolve such dispute and reach certainty regarding ownership of or rights in such website, store and/or account. The person or persons conclusively and finally determined by court order, binding arbitration or settlement agreement to be the rightful owner(s) or interest holder(s) of such website, store and/or account will be obligated to pay all amounts due and comply with the then current JLB policy regarding transfers of accounts, if required, to transfer ownership of the site, store and/or account to the rightful owner. Failure of the rightful owner of such site, store and/or account to timely pay in full all of such amounts will be deemed a breach of these BigTerms and will subject the account to immediate termination.
1. Customer’s Name and Trademarks; Customer Feedback; Customer Submissions
1. Name and Trademarks. Customer hereby grants JLB a non-exclusive right and license to use Customer’s name and such of Customer’s trade names, trademarks, service marks and logos (“Customer’s Marks”) as are used by Customer on Customer’s hosted sites in connection with this Agreement, and images and publically-facing information about Customer on Customer’s hosted sites including, but not limited to, screenshots of Customer’s hosted sites and associated photographs appearing on Customer’s hosted sites (“Customer Public Information and Images”): (a) on JLB’s own websites describing and promoting JLB’s BigServices, (b) in printed and online advertising, publicity, directories, newsletters and updates describing and promoting JLB’s BigServices, and (c) in applications reasonably necessary and ancillary to the foregoing. Customer (i) represents and warrants to JLB that Customer has all necessary rights to grant JLB the foregoing rights, and (ii) agrees that neither Customer nor anyone else will be entitled to any compensation for JLB’s exercise of the foregoing rights.
1. Customer Voluntary Suggestions. Some of the features of this website or the BigServices found at this website may allow Customer to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, feedback or advice (” Customer Feedback”), or (b) literary, artistic or other content, including but not limited to photos and videos (” Customer Submissions”) (Customer Feedback together with Customer Submissions, “Customer Voluntary Suggestions”). By providing Customer Voluntary Suggestions to JLB via any method (e.g. site submission, email, survey responses, etc.), Customer represents and warrants to JLB that (i) Customer has all necessary rights to distribute Customer Voluntary Suggestions via this website or via the BigServices found at this website, either because Customer is the author of the Customer Voluntary Suggestions and has the right to distribute the same, or because Customer has the appropriate distribution rights, licenses and/or permissions to use, in writing, from the copyright or other owner of the Customer Voluntary Suggestions, and (ii) Customer does not violate the rights of any third party by providing the Customer Voluntary Suggestions.
1. License to JLB. JLB will have the right to use and disclose any Customer Voluntary Suggestions posted to JLB’s corporate websites or submitted directly to JLB for any lawful purpose. In no event will Customer or anyone else be entitled to any compensation or acknowledgement for JLB’s use of any Customer Voluntary Suggestions. Customer’s provision of Customer Voluntary Suggestions is entirely voluntary and will not create any confidentiality obligation for JLB. By submitting Customer Voluntary Suggestions, Customer hereby grants JLB an irrevocable, perpetual, transferable, non-exclusive, fully-paid-up, royalty-free, worldwide license (sublicensable through multiple tiers) to: (a) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display Customer Voluntary Suggestions (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed, and (b) use (and permit others to use) Customer Voluntary Suggestions in any manner and for any purpose (including, but not limited to, commercial purposes) that JLB deems appropriate in its sole discretion (including, but not limited to, to incorporating Customer Voluntary Suggestions (or any modification thereto), in whole or in part, into any technology, product or service. The provisions in this Section apply specifically to JLB’s use of Customer Voluntary Suggestions posted to JLB’s corporate websites or submitted directly to JLB, and not to Customer’s hosted sites. Customer will be solely responsible for any and all of the Customer Voluntary Suggestions that are submitted through Customer’s account, and the consequences of, and requirements for, distributing it.
