1. Free Trials and Limited Time Offers.
1.1 If You register for a free trial or limited time offer of Prio (a “Special Offer”), JCLAD will make those portions of Prio listed as part of the Special Offer available to You free of charge until the earlier of (a) the end of the term of such Special Offer; or (b) the start date of the subscription for Prio set forth in an Order Form that You execute. Additional terms and conditions applicable to Your Special Offer may appear on the registration page for such Special Offer and all such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
1.2 ANY DATA THAT YOU ENTER INTO PRIO AND ANY USER CONFIGURATIONS TO PRIO THAT YOU MAKE DURING THE TERM OF YOUR SPECIAL OFFER WILL BE PERMANENTLY LOST UNLESS YOU EXECUTE AN ORDER FORM FOR PRIO OR EXPORT YOUR DATA BEFORE THE END OF THE TERM OF YOUR SPECIAL OFFER. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE TERM OF A SPECIAL OFFER TO A VERSION OF PRIO THAT WOULD BE A DOWNGRADE FROM THE VERSION OF PRIO OFFERED AS PART OF THE SPECIAL OFFER. IF YOU PURCHASE A VERSION OF PRIO THAT WOULD BE A DOWNGRADE, YOU WILL LOSE YOUR DATA UNLESS YOU EXPORT IT BEFORE THE END OF THE TERM OF YOUR SPECIAL OFFER.
2. Provision of Prio.
2.1 Limited License. JCLAD hereby grants You a nonexclusive, nontransferable, revocable, worldwide license, without right of sublicense, to access and use, and to allow Your “Users” (defined below) to access and use, Prio for Your internal use. The foregoing license and Your use of Prio is also subject to any and all Documentation provided in connection therewith.
3. Your Responsibilities.
3.1 Authorized Users.
(b) You are responsible for maintaining the confidentiality of Your and Your Users’ account passwords and You are solely responsible for all activities that occur through Your and Your Users’ accounts. You agree to immediately notify JCLAD of any breach or unauthorized use of any of Your or Your Users’ accounts. JCLAD reserves the right to require You and Your Users to alter Your passwords if JCLAD believes that Your passwords are no longer secure. You agree that You will be solely responsible for any loss or damage You suffer as a result of Your or Your Users’ failure to adequately safeguard account information and that You may also be liable for the losses of JCLAD or others due to such failure.
3.3 Updates. JCLAD may, in its sole discretion, modify, update or delete features or services or modify the appearance of Prio at any time in its sole discretion. In connection with such updates and modifications, You may be required to implement upgrades or modifications to Your networks and other systems and will implement any such upgrades and modifications at Your sole expense.
3.5 Your Data. You will be responsible for the accuracy, quality and legality of Your Data and the legality of the means by which You acquired Your Data. You further acknowledge that in connection with Your use of Prio, JCLAD may have access to or process Your Data, including system-specific data and personal, proprietary information and, subject to JCLAD’s compliance with its confidentiality obligations under Section 11, You hereby authorize JCLAD to do so as required to provide Prio to You.
4. Fees and Payment.
4.1 Fees. You will pay JCLAD the fees, if any, set forth on the registration page for Prio that You purchase or, if You have executed an Order Form(s), in such Order Form(s) (the “Fees”). The number of User subscriptions purchased may not be decreased during the applicable subscription term but may be increased as described in Section 3.1. All sales are final and nonrefundable unless otherwise provided by law. All Fees are listed in and all payments will be made in U.S. Dollars.
4.2 Taxes. All Fees are exclusive of taxes, including import or export duties, sales, use, value added, withholding and excise taxes assessable by any local, state, provincial, federal or foreign jurisdiction (collectively “Taxes”). If JCLAD has the legal obligation to pay or collect Taxes for which You are responsible, such Taxes will either be included on JCLAD’s invoices to You or listed on the registration page for Prio, as applicable, and You will pay such Taxes to JCLAD, unless You provide JCLAD with a valid tax exemption certificate authorized by the appropriate taxing authority.
(a) You acknowledge and agree that You are responsible for paying all Fees in a timely manner and for providing a valid credit card or other form of payment acceptable to JCLAD. IN ADDITION, YOU ACKNOWLEDGE THAT IF YOU REGISTER FOR PRIO ONLINE, YOUR ONLINE ACCEPTANCE CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND JCLAD AND SIGNIFIES YOUR INTENT TO BE BOUND TO SUCH ONLINE ACCEPTANCE.
