(a) Subject to these Terms and Conditions, and the applicable Order Form, Jebbit hereby grants Customer the limited license to access the Platform solely to implement Customer’s Experiences during the Term. Customer shall not operate campaigns or otherwise provide or resell services to any third party through the Platform. Customer shall not, directly or indirectly, reverse engineer, manipulate, alter, copy, modify or interfere with the operation of the Platform. In addition, Customer shall promptly notify Jebbit if Customer suspects that any third party may be tampering with, abusing or manipulating the Platform.
(b) Jebbit shall provide Customer with access to Jebbit’s customer web interface available via the Platform (the “Customer Portal”) using login and password credentials assigned to Customer by Jebbit (“Login Credentials”). Customer may utilize the Customer Portal to design, deploy, and manage its campaigns directed to consumers (each an “Experience”) and to obtain information regarding the progress of its Experience(s).
(c) Customer shall protect the security and confidentiality of its Login Credentials and Customer acknowledges and agrees that all actions performed through the Customer Portal with use of the Customer’s Login Credentials are Customer’s sole responsibility, and Jebbit shall have no liability for unauthorized use of Customer’s Login Credentials by third parties.
(d) All Experiences are subject to Jebbit’s review and approval.
Customer hereby grants Jebbit a non-exclusive, royalty-free, worldwide license to use, copy, distribute, display and/or modify all trademarks, logos, and works of authorship provided by Customer (“Customer Content”) in connection with Jebbit’s provision of access to the Platform, the Experiences, or any Additional Services.
(a) Customer, and not Jebbit, is responsible for determining the nature and type of information collected from End Users within an Experience. At the conclusion of each Experience, Customer shall have the ability to import from the Platform all information about End Users derived from an Experience (“End User Data”). Customer shall own all End User Data. Customer hereby grants to Jebbit a worldwide, non-exclusive, perpetual, royalty-free license to (i) process the End User Data for the purpose of executing Experiences; (ii) utilize the End User Data to improve its products and services, and (iii) disclose the End User Data to third parties in aggregate and anonymized form.
(c) All End-User Data shall be stored in Amazon Web Services, and Jebbit shall not be liable for the security of the End User Data in AWS.
From time to time during the Term, Customer may request that Jebbit perform consulting or design or configuration services in connection with Customer’s Experience(s) (“Additional Services”). The scope and Fees for such Additional Services shall be mutually agreed to by the parties and set forth in an Order Form. The results and proceeds of any Additional Services (“Results and Proceeds”) will remain owned by Jebbit, and Jebbit hereby grants Customer a non-exclusive, royalty-free, worldwide license to use, copy, distribute, display and/or modify the Results and Proceeds solely in connection with the Experiences, on the Platform, during the Term.
(a) The Platform is made available to Customer on a subscription basis, All fees payable to Jebbit hereunder (“Fees”), and the payment terms therefor, shall be set forth in an Order Form. Unless otherwise set forth in an Order Form, the Fees will increase annually by an amount no greater than the cumulative increase in the Consumer Price Index during the preceding year plus 5%.
(b) If Customer fails to pay the Fees when due, Jebbit shall be entitled to suspend Jebbit’s provision of Services, or Customer’s access to the Platform, until such Fees have been paid. In addition, Jebbit may charge a late fee on all past due amounts at the rate of 1.5% per month, or the maximum rate permitted by law.
Subject to its confidentiality obligations hereunder, Jebbit may disclose that Customer is a customer of Jebbit in any format, whether online or offline, and Jebbit may elect to develop a case study based on the successful results of any Experiences hereunder, which it may share with potential and current customers. Customer hereby grants Jebbit the right to display Customer’s name and logo, in connection therewith.
(a) Each party represents and warrants to the other party that: (i) it has the power and authority to enter into and perform its obligations under this Agreement; (ii) it currently has no restrictions that would impair its ability to perform its obligations under this Agreement; and (iii) it shall comply with all applicable federal, state and local laws and regulations.
(c) EXCEPT FOR THE FOREGOING, THE PLATFORM IS PROVIDED “AS IS”, AND JEBBIT MAKES NO WARRANTY OF ANY KIND AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. JEBBIT MAKES NO WARRANTY OR GUARANTY OF ANY KIND OF CONTINUOUS OR UNINTERRUPTED USE OF THE PLATFORM, OR RESULTS OF ANY CUSTOMER EXPERIENCES.
