SERVICE TERMS AND CONDITIONS
Last Updated: November, 2020
These Service Terms and Conditions (“Terms”) constitute a binding agreement between you and Casual Speakers Ltd. and Jolt Affiliates (as defined below) (collectively, “Jolt”, “we”, “us” and “our”), and govern:
- your access to, and use of, our designated student website https://courses.jolt.io/c/switch-il-e-19-10-2020 (together with its sub-domains, content and services, the “Website”);
- your access to, and use of, Jolt’s community-driven learning ecosystem service made available by and through the Website (“Learning Services”) as a Student (as defined below).
The Learning Services and Website shall collectively be referred to herein as the “Services”.
BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND ANY OTHER SUPPLEMENTAL TERMS AND POLICIES REFERENCED BELOW. IF YOU OBJECT TO ANY TERM OR CONDITION OF THESE TERMS OR ANY SUBSEQUENT CHANGES THERETO, OR BECOME DISSATISFIED WITH THE SERVICES IN ANY WAY, YOUR SOLE REMEDY IS TO TERMINATE YOUR USE OF THE SERVICES.
IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES OR ANY PART THEREOF.
You represent that you are of a legal age in your jurisdiction to form a binding contract, but in any event at least eighteen (18) years old.
Jolt reserves the right to make changes to these Terms at any time by posting the modified Agreement on https://www.jolt.io/. Such changes will be effective ten (10) days after such posting, and your continued use of the Services or any part thereof thereafter shall constitute your acceptance of such changes. Please check the above webpage regularly for any changes to these Terms.
At Jolt’s sole discretion, any Jolt obligation hereunder may be performed (in whole or in part), and any Jolt right or remedy may be exercised (in whole or in part), by a Jolt Affiliate (defined below).
1. DEFINITIONS AND INTERPRETATION
These Terms contain a range of capitalized terms, some of which are defined in this Section 1 (Definitions and Interpretation), and some of which are defined elsewhere.
- “Account Content” means Content inputted, hosted, submitted, posted, published, or otherwise generated by you under your Account (such as your Account name and profile picture, etc.).
- “Content” means any text, data, information, images, graphics, sounds, videos, audio clips, links, and/or other similar materials.
- “Documentation” means any electronic manuals, specifications, and similar documentation made available by Jolt for use of the Services.
- “Feature” means any module, tool, and/or feature of the Services (such as those providing for enrichment of visual content).
- “Jolt Affiliate” means, with respect to Jolt, any person, organization or entity controlling, controlled by, or under common control with, Jolt, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, organization or entity, whether through the ownership of voting securities or by contract or otherwise.
- “Intellectual Property Rights” means all intangible legal rights, titles and interests evidenced by or embodied in all: (i) inventions (regardless of patentability and whether or not reduced to practice), improvements, patents, patent applications, patent disclosures, together with all reissuances, continuations, continuations in part, revisions, extensions and reexaminations thereof; (ii) trademarks, service marks, trade dress, logos, trade names, corporate names, together with translations, adaptations, derivations and combinations thereof, including goodwill associated therewith, and applications, registrations and renewals in connection therewith; (iii) any mask works, work of authorship, regardless of copyrightability, copyrightable works, copyrights (including droit morale), and applications, registrations and renewals in connection therewith; (iv) trade secrets and Confidential Information; and (vi) other proprietary rights and any other similar rights, in each case on a worldwide basis, and copies and tangible embodiments thereof, in whatever form or medium.
- “Law” means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.
- “Moral Rights” means any rights of paternity or integrity, any right to claim authorship of a work, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to, any work, whether or not such would be prejudicial to the honor or reputation of the creator of the work, and any similar right, existing under judicial or statutory Law of any jurisdiction, or under any treaty.
- “Course” means a live or prerecorded event or lecture, or a set of a live or prerecorded events or lectures, delivered through the Learning Services by a Jolter (as defined below) and attended in person by a Student, including the lecture, pertaining discussions, exercises, presentation, handouts, etc.
- “Student” means a member of the Learning Services, registered and approved by Jolt according to Section 4.1 (Registration; Course Availability and Offering).
- “Update” means an upgrade, update (such as a fix or patch), or other modification, improvement, enhancement or customization to or of the Services.
2. ACCESS AND LICENSE
- Website Access. For such time as these Terms are in effect, and subject to registering as Student, we hereby grant you permission to visit and use the Website, provided that you comply with these Terms and applicable Law.