(b) Unless otherwise stated in an applicable Order Form, any invoiced charges are due net thirty (30) days from JCLAD’s invoice date. You are responsible for providing complete and accurate billing and contact information to JCLAD and notifying JCLAD of any changes to such information. All JCLAD accepts payment by credit card and any other form of payment that JCLAD may make available for Prio. JCLAD may charge Your account’s listed payment method the amounts due for Prio, including any taxes or other additional amounts indicated on the transaction page for Prio or on the Order Form. You further agree to abide by any relevant terms of service or other legal agreement, including with a third party payment services provider, that governs Your use of a given payment processing method. JCLAD may add or remove payment processing methods in its sole discretion and without notice to You.
(c) By providing JCLAD with a payment method, You: (i) represent that You are authorized to use the payment method that You provided; and (ii) authorize JCLAD to charge You for the subscriptions to Prio that You order using Your payment method. JCLAD will notify You in advance of any price changes for recurring subscription services. Provided that automatic renewals are allowed in Your country, if You selected automatic renewal when You signed up for Prio, JCLAD may automatically renew your subscription to Prio at the end of Your then-current subscription term. JCLAD will inform You by e-mail prior to each renewal and remind You that Your designated payment method will be billed. JCLAD will also provide You with instructions on how to cancel Prio. You must cancel Prio prior to the renewal date to avoid being billed for renewal of your subscriptions.
(d) If You believe there is an error in the Fees You have been charged or for which you have been invoiced, as applicable, You must notify JCLAD within ninety (90) days after the error first appears. JCLAD will then promptly investigate the charge. Subject to applicable laws, if You do not notify JCLAD within that time, You release JCLAD from all liability and claims of loss resulting from the error and JCLAD will not be required to fix the error or provide a refund. If JCLAD identifies a billing error, JCLAD will correct the error within sixty (60) days.
4.4 Late Fees. If You fail to pay any Fees or other charges due by their applicable due date, at JCLAD’s discretion, such charges may accrue late charges at the rate of one percent (1%) of the outstanding balance per month or the maximum rate permitted by law, whichever is less, from the date such payment was due until the date paid. All amounts paid will first be applied against any late charges due, with the balance applied against the outstanding Fees and charges. To the extent permitted by law, You will pay for all reasonable costs JCLAD incurs to collect any past due amounts, including reasonable attorneys' fees and other legal fees and costs.
4.5 Suspension of Service. If any undisputed Fees or charges are overdue more than thirty (30) days, JCLAD will have the right upon written notice to You, without limiting its other rights and remedies, to suspend Prio until such amounts are paid in full.
5. Intellectual Property Rights.
5.1 Ownership of Prio. As between You and JCLAD, JCLAD owns and retains all right, title and interest, including all intellectual property rights in and to (a) Prio, (c) JCLAD’s Confidential Information (defined in Section 11) and any and all other information relating to Prio or its implementation, marketing, promotion, or sale; (c) all work product, content, ideas, know-how, concepts, methods and techniques created or employed by JCLAD in the delivery of Prio, whether pre-existing or developed in the course of providing Prio; and (d) any derivative works based on any of the foregoing (collectively, the “JCLAD IP”). In addition, You agree and acknowledge that JCLAD has an unlimited, irrevocable, perpetual right and license to use, incorporate into Prio, distribute and otherwise exploit all suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to Prio provided by You or any of Your Users, all of which is deemed part of the JCLAD IP. In the event any right, title or interest arises or vests at any time in You to any JCLAD IP, You hereby assign to JCLAD all such right, title and interest.
5.2 Ownership of Your Data. You own and will retain all right, title and interest, including all intellectual property rights, in and to Your Data.
5.3 Usage Statistics. JCLAD may aggregate and use for JCLAD’s internal business purposes those portions of Your Data that relate to how You use Prio (“Usage Statistics”) and may disclose the Usage Statistics to third parties for the purpose of improving Prio or for JCLAD’s marketing and promotional purposes so long as the Usage Statistics are disclosed only in the aggregate, do not include Your Confidential Information and are not disclosed in a manner so that they would be attributable specifically to You, Your projects or customers or in a manner that would provide the ability to identify individuals or Your customers.