(a) Jebbit shall defend Customer and its officers, directors and affiliates (collectively, “Customer Indemnitees”) from and against any claim, demand, suit, or proceeding made or brought against Customer by a third party (“Claim”) alleging that the Platform infringes that third party’s U.S. intellectual property; and Jebbit shall indemnify the Customer Indemnitees from and against any damages finally awarded against, and reasonable attorney's fees incurred by, Customer in connection with any such Claim that are specifically attributable to such Claim, or those costs and damages agreed to in a monetary settlement of such Claim (“Liabilities”).
(b) Customer shall defend Jebbit and its officers, directors and affiliates (collectively, “Jebbit Indemnitees”) from and against any Claim arising from (i) Customer’s use of the Platform, including without limitation, the conduct of any Experiences, (ii) the Customer Content , (iii) Customer’s collection and use of End User Data, and (iv) the negligence or willful misconduct of Customer; and Customer shall indemnify the Jebbit Indemnitees for any Liabilities.
(c) The party seeking indemnification hereunder (the “IndemnifiedParty”) shall promptly notify the other party (“Indemnifying Party”) of any loss, claim, damage, liability or action in respect of which the Indemnified Party intends to claim indemnification hereunder, and no later than thirty (30) days after the Indemnified Party receives notice of such (including a copy of any claim or lawsuit); provided, however, that failure to provide such notice within such timeframe shall not relieve the Indemnifying Party of its indemnification obligations unless the Indemnifying Party was materially prejudiced by such late notice. The Indemnifying Party shall be entitled, at its option, to exercise sole and exclusive control of the defense and settlement of any claim for which it is obligated to provide indemnification hereunder. The Indemnified Party shall reasonably cooperate in the investigation, defense and settlement of any claim for which indemnification is sought hereunder. An Indemnified Party shall have the right to retain separate legal counsel at its own expense.
(a) Each party agrees that all business, technical and financial information it obtains from the other party that may reasonably be expected by the disclosing party to be considered confidential (“Confidential Information”) is the confidential property of the disclosing party. Except as expressly allowed herein or as required by law, regulation or court order, the receiving party shall hold in confidence and not use or disclose any Confidential Information of the disclosing party. Each party shall be deemed to have met its obligations hereunder if it treats the other party’s Confidential Information with the same degree of confidentiality it affords its own sensitive business information, but no less than a reasonable standard of care.
(b) The confidentiality obligations herein shall not apply to information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; (ii) is received without restriction from a third party lawfully in possession of such information; (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the receiving party without access to such Confidential Information.
(c) To the extent the receiving party is required to disclose Confidential Information of the disclosing party by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the disclosing party, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the receiving party to divulge, disclose or make accessible such information; the receiving party shall have the right to disclose such Confidential Information; provided that, the receiving party shall (i) promptly notify the disclosing party of such order (to the extent permitted under applicable law or regulation), (ii) at the written request of the disclosing party, cooperate with the disclosing party to contest such order at the sole expense of the disclosing party, (iii) at the written request of the disclosing party, seek to obtain at the sole expense of the disclosing party such confidential treatment as may be available under applicable laws for any information disclosed under such order; and (iv) disclose only such Confidential Information as is reasonably required to be disclosed.
EXCEPT FOR A PARTY’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY FOR (I) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) ANY DIRECT DAMAGES IN AN AMOUNT IN EXCESS OF THE TOTAL FEES PAID BY CUSTOMER PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CAUSE OF ACTION AROSE.
(a) Unless otherwise set forth in the applicable Order Form, the term of the Agreement shall be 2 years from the Effective Date (“Initial Term”).
(b) Unless otherwise set forth in the applicable Order Form, upon expiration of the Initial Term, the Agreement shall automatically renew for additional 2-year periods, unless Customer provides written notice to Jebbit of its intent not to renew no later than 60 days prior to the expiration of the then-current Term (each a “Renewal Term”). The Initial Term and all Renewal Terms shall be deemed the “Term”.
(c) In the event of a material breach of this Agreement by a party, the non-breaching party may terminate this Agreement by delivery of written notice of termination to the breaching party; provided, however, that the breaching party shall have thirty (30) days from receipt of notice of the breach from the non-breaching party to cure such breach.
(a) All legal notices in connection with this Agreement shall be deemed given when personally delivered, upon delivery via overnight courier (e.g., FedEx), or certified or registered, return receipt requested, and addressed as set forth above, or such other address as such party last provided to the other by written notice.
(b) This Agreement and the rights, obligations and licenses herein, shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Neither party may assign this Agreement in whole or part without the prior written consent of the other party except that either party may assign this Agreement without consent in connection with a merger, reorganization or sale of all or substantially all of a party’s assets or outstanding capital stock.