- License to the Learning Services. The Learning Services are offered Students. Subject to these Terms, your purchase of a Course and payment of the applicable Fees (as defined below), Jolt grants you, and you accept, a limited, personal, revocable, non-exclusive, non-assignable, non-sublicensable, right, during the Term (defined below), to: access and use the Learning Services through the Website, all throughout the duration of your purchased Course, displayed during the Course purchase process (“Course Period”), for your internal purposes only and in accordance with your applicable Course Terms (defined below). Jolt offers Students Course that contain different features and content and may include and allow access to different features of the Learning Services.
- Course Terms. Your use of the Learning Services shall be subject to the specific terms and conditions displayed during your Course purchase process (“Plan Terms”), and any such Course Terms shall be incorporated into, and made part of, these Terms with respect to the applicable Course. In the event of any conflict or contradiction between these Terms and any Course Terms, the Course Terms shall prevail with respect only to the matter in conflict or contradiction.
- Subscription Terms. If are using the Learning Services pursuant to a subscription that you purchased from us prior to 1.10.2020 (“Subscription”), you acknowledge that Jolt reserves the right to change its available Subscription plan offering at any time, eliminate any Subscription plans offered by Jolt at any time and/or offer new Subscription plans, and/or modify the terms and conditions of any available Subscription plan.
- Account Creation. In order to use some of the Services, you may be required to create an account (“Account”), by submitting the information requested in the applicable electronic form, or by otherwise logging in through a supported third party platform.
- General Obligations. You represent and warrant that all information submitted during the Account creation and registration is, and will thereafter remain, complete and accurate. As between you and Jolt, you alone shall be responsible and liable for maintaining the confidentiality and security of your Account credentials, as well as for all activities that occur under or in the Account. You shall immediately notify Jolt in writing of any unauthorized access to, or use of, your Account, or any other suspected or actual breach of security; but you also acknowledge that Jolt may be unable to remedy the damage or loss (or otherwise assist) in such scenarios.
4. REGISTRATION; COURSE AVAILABILITY AND OFFERING
- Application and Registration Process. In order to participate in and/or access Courses and become a Student, you must apply with Jolt’s representatives or by any other means of Student application that may be made available from time to time (“Student Application”). Your Student Application shall be subject to our review, and we may approve or reject it at our sole and absolute discretion. We shall have no liability to you or to any third party in connection with rejecting any Student Application, and you hereby waive any claim you may have with respect to the foregoing. The approval of your Student Applications may be subject to certain pre-requirements, such as completing a test or assignment or meeting certain acceptance criteria, as may be determined by Jolt from time to time (“Registration Requirements”). Jolt reserves the right to change, and/or waive, any Registration Requirements, for any Course or potential Student, at any time and subject to Jolt’s sole and absolute discretions. In any case, you will become a Student and may participate in a Course only if and when Jolt has notified you, in any manner as may be selected by Jolt, that your Student Application has been approved. A mere indication of receipt of a Student Application does not constitute an approval thereof. Jolt may charge a deposit when you submit a Student Application.
- Availability. In addition to completing the Registration, Participation in Courses is on a “first come, first serve” basis, and the maximum quantity of participants in each Course may be determined and/or modified by Jolt at its sole and absolute discretion. Jolt reserves the right to reject or cancel your participation in any Course or cancel the occurrence of any Course or any session therein, as well as to change the curriculum of any Course, for any reason and at any time, whether before or after confirming your participation in such Course, including without limitation lack of availability or full-capacity.
- Offering and Cost. Jolt reserves the right to change its available Course offering at any time, eliminate any Courses offered by Jolt at any time and/or offer new Courses. Jolt may, at its sole discretion, determine and/or modify the time, scope and any other terms and conditions related to any Courses of sessions thereof, including without limitation the price charged for the participation in, any Course, at Jolt’s sole and absolute discretion.
- Merchandise Offering. Jolt may offer certain merchandise for purchase (“Merchandise”). Merchandise may be purchased by Student only by redeeming Tickets.
- Merchandise Offering and Cost. Jolt reserves the right to change its available Merchandise offering at any time, eliminate any Merchandise offered by Jolt at any time and/or offer new Merchandise. Jolt may, at its sole discretion, determine and/or modify any terms and conditions related to any Merchandise offered by it, including without limitation the Ticket amount required for the purchase of any Merchandise.