5.4 Reservation of Rights. Other than the explicit rights granted herein, nothing in this Subscription Agreement will be construed or interpreted as granting to You any rights or licenses in or to the JCLAD IP, including any rights of ownership, intellectual property rights or any other proprietary rights.
6. Publicity. If You are a legal entity, JCLAD has the right to list Your legal entity as a user of Prio in descriptions of Prio and in related promotional and marketing materials and press releases. JCLAD will not use any of Your trademarks on such materials without Your prior written consent.
7. Warranties and Disclaimers.
7.1 Your Data. You represent and warrant that You have made all disclosures and obtained all rights and permissions required to use and transfer Your Data within and outside the country where Your Data originates and for JCLAD to use Your Data as set forth in Section 3.5.
7.2 Disclaimers. YOU ACKNOWLEDGE THAT PRIO AND ANY OTHER SERVICES PROVIDED BY JCLAD, AND ALL COMPONENTS OF ALL OF THE FOREGOING, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JCLAD DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, TITLE OR NON-INFRINGEMENT; (B) RELATING TO THE PERFORMANCE OF PRIO OR JCLAD’S PERFORMANCE OF ANY OTHER SERVICES; (C) WITH RESPECT TO ANY RESULTS TO BE OBTAINED FROM PRIO; (D) THAT USE OF PRIO WILL BE UNINTERRUPTED OR ERROR FREE; OR (E) WITH RESPECT TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, OR EFFECTIVENESS OF ANY DATA, RESULTS, CONTENT OR OTHER INFORMATION OBTAINED OR GENERATED BY YOU OR YOUR USERS THROUGH USE OF PRIO. YOU UNDERSTAND AND AGREE THAT YOUR USE OF PRIO IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM JCLAD OR THROUGH PRIO WILL CREATE ANY WARRANTY FROM JCLAD NOT EXPRESSLY MADE HEREIN.
Prio is controlled and offered by jclad from its facilities in the United States of America. jclad makes no representations that Prio are appropriate or available for use in other locations. Those who access or use Prio from other jurisdictions do so at their own RISK and are responsible for compliance with local law.
8.4 Exclusive Remedy. This Section 8 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any of the claims set forth in this section.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the limitations and disclaimers set forth in Sections 7 and 9 may not apply to You. To the extent that JCLAD may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of JCLAD’s liability will be the minimum permitted under such applicable law.
10. Term and Termination.
11. Confidential Information.
11.1 Confidential Information. “Confidential Information” means information that is disclosed by a party (“Discloser”) to the other party (“Recipient”) whether orally or in writing, that is designated as confidential at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limitation of the foregoing, Your Confidential Information includes Your Data and JCLAD’s Confidential Information includes Prio, the Order Forms and the terms of Your subscriptions for use of Prio, as well as all information relating to JCLAD’s business, including product and service development plans and technical information. Notwithstanding the foregoing, Confidential Information does not include information that Recipient demonstrates: (a) was already known to Recipient at the time of disclosure by Discloser; (b) was disclosed to Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of Recipient has become, generally available to the public; or (d) was independently developed by Recipient without access to, or use of, Discloser’s Information.
12. Data Security.
12.2 Security Events. JCLAD shall notify You in writing within 24 hours of JCLAD first having reasonable suspicion of any unauthorized loss, transfer, acquisition, or misuse of Your Confidential Information. JCLAD shall investigate the incident, take any actions that are necessary to mitigate resulting damage, and provide any consumer notices required by law as a result of such a security breach. You acknowledge that if Your Confidential Information has been disclosed to or accessed by an unauthorized party (a “Security Event”), Legal Requirements may require that JCLAD notify those persons whose personal information was disclosed that a Security Event has occurred. JCLAD shall notify You promptly if it learns or has a reasonable basis to believe a Security Event has occurred. Unless otherwise required by a Legal Requirement, JCLAD shall not notify the persons affected until it first consults with You and You has had an opportunity to review (but not approve) any such notice.
12.3 Backup and Disaster Recovery. JCLAD shall act in accordance with JCLAD’s Data Backup Plan and will maintain a disaster recovery plan that is at least commensurate with applicable industry standards, a copy of which shall be shown to You upon request, and which JCLAD shall test at least once per year. Such plan shall include provision for a geographically remote disaster recovery facility, along with required hardware, software and Internet connectivity, in the event that JCLAD’s production facilities were to be rendered unavailable.
13.3 No Assignment. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by You, and any such attempted assignment or transfer will be void and without effect.