1. Discussion Areas. JLB makes no representations or warranties with respect to any forums, blogs, private messages, emails, or other electronic discussion mediums made available on or via the BigServices (collectively, ” Discussion Areas”) or with respect to any messages, information, or materials contained in the Discussion Areas. Customer’s use of, or reliance upon, any such messages, information, or materials is at Customer’s sole risk and expense. JLB does not, and cannot, review all of the information and materials provided in the Discussion Areas and has no responsibility or liability for any such information or materials or their use. If JLB becomes aware of any information or materials that it determines violate these BigTerms or the Discussion Areas’ policies promulgated by JLB from time to time or that JLB otherwise deems inappropriate in its sole discretion, JLB reserves the right to delete, move, or edit any such information or materials.
1. Export of BigServices or Technical Data
1. Customer may not remove or export from Australia or the United States or allow the export or re-export of the BigServices, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of Australia, the United States or any other applicable country.
1. Fees and Payment; Upgrade, Downgrade and Cancellation of BigServices
1. Fees. In consideration of the BigServices provided, Customer will pay JLB all fees required by JLB. JLB reserves the right to modify its pricing and terms at any time, and such changes or modifications will be posted on this website and effective immediately upon the next renewal, billing period, upgrade or downgrade of the BigServices with and/or without notice to Customer. All payments are NON-REFUNDABLE.
1. Taxes. All fees are exclusive of all federal, state, and/or other governmental sales, goods and services, value-added, harmonized or other taxes, fees or charges. Customer shall be responsible for all sales, goods and services, value-added, harmonized or other taxes, fees or charges.
1. Payment. A valid credit card is required for accounts to process payment. JLB will automatically charge Customer’s credit card on file based on Customer’s billing cycle (monthly, partial yearly or yearly, depending on the JLB Service and BigServices selected and billing terms for individual JLB Services and BigServices) until Customer validly terminates the BigServices. Fees for prepaid BigServices are based on BigServices purchased, regardless of actual usage and payments made for such BigServices are NON-REFUNDABLE. JLB DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL DAYS, MONTHS OR YEARS AND DOES NOT PROVIDE REFUNDS TO CUSTOMERS WHO DO NOT USE THEIR ACCOUNTS OR LOG IN.
1. Unpaid Accounts. Unpaid amounts are subject to a late payment charge of 1.5% per month, or the maximum legal rate allowed by law, whichever is less. If payment is not received within 30 calendar days of the billing date, JLB will automatically revoke access to Customer’s account. JLB may or may not contact Customer directly to notify Customer of its unpaid account. Accounts past due over 90 days will automatically be deactivated.
1. Disputed Charges/Billing Inquiries. It is Customer’s obligation to review all charges for accuracy. Customer has 30 days from the date of billing to contact JLB and/or dispute the charge. Failure to do so within the specified time frame will constitute Customer’s agreement that all charges are valid and Customer thereby waives any claims it may have had regarding such charge.
1. Upgrades. Should Customer elect to upgrade its prepaid BigServices or if such BigServices are automatically upgraded pursuant to the last sentence of this Section 7.7, the Billing Date of the next renewal period will remain the same; however, Customer will be billed immediately for the pro-rata portion of the upgraded BigServices fee for the remainder of the current billing period.
1. Downgrades. Should Customer elect to downgrade its prepaid BigServices, the downgrade will take effect on the commencement of the next renewal period. In other words, JLB DOES NOT provide credits or refunds on downgrades that are effective during the applicable billing period (whether such period is a month, quarter or year).
1. BigCommerce Analytics. Payments for the BigCommerce Analytics Service are made in arrears. Should Customer add the BigCommerce Analytics Service, Customer will be billed for that Service on the monthly anniversary of Customer’s Billing Date, regardless of the Service plan selected for Customer’s prepaid BigServices.
1. Cancellations. JLB BigServices will continue in effect until Customer validly terminates the BigServices per the JLB General Terms and Conditions (www.jlbworks.com/terms).
1. Prohibited Practices
1. Prohibited Offerings. Customer may not utilize the BigServices for unlawful, obscene, offensive or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive or deceptive messages, viruses or harmful code, or violating third party rights.
Profanity, profane or otherwise inappropriate subject matter in the site content and in the domain name are prohibited.
