Effective Date: July 15, 2018
This End User License Agreement ("Agreement") is a binding agreement between you, either as an individual or a single entity, ("Licensee" or "you") JADEO.co and all subsidiary webpages (the “Site”), owned and operated by JDAILY Inc. (“JADEO”, JADEO.CO,” “Us,” “We,” or similar terms) and JDAILY Inc.
This Agreement governs your use of the Site. The Site is licensed, not sold, to you. Terms not defined in this policy are defined in the JADEO Terms of Service.
BY USING THE SITE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE.
1. LICENSE GRANT
You acknowledge and agree that the Site is provided under license, and not sold, to you. You do not acquire any ownership interest in the Site under this Agreement, or any other rights thereto other than to use the Site in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. JADEO reserves and shall retain its entire right, title and interest in and to the Site, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
3. FEES AND PAYMENT
You agree to pay JADEO the monthly or annual subscription fees indicated for that service. Payments will be charged on the day you sign up for a Business Membership and will cover the use of that service for a monthly or annual period as indicated. Annual Business Membership fees are not refundable and Monthly Business Membership can be cancelled before the next scheduled payment.
If you have a Platinum Business Membership you may downgrade to the Gold Business Membership anytime prior to your next monthly invoice/billing date and your monthly service fee per month will be automatically adjusted. If you would like to upgrade from Gold Business Membership to Platinum Business Member you may do so at anytime and your invoice amount will be pro-rated from the day you activate the upgrade.
It is important to note, when you cancel any Business Membership on the Site, your Business Member Profile page and all site activity and content created by that Account, including articles, comments, posts will be permanently deleted and cannot be restored.
While information provided is intended to be accurate, no representation or warranty is made with respect to the accuracy or reliability of such information. JADEO endeavors to display all information correctly, but occasionally the information provided may not be accurate. Product, service and other information provided are subject to change without notice. Errors will be corrected where discovered, and JADEO reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions. Please let us know immediately if you become aware of any errors on the Site. Graphics and diagrams have been provided for illustrative purposes only, and may not accurately reflect actual product availability.
5. TERM AND TERMINATION
Upon termination of this Agreement for any reason, you shall delete and/or destroy all copies of the Site, and all rights granted to you under this Agreement will immediately terminate. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and JADEO’s proprietary rights shall survive any such termination. You agree that JADEO or either of its affiliates, owners, officers, or employees, shall not be liable to you or any third-party for any termination of your access to the Site.
6. LOGO PERMISSIONS
You grant JADEO the right to use your company name and logo in JADEO promotional material. If you need an exception to this, you must e-mail us at [email protected] before you sign up.
JADEO shall use commercially reasonable efforts consistent with prevailing industry standards to provide the Site in a professional and workmanlike manner that is free of defects. Your sole remedy, and JADEO’s exclusive liability, for defects in the service shall be for JADEO to use commercially reasonable efforts to promptly correct such defects.
8. DISCLAIMER OF WARRANTIES
EXCEPT TO THE EXTENT PROVIDED IN SECTION 7 (WARRANTIES), THE SITE IS PROVIDED "AS IS". JADEO AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER JADEO NOR ITS SUPPLIERS AND LICENSORS, MAKES ANY WARRANTY THAT THE SITE WILL BE ERROR FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED. YOU UNDERSTAND THAT YOU DOWNLOAD FROM, OR OTHERWISE OBTAIN CONTENT OR SERVICES THROUGH, THE SITE AT YOUR OWN DISCRETION AND RISK.
9. LIMITATION OF LIABILITY
IN NO EVENT WILL JADEO, OR ITS SUPPLIERS OR LICENSORS, BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) THE COST OF PROCUREMENT OR SUBSTITUTE PRODUCTS OR SERVICES; (III) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA. IN NO EVENT WILL JADEO, OR ITS SUPPLIERS OR LICENSORS, BE LIABLE FOR ANY AMOUNTS THAT EXCEED THE FEES PAID BY YOU TO JDAILY INC UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION. JADEO SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND THEIR REASONABLE CONTROL.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS JADEO, ITS CONTRACTORS, AND ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS AND EXPENSES, INCLUDING ATTORNEYS' FEES, ARISING OUT OF YOUR MISUSE OF THE SITE, INCLUDING BUT NOT LIMITED TO OUT OF YOUR VIOLATION THIS AGREEMENT.
The Agreement is entered into and performed in the Province of Ontario, Canada and is governed by and shall be construed under the laws of Ontario, exclusive of any choice of law or conflict of law provisions. In any claim or action directly or indirectly arising under the Agreement or related to the Site, each party irrevocably submits to the personal jurisdiction of the courts located in Ontario, Canada. Each party waives any jurisdictional, venue or inconvenient forum objections to these courts. You agree that you shall pursue any claim against Us in your individual capacity only, and you will not participate in any collective or so-called “class” action against JADEO. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
You may not assign any rights or obligations under the Agreement without JADEO’s prior written consent. JADEO may assign all or part of the Agreement. If you violate any of the Agreement, your authorization to use the Site and all licenses granted herein terminate automatically. If any of the provisions of the Agreement are held unenforceable or overbroad by a court or other tribunal of competent jurisdiction, then those provisions shall be limited or eliminated to the minimum extent necessary to allow the remainder to retain its full force and effect. You agree to bring any and all claims within 12 months of the date on which such claim first arises; all claims not brought by you within such time period are waived. No waiver of any provision of this Agreement by JADEO shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
The Agreement constitutes the sole and entire agreement between you and JADEO with respect to the Agreement and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site.
YOU AGREE TO THIS AGREEMENT ELECTRONICALLY. YOU AUTHORIZE US TO PROVIDE YOU ANY INFORMATION AND NOTICES REGARDING THE SOFTWARE (“NOTICES”) IN ELECTRONIC FORM. WE MAY PROVIDE NOTICES TO YOU (1) VIA E-MAIL IF YOU HAVE PROVIDED US WITH A VALID EMAIL ADDRESS OR (2) ON THIS PAGE OR A SIMILAR PAGE OF THE SITE; OR (3) VIA THE SITE. The delivery of any notice is effective when sent or posted, regardless of whether you read the notice or actually receive the delivery. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Site following the posting of any changes to this Agreement constitutes acceptance of those changes. You can withdraw your consent to receive notices electronically by discontinuing your use of the Site.