6. USAGE RESTRICTIONS
- Restrictions. You shall not (and shall not permit or encourage any third party to) do any of the following: (a) reproduce, mirror, or frame the Services; (b) sell, assign, lease, lend, rent, distribute, or make available the Services to any third party, or otherwise offer or use the Services in a time-sharing, outsourcing, or service bureau environment; (c) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of, the Services; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Services; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Services; (f) make a derivative work of the Services, or use the Services to develop any service or product that is the same as (or substantially similar to or competitive with) the Services; (g) publish or transmit any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Services; (i) take any action that imposes or may impose (at Jolt’s sole discretion) an unreasonable or disproportionately large load on the Services infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of the Services; (j) use the Services to infringe, misappropriate or violate any third party’s Intellectual Property Rights, or any Law; (k) record, copy, capture Courses or any part of the foregoing, or any content and/or visual contained in any Courses or which is otherwise made available through the Learning Services, by any means, including without limitation by using a mobile device; (k) use the Services or any part thereof, in any fraudulent or unlawful manner, or in breach of these Terms. In addition, you hereby acknowledge that the Learning Services (including the Courses) are intended for your personal use, and you agree that you shall not share the Learning Services (including the Courses), or allow anyone else other than yourself to view or access them.
- Compliance. Your full compliance with the above restrictions is a condition to the rights granted in Section 2 (Access and License); provided however, that such limitations shall not apply to the extent expressly permitted otherwise in these Terms, or to the extent any limitation is prohibited by the Law applicable to you or by any Third Party Software Terms and Notices (defined below). You acknowledge that the Services are comprised of information and materials that are confidential and proprietary to Jolt (and may even constitute Jolt’s, or a Jolt Affiliate’s, trade secrets), and therefore you agree that a breach or threatened breach of this Section 6 (Usage Restrictions) may cause Jolt and/or a Jolt Affiliate to suffer irreparable harm or damage for which monetary damages will be inadequate, and accordingly, if Jolt or a Jolt Affiliate seeks an injunction, specific performance, or other equitable relief to enforce any provision under this Section 6 (Usage Restrictions), Jolt or the Jolt Affiliate (as the case may be) shall not be required to post a bond or to prove the likelihood of irreparable harm.
7. DATA AND PRIVACY
8. FEES AND PAYMENTS
- Fees. If you are a Student, Jolt will charge you, in accordance with these Term and the Course Terms of the Course you choose, a periodic, non-refundable fee (unless otherwise expressly specified in these Terms, in your Course Terms or in accordance with applicable Law), as indicated in the Course Terms and Student Registration process, in consideration for your participation in the Course (“Fees”). Please be aware that any failure to pay applicable charges will result in you not being able to participate in the Course and not having access to the features and functionalities of the Learning Services offered under such Course Terms.
- Payment Terms. Fees shall be paid in accordance with the available payment terms and methods set forth in the Course Terms and Student Registration process.
- Taxes. Amounts payable under these Terms are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Jolt’s net income. In the event that you are required by any Law applicable to you to withhold or deduct taxes for any payment under these Terms, then the amounts due to Jolt shall be increased by the amount necessary so that Jolt receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had you not made any such withholding or deduction. Any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of: (a) the rate of one and a half percent (1.5%) per month; and (b) the highest amount permitted by applicable Law.
9. TERM AND TERMIANTION, COURSE CANCELLATIONS
- Term. These Terms commence on the Effective Date and shall continue in full force and effect until the until terminated in accordance herewith (the “Term”).
- Course Cancellation. You may cancel your participation in the Course you have purchased in accordance with you Course Terms, by sending a written Cancelation request to firstname.lastname@example.org
- Termination by Jolt. Jolt reserves the right to immediately terminate these Terms, or otherwise modify, suspend or discontinue your access to and use of the Services (or any part thereof), for any reason whatsoever, at any time, and without notice or obligation to you, and you agree that Jolt shall have no liability to you for any such termination, modification, suspension, or discontinuance, to the extent permitted under applicable Law.
- Consequences of Termination. Upon termination of these Terms: (a) the rights granted under Section 2 (Access and License) and your Course Term will automatically terminate and you right to participate in the Course will be deemed revoked (provided that termination prior to the completion of the Course is permitted hereunder or under applicable Law), and you must immediately cease use of the Services; and (b) your access to your Account will be disabled, and Jolt may permanently delete your Account Content. Sections 1 (Definition and Interpretation), 6 (Usage Restrictions), 7 (Data and Privacy), 9.4 (Consequences of Termination), 10 (Third Party Content and Sources), 11 (Content and Responsibility), 14 (Course Recordings) through 20 (Miscellaneous) shall survive termination of these Terms, as shall any right, obligation or provision that is expressly stated to so survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.