1. Private Information and Images. Customers may not post or disclose any personal or private information about or images of children or any third party without the consent of such party (or a parent’s consent in the case of a minor).
1. Violations of Intellectual Property Rights. Any violation of any person’s or entity’s intellectual property rights, rights of privacy, rights of publicity or other personal rights is prohibited. JLB may remove or block access to content appearing on or through the BigServices upon receipt of proper notice of copyright infringement (see “Reporting Claims of Copyright Infringement” below).
1. Misrepresentation of Transmission Information. Forging, misrepresenting, omitting, or deleting message headers, return mailing information and/or Internet protocol addresses to conceal or misidentify the origin of a message is prohibited.
1. Viruses and Other Destructive Activities. Use of the BigServices for creating or sending Internet viruses, worms or Trojan horses, or for pinging, flooding or mail bombing, or engaging in denial of service attacks is prohibited. It is also prohibited for Customer to engage in other activity that is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use the BigServices (or any connected network, system, service or equipment) or conduct their business over the Internet.
“Hacking” and related activities are prohibited. “Hacking” includes, but is not limited to, the following activities: illegally or without authorization, accessing computers, accounts or networks, penetrating or attempting to penetrate security measures, port scans, stealth scans, and other activities designed to assist in hacking.
1. Anonymous Proxies. JLB does not allow the use of anonymous proxy scripts on its servers. They can be very abusive to the server resources, affecting all users on that server. Customer will not access or copy any portion of the BigServices through any automated viewing, downloading or crawling systems.
1. Export Control Violations. The exportation of encryption software outside of Australia or the United States and/or violations of Australian or United States law relating to the exportation of software is prohibited. Customer may not export or transfer, directly or indirectly, any regulated product or information to anyone outside Australia or the United States without complying with all applicable statues, codes, ordinances, regulations, and rules imposed by Australian and United States federal, state or local law, or by any other applicable law.
1. Child Pornography. The use of the BigServices to store, post, display, transmit, sell, advertise or otherwise make available child pornography is prohibited. JLB is required by law to, and will, notify law enforcement agencies when it becomes aware of the presence of child pornography on, or being transmitted through, the BigServices.
1. Other Illegal Activities. The use of the BigServices to engage in any activity that is determined by JLB, in its sole and absolute discretion, to be illegal is prohibited. Such illegal activities include, but are not limited to, storing, posting, displaying, transmitting, selling or otherwise making available ponzi or pyramid schemes, fraudulently charging credit cards or displaying credit card information of third parties without their consent, and failure to comply with applicable online privacy laws. JLB will cooperate fully with appropriate law enforcement agencies in connection with any and all illegal activities occurring on or through the BigServices.
1. Other Activities. This list of prohibitions provides examples of prohibited conduct, and is not intended to be a complete or exclusive list of all prohibitions. Engaging in any activity that, in JLB’s sole and absolute discretion, disrupts, interferes with or is harmful to (or threatens to disrupt, interfere with, or be harmful to) the BigServices, JLB’s business, operations, reputation, goodwill, customers and/or customer relations, or the ability of JLB’s customers to effectively use the BigServices is prohibited. Such prohibited activities include making available any program, product or service that is designed to or could be used to violate these BigTerms. In addition, the failure of Customer to cooperate with JLB in correcting or preventing violations of these BigTerms by, or that result from the activity of, a customer, patron, subscriber, invitee, visitor, or guest of Customer constitutes a violation of these BigTerms by Customer. Without limiting the rights and remedies available to it, JLB reserves the right in its sole discretion, to suspend or terminate Customer’s access to its account and the BigServices, with or without notice, and to take any other action that JLB determines in its sole discretion is necessary as a result of any behavior by Customer that is illegal, inappropriate, disruptive to this website, the BigServices, or to any other user of this website or the BigServices, or which otherwise breaches these BigTerms. JLB may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required, or otherwise in JLB’s sole discretion, JLB will cooperate with law enforcement agencies in any investigation of alleged illegal activity conducted using this website or the BigServices. These prohibitions do not require JLB to monitor, police, remove or reject any content, information, graphics, photographs or links on Customer’s hosted sites or any Customer Voluntary Suggestions or other information submitted by Customer or any other user.