(c) This Agreement, including the Terms and Conditions, all Order Forms, and all exhibits or appendices, contains the entire understanding of the parties regarding its subject matter and supersedes any and all other agreements and understandings, whether oral or written, with respect to the subject matters covered herein. No changes or modifications or waivers to this Agreement shall be valid unless evidenced in writing and signed by both parties.
(d) If any portion of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, that portion shall be restated, eliminated or limited to the minimum extent necessary so that this Agreement shall reflect as nearly as possible the original intention of the parties and the remainder of this Agreement shall remain in full force and effect.
(e) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to the conflicts of laws provisions thereof.
(f) Any dispute, controversy or claim arising out of or relating to this Agreement, shall be finally settled by binding arbitration conducted in Boston, Massachusetts under the commercial arbitration rules of the American Arbitration Association (“AAA”). The arbitration shall be conducted by a single arbitrator jointly appointed by the parties; provided, however, that if they cannot agree within thirty (30) days after the initiation of the arbitration, then the arbitrator shall be appointed by the AAA.
Effective Date: 11/27/2021
We collect the following types of information:
In addition to the above, we will use the information we collect to:
Like many businesses, we sometimes hire third party vendors to perform certain business-related functions on our behalf, such as hosting specific portions of the Service, maintaining databases, delivering content, sending emails, administering contents, mailing information, processing payments, or otherwise operating the Services. When we employ a third party vendor to perform these functions, that third party vendor will only be provided with the particular personal information or aggregate information it needs to perform its function, and is required to protect such Personal Data and/or Aggregate Data.
In addition, we enter into relationships with brands, advertising partners, networks who provide services to you, sell items or provide promotions to you. Jebbit can provide personal information and/or aggregate information to those partners for remarketing purposes and for monitoring performance metrics.
We share information that has been anonymized or aggregates without limitation.
This section applies to those that visit the Services from the European Economic Area , Switzerland and the UK (Covered under GDPR) or California (Covered under CCPA)
Jebbit is a data controller with regard to personal information collected from individuals using our site from the above mentioned regions. This section applies to our processing of such site user personal information under GDPR and CCPA.
Jebbit processes personal information with your consent (e.g., when you agree that Jebbit may place cookies, or when Jebbit processes personal information submitted to the Services for specified purposes).
On other occasions, Jebbit may process personal information when it needs to do this to fulfil a contract (for example, for billing purposes) or where required to do this by law.
If necessary, Jebbit may also process personal information when it is in Jebbit’s legitimate interests to do this (e.g., for customer service or fraud detection) and when these interests are not overridden by your data protection rights.
Please be aware that the personal information we collect may be transferred to and maintained on servers or databases located outside your state, province, country, or other jurisdiction, where the privacy laws may not be as protective as those in your location. If you are located outside of the United States, please be advised that we process and store personal information in the United States and your consent to this privacy notice represents your agreement to this processing.
You have a right to the following:
To exercise these rights, see the “Contact Us” section below. Please be aware that Jebbit may be unable to afford these rights to you under certain circumstances, such as if we are legally prevented from doing so.
Additionally, you have the right to lodge a complaint against us. To do so, contact the supervisory authority in your country of residence.
For additional information about Jebbit’s support for GDPR and CCPA – Please visit our FAQ section.
Please note that, while using the Services, you could be directed to other sites that are developed and administered by people or companies not affiliated with or controlled by Jebbit. These other sites may place their own cookies on your computer, collect data or solicit personal information.
Jebbit Services uses reasonable efforts to protect your personal information against unauthorized access and unauthorized alteration, disclosure or destruction.
Jebbit understands that children’s privacy is important. We encourage parents and legal guardians to spend time with their age-appropriate children using the Services to be fully familiar with the Service features. By using or logging into the Service, we may ask users for their age. By using or logging into the Service or related features, you agree to respond truthfully and accurately about your age.
Children Under the Age of 16: The Service is prohibited to children under the age of 16. We will not knowingly collect or use personal information from anyone under 16 years of age. Children under the age of 16 years of age are expressly prohibited from submitting or posting any personal information on the Service.
For visitors from the European Economic Area, Switzerland, UK (under GDPR), or California (Under CCPA), please our Data Protection Officer, at email@example.com
All Jebbit users must comply with Jebbit’s Acceptable Use Policy. This Policy places certain restrictions on the content you can upload, the experiences you create, and how you use Jebbit.
Jebbit reserves the right to determine whether content violates this Policy at its sole discretion. This Policy may be updated from time to time.
Jebbit does not support and will not tolerate its Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence. If we believe in our sole determination that your use of the Service is being used to discriminate, especially if based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin, we may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason.
You agree not to upload content, create designs, or use Jebbit, directly or indirectly, in any manner that: