## Terms of Use
BY SIGNING UP FOR AN ACCOUNT AND USING THE JELI, INC. ("COMPANY") SERVICES AND PRODUCTS ("SERVICES"), "YOU" (MEANING YOU PERSONALLY AND THE COMPANY YOU REPRESENT AND ON WHOSE BEHALF YOU ARE FULLY AUTHORIZED TO ENTER THIS AGREEMENT) ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO SIGN UP FOR AN ACCOUNT OR ACCESS THE COMPANY'S SERVICES. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
1. **TRIAL LICENSE GRANT.** Subject to the terms of this Agreement, Company hereby grants you (and only you) a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to use internally and non-commercially Services only in accordance with the Company's written documentation (if any). You understand that Company may modify (including changes to the cost of the Services) the Services at any time, provided that the Company shall provide you with ten (10) days' prior notice of any modification that materially and detrimentally affects the functionality of the Services.
2. **RESTRICTIONS.** You may not (and agree not to, and not permit or enable others to), directly or indirectly: (a) copy, distribute, rent, lease, timeshare, operate a service bureau, or otherwise use for the benefit of a third party, the Services; (b) decompile, reverse engineer or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services (except to the extent applicable law prohibits restrictions on reverse engineering) or otherwise use it with the intention of abusing the Services or to create a competing product or service; (c) remove any proprietary notices from the Services; (d) infringe or violate the intellectual property rights or any other rights of anyone else (including the Company); (e) violate the security of any computer network, or cracks any passwords or security encryption codes; or (f) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by the Company.
3. **SUPPORT AND UPGRADES.** This Agreement does not entitle you to any support, upgrades, patches, enhancements, or fixes for the Services (collectively, "Support"). Any such Support for the Services that may be made available by Company shall become part of the Services and subject to this Agreement. Company may suspend or discontinue any part of the Services, or may introduce new features or impose limits on certain features or restrict access to parts or all of the Services, with or without notice to you.
4. **OWNERSHIP.** Except for the limited licenses expressly granted in Section 1, the Company does not convey to you any rights in or related to the Services. The Company will retain all intellectual property rights relating to the Services or any suggestions, ideas, enhancements, requests, feedback, recommendations or other information provided by you or any third party relating to the Service, and you hereby make all assignments to effect to foregoing ownership.
5. **CUSTOMER DATA.** For purposes of this Agreement, "Customer Data" shall mean any data, information or other material provided, uploaded, or submitted by you to the Services in the course of using the Services. You shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein, and you shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Company is not responsible to you for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to Company's gross negligence or willful misconduct. You are responsible for the use of the Services by any person to whom you have given access to the Services, even if you did not authorize such use.
6. **WARRANTY DISCLAIMER.** THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY (FOR ITSELF AND ITS LICENSORS) HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
7. **LIMITATION OF LIABILITY.** UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL COMPANY OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE OR (B) ANY AMOUNT IN EXCESS OF $100.
8. **AMENDMENT.** Company reserves the right to update this Agreement at any time and will notify you of such changes by email or otherwise. If you don't agree with the changes, you may no longer continue using the Services. If you use the Services in any way after a change to this Agreement is effective, you are deemed to have agreed to the changes. Except as provided herein, no other amendment of this Agreement is effective unless in writing and signed between Company and you.
9. **TERMINATION.** Company reserves the right at any time to suspend your access to the Services: (i) for scheduled or emergency maintenance, (ii) in the event you are in breach of this Agreement, or (iii) in the event the Company detects abuse of the Services. Company may also terminate this Agreement and your access to the Services for convenience upon ten (10) days' prior written notice to you. You may terminate this Agreement by contacting Company at support@jeli.io. Sections 2 through 12 shall survive termination of this Agreement.
10. **INCORPORATION.** Your use of the Services is subject to the Company's privacy policy available at https://jeli.io/security/privacy-policy, which is incorporated herein by reference. [To the extent applicable, you also agree to the Company's Data Processing Addendum available at https://jeli.io/security/data-processing-addendum, which is incorporated herein by reference.]
11. **ARBITRATION; CLASS ACTION WAIVER.**
1. Arbitration. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in San Francisco, California. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
2. Costs of Arbitration. The Rules will govern payment of all arbitration fees. Company will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Company will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
3. Small Claims Court; Infringement. Either you or Company may assert claims, if they qualify, in small claims court in San Francisco, California or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
4. Waiver of Jury Trial. YOU AND COMPANY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Company are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Company over whether to vacate or enforce an arbitration award, YOU AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
5. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Company is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 11.7 below.
6. Opt-out. You have the right to opt out of the provisions of this Section 11 by sending written notice of your decision to opt out to the following address: [548 Market Street, #94550, San Francisco, CA 94104] postmarked within thirty (30) days of first accepting this Agreement. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of this arbitration provision.
7. Exclusive Venue. If you send the opt-out notice in Section 11.6, and/or in any circumstances where the foregoing arbitration agreement permits either you or Company to litigate any dispute arising out of or relating to the subject matter of this Agreement in court, then the foregoing arbitration agreement will not apply to either party, and both you and Company agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, San Francisco, California, or the federal district in which that county falls.
12. **MISCELLANEOUS.** You shall comply with all applicable export laws, restrictions and regulations in connection with your use of the Services, and will not export or re-export the Services in violation thereof. This Agreement is personal to you and you shall not assign or transfer the Agreement or the Services to any third party under any circumstances; Company may assign or transfer this Agreement without consent. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under California without regard to any conflicts of law provisions thereof.
BY SIGNING UP FOR AN ACCOUNT AND USING THE JELI, INC. ("COMPANY") SERVICES AND PRODUCTS ("SERVICES"), "YOU" (MEANING YOU PERSONALLY AND THE COMPANY YOU REPRESENT AND ON WHOSE BEHALF YOU ARE FULLY AUTHORIZED TO ENTER THIS AGREEMENT) ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO SIGN UP FOR AN ACCOUNT OR ACCESS THE COMPANY'S SERVICES. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
1. **TRIAL LICENSE GRANT.** Subject to the terms of this Agreement, Company hereby grants you (and only you) a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to use internally and non-commercially Services only in accordance with the Company's written documentation (if any). You understand that Company may modify (including changes to the cost of the Services) the Services at any time, provided that the Company shall provide you with ten (10) days' prior notice of any modification that materially and detrimentally affects the functionality of the Services.
2. **RESTRICTIONS.** You may not (and agree not to, and not permit or enable others to), directly or indirectly: (a) copy, distribute, rent, lease, timeshare, operate a service bureau, or otherwise use for the benefit of a third party, the Services; (b) decompile, reverse engineer or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services (except to the extent applicable law prohibits restrictions on reverse engineering) or otherwise use it with the intention of abusing the Services or to create a competing product or service; (c) remove any proprietary notices from the Services; (d) infringe or violate the intellectual property rights or any other rights of anyone else (including the Company); (e) violate the security of any computer network, or cracks any passwords or security encryption codes; or (f) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by the Company.
3. **SUPPORT AND UPGRADES.** This Agreement does not entitle you to any support, upgrades, patches, enhancements, or fixes for the Services (collectively, "Support"). Any such Support for the Services that may be made available by Company shall become part of the Services and subject to this Agreement. Company may suspend or discontinue any part of the Services, or may introduce new features or impose limits on certain features or restrict access to parts or all of the Services, with or without notice to you.
4. **OWNERSHIP.** Except for the limited licenses expressly granted in Section 1, the Company does not convey to you any rights in or related to the Services. The Company will retain all intellectual property rights relating to the Services or any suggestions, ideas, enhancements, requests, feedback, recommendations or other information provided by you or any third party relating to the Service, and you hereby make all assignments to effect to foregoing ownership.
5. **CUSTOMER DATA.** For purposes of this Agreement, "Customer Data" shall mean any data, information or other material provided, uploaded, or submitted by you to the Services in the course of using the Services. You shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein, and you shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Company is not responsible to you for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to Company's gross negligence or willful misconduct. You are responsible for the use of the Services by any person to whom you have given access to the Services, even if you did not authorize such use.
6. **WARRANTY DISCLAIMER.** THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY (FOR ITSELF AND ITS LICENSORS) HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
7. **LIMITATION OF LIABILITY.** UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL COMPANY OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE OR (B) ANY AMOUNT IN EXCESS OF $100.
8. **AMENDMENT.** Company reserves the right to update this Agreement at any time and will notify you of such changes by email or otherwise. If you don't agree with the changes, you may no longer continue using the Services. If you use the Services in any way after a change to this Agreement is effective, you are deemed to have agreed to the changes. Except as provided herein, no other amendment of this Agreement is effective unless in writing and signed between Company and you.
9. **TERMINATION.** Company reserves the right at any time to suspend your access to the Services: (i) for scheduled or emergency maintenance, (ii) in the event you are in breach of this Agreement, or (iii) in the event the Company detects abuse of the Services. Company may also terminate this Agreement and your access to the Services for convenience upon ten (10) days' prior written notice to you. You may terminate this Agreement by contacting Company at support@jeli.io. Sections 2 through 12 shall survive termination of this Agreement.
10. **INCORPORATION.** Your use of the Services is subject to the Company's privacy policy available at https://jeli.io/security/privacy-policy, which is incorporated herein by reference. [To the extent applicable, you also agree to the Company's Data Processing Addendum available at https://jeli.io/security/data-processing-addendum, which is incorporated herein by reference.]
11. **ARBITRATION; CLASS ACTION WAIVER.**
1. Arbitration. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in San Francisco, California. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
2. Costs of Arbitration. The Rules will govern payment of all arbitration fees. Company will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Company will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
3. Small Claims Court; Infringement. Either you or Company may assert claims, if they qualify, in small claims court in San Francisco, California or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
4. Waiver of Jury Trial. YOU AND COMPANY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Company are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Company over whether to vacate or enforce an arbitration award, YOU AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
5. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Company is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 11.7 below.
6. Opt-out. You have the right to opt out of the provisions of this Section 11 by sending written notice of your decision to opt out to the following address: [548 Market Street, #94550, San Francisco, CA 94104] postmarked within thirty (30) days of first accepting this Agreement. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of this arbitration provision.
7. Exclusive Venue. If you send the opt-out notice in Section 11.6, and/or in any circumstances where the foregoing arbitration agreement permits either you or Company to litigate any dispute arising out of or relating to the subject matter of this Agreement in court, then the foregoing arbitration agreement will not apply to either party, and both you and Company agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, San Francisco, California, or the federal district in which that county falls.
12. **MISCELLANEOUS.** You shall comply with all applicable export laws, restrictions and regulations in connection with your use of the Services, and will not export or re-export the Services in violation thereof. This Agreement is personal to you and you shall not assign or transfer the Agreement or the Services to any third party under any circumstances; Company may assign or transfer this Agreement without consent. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under California without regard to any conflicts of law provisions thereof.