1. Virtual Machine Commands and Runtime Engines. Use of JLB’s ecommerce website design platform to author webpages (or portions thereof) that are displayed through the use of virtual machine commands or a runtime engine is prohibited.
1. Backup Storage
1. JLB offers its BigServices to host ecommerce websites, not to store data. Using an account as an online storage space for archiving electronic files is prohibited and will result in termination of BigServices without prior notice. For its own operational efficiencies and purposes, JLB from time to time backs up data on its servers, but is under no obligation or duty to Customer to do so under these BigTerms. IT IS SOLELY CUSTOMER’S DUTY AND RESPONSIBILITY TO SEPARATELY BACKUP CUSTOMER’S FILES AND DATA WHICH MAY RESIDE ON JLB SERVERS. UNDER NO CIRCUMSTANCES WILL JLB BE LIABLE TO ANYONE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY FOR LOSS OF CUSTOMER’S FILES AND/OR DATA ON ANY JLB SERVER. JLB WILL PROVIDE A BACKUP SOLUTION FOR THE CUSTOMER TO UTILIZE.
1. Copyright Infringement
1. Reporting Claims of Copyright Infringement. JLB will respond to notices of copyright infringement that comply with applicable law. If a copyright holder believes that there has been a violation of his/her copyright on a site that is hosted by JLB BigServices or a JLB subsidiary, the copyright holder may request that JLB remove or disable the material by submitting written notification to our Copyright Agent (designated below). In accordance with the Digital Millennium Copyright Act (” DMCA”), the written notice must include substantially the following:
1. A signature (physical or electronic) of a person authorized to act on the copyright owner’s behalf.
1. Identification of the copyrighted work that is claimed to have been infringed, or, if the claim involves multiple copyrighted works, a representative list of such works.
1. Identification of the material that is claimed to be infringing, with information sufficient to permit us to locate the material.
1. Contact information for the person giving the notification, including name, address, telephone, and email address.
1. A statement that the person giving the notification has a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
1. A statement that the information in the notification is accurate, and under penalty of perjury, that the person giving the notification is authorized to act on behalf of the copyright owner.Our designated Copyright Agent to receive DMCA notices is:Copyright Agent
1604 Westgate Circle, Ste 150
Brentwood, TN 37027
email@example.comPlease be aware that if you knowingly make a material misrepresentation that material or activity is infringing your copyright, you may be held liable for damages under the DMCA.
1. Copyright Counter-Notifications. If Customer believes that it has had material removed or disabled by mistake or misidentification, Customer may file a counter-notification with JLB by submitting written notification to our copyright agent (identified above). Pursuant to the DMCA, the Counter-Notice must contain substantially all the following:
1. A signature (physical or electronic) of the person submitting the counter-notification.
1. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
1. Contact information for the person submitting the counter-notification, including name, address, telephone, and email address.
1. A statement under penalty of perjury by the person submitting the counter-notification that he/she has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification.
1. A statement by the person submitting the counter-notification that Customer will consent to the jurisdiction of the Federal District Court for the judicial district in which it is located (or if Customer resides outside the United States for any judicial district in which Customer’s website may be found) and that Customer will accept service from the person (or an agent of that person) who submitted the DMCA notice at issue.The DMCA allows JLB to restore the removed content if the party filing the original DMCA Notice does not file a court action against Customer within ten business days of receiving the copy of Customer’s Counter-Notice.Please be aware that if you knowingly make a material misrepresentation that material or activity was removed or disabled by mistake or misidentification, you may be held liable for damages under the DMCA.
1. Repeat Infringers. It is JLB’s policy in appropriate circumstances to disable and/or terminate the accounts of Customers who repeatedly infringe copyrights.
1. Governing Law; Jurisdiction. If you are a resident of the United States, the laws of the State of Tennessee will govern the validity and construction of these BigTerms and any dispute arising out of or relating to these BigTerms, without regard to the principles of conflict of laws. Customer hereby consents (and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect to the jurisdiction and venue of the federal and state courts located in Davidson County, Tennessee (USA). If you are not a resident of the United States, the laws of Australia will govern the validity and construction of these BigTerms and any dispute arising out of or relating to these BigTerms, without regard to the principles of conflict of laws. Customer agrees to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these BigTerms and is hereby expressly excluded.
1. WARRAN.TY DISCLAIMER. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ITS USE OF THIS WEBSITE AND THE SERVICES FOUND AT THIS WEBSITE WILL BE AT ITS OWN RISK AND THAT THIS WEBSITE AND THE SERVICES FOUND AT THIS WEBSITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. JLB, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. JLB, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT (A) THE ABILITY OF THE SERVICES OR SOFTWARE TO PERFORM WITHOUT LIMITATION OR RESTRICTION IN ANY GIVEN ENVIRONMENT, (B) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS WEBSITE OR THE SERVICES OR SOFTWARE, (C) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND/OR (D)) THE SERVICES FOUND AT THIS WEBSITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND JLB ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.IN ADDITION, CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY JLB, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), WHETHER DIRECTLY OR INDIRECTLY, WILL (A) CONSTITUTE PERSONAL, LEGAL OR FINANCIAL ADVICE OR (B) CREATE A WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND WITH RESPECT TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE. CUSTOMER SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE, AND CUSTOMER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO ITS SITUATION.THE FOREGOING DISCLAIMER OF REPRESENTATIONS, CONDITIONS AND WARRANTIES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, JLB’S WARRANTIES, CONDITIONS AND REPRESENTATIONS WITH RESPECT TO THIS WEBSITE, THE SERVICES, AND SOFTWARE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
1. LIMITATION OF LIABILITY. JLB, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ASSUME NO RESPONSIBILITY WITH RESPECT TO CUSTOMER’S OR ITS END USER’S USE OF THE SERVICES AND WILL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT JLB IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. JLB, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL IN NO EVENT BE LIABLE IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY JLB FROM CUSTOMER FOR THE SERVICES DURING THE 12-MONTH PERIOD BEFORE THE CLAIM OR CAUSE OF ACTION AROSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED.SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, THE LIABILITY OF JLB, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR SUCH DAMAGES WITH RESPECT TO THIS WEBSITE AND THE SERVICES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
1. Indemnification of JLB. Customer agrees to defend, indemnify and hold JLB and its Content Providers and the respective directors, officers, employees and agents of each harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to Customer’s breach of any of these BigTerms or use by Customer or any third party (authorized, permitted or enabled by Customer) of the BigServices, except to the extent the foregoing directly result from JLB’s own gross negligence or willful misconduct. JLB reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer. THIS FOREGOING INDEMNIFICATION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
1. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
1. No Assignment by Customer. Customer may not assign this Agreement without the prior written consent of JLB, which JLB may refuse in its sole discretion. Any attempt by Customer to assign this Agreement without prior written consent from JLB will be deemed null and void. JLB may assign this Agreement at any time. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
1. Waiver. The failure of JLB to exercise or enforce any right or provision of these BigTerms or this Agreement will not constitute a waiver of such right or provision.
1. Entire Agreement. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. The section headings and titles in these BigTerms and this Agreement are for convenience only and have no legal or contractual effect. These BigTerms and this Agreement will be interpreted without application of any strict construction in favor of or against Customer or JLB.
1. Independent Contractors. No agency, partnership, joint venture or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind JLB in any respect whatsoever.
1. Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys’ fees.
1. Force Majeure. JLB will have no liability to Customer or any third party for any failure by JLB to perform its obligations under these BigTerms in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of JLB, including without limitation an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion or other event of force majeure.
1. Additional Service Specific BigTerms
In addition to the BigTerms above, Customer also agrees to be bound by the additional service specific terms applicable to the BigServices Customer purchases or uses provided by JLB or its partners. The following Service Specific BigTerms are hereby incorporated by reference and are binding upon Customer.
1. Migration and Onboarding BigServices