10. THIRD PARTY CONTENT AND SOURCES
11. CONTENT AND RESPONSIBILITY
- As between you and Jolt, you are solely responsible and liable for your Account Content (if you have an Account), for the consequences of inputting, hosting, submitting, posting, publishing, or otherwise generating it (including without limitation, for obtaining any consents from individuals appearing therein), and for the way in which it is used by others, and you agree to hold Jolt harmless, and expressly release us, from any and all liability arising from your Account Content.
- You hereby represent and warrant that: (a) your Account Content does not, and will not, infringe, misappropriate, or violate any third party’s Intellectual Property Rights, or any Law; (b) your Account Content is not, and will not be, disparaging, libelous, threatening, offensive, harassing, deceptive, abusive, promoting of violence, illegal drugs, illegal arms trafficking, or illegal gambling, and does not, and will not, contain obscenity or pornography, create any risk to a person’s safety or health, impersonate another person, compromise national security, or interfere with an investigation by Law enforcement; (c) your Account Content does not, and will not, contain any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Services; and (d) you have obtained, and will maintain during and after any termination of these Terms, any and all licenses, permissions, consents, approvals, and authorizations required to grant the Jolt License (defined below) and the other licenses granted to other users of Services as may be described herein.
- You acknowledge that when accessing and using the Services: (i) you will be exposed to Content from a variety of other users, and that we are not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such Content; and (ii) you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable. You hereby irrevocably waive any legal or equitable rights or remedies you may have against us with respect to (i) and (ii) in this paragraph. If you suspect that any crime or other unlawful activity has been, or is being committed, please do not rely on Jolt; rather, contact your applicable emergency services or Law enforcement authority.
- No Obligation by Jolt. Jolt has no obligation to accept, display, review or maintain any of your Account Content. Jolt may, without notice, edit, replace and/or delete your Account Content in our sole discretion, including, without limitation, if we: (a) determine that you are in breach of any provision of these Terms or have violated (or are suspected by us of violating) any Law; and/or (b) deem it helpful or reasonably necessary to comply with any applicable Law, legal process, or governmental request, to enforce the Agreement (including investigations of potential violations thereof), to detect, prevent, or otherwise address fraud, security issues, and/or to protect against harm to the rights, property or safety of Jolt, our users, yourself or the public.
- Messages. Without limiting the generality of the foregoing subsections, the Services may permit you to send messages (such as invitations) or similar Content (such as expressing feedback about an Outline or Lecture Plan) to other Services users or third parties (“Messages”). You are solely responsible and liable for the Content of your Messages, for the manner in which you send them, for the timing of sending them, and generally for the consequences of sending them. You acknowledge that many jurisdictions have Laws that require a recipient of a Message to give his/her prior consent (and that in certain cases such consent must be express, written and/or signed) to receive the Message, and you agree to: (a) obtain such consent prior to sending the Message; (b) provide Jolt, upon request, with a record or other evidence of such consent; and (c) immediately notify Jolt if the recipient revokes his/her consent. In any event, you agree to hold us harmless, and expressly release us, from any and all liability arising from Messages you send or receive.
- General. All references herein to the “Service” shall include its Features as well. Jolt reserves the right to remove, modify, and/or add Features at any time, without any notice or obligation to you, and for any reason whatsoever. Some Features may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by Jolt in its sole discretion. Moreover, if Jolt determines that you are in breach of any provision of these Terms, we reserve the right to block you from certain Features. We make Features available because we believe it enhances the user experience of the Services; but you acknowledge and agree that just because we make a Feature available, it does not mean we endorse, or can otherwise control, every manner in which such Feature is used. A new or modified Feature may be accompanied by separate or additional terms and conditions, in which case such terms and conditions will (as determined in such terms and conditions) apply instead of, or in addition to, these Terms. Jolt may in its sole discretion charge for new Features and/or require additional personally identifiable information. Without limiting the generality of the foregoing, you acknowledge that whereas Features may currently make the Services compatible for use with your device or operating system, these Features may be removed or modified in the future.
- Beta Products. Jolt may from time to time make available, in “beta” mode, new versions of the Services and/or new Features that are still undergoing internal development and testing (each, a “Beta Product”). Beta Products may be time-limited, feature-limited, and/or functionality-limited. Jolt may also decide to only make a Beta Product available to closed list of Services users. If Jolt makes a Beta Product available to you, you may use it on the following conditions: (i) you only use it for evaluation purposes; (ii) you comply with any specific guidelines issued by Jolt in respect of the Beta Product, which may include a requirement that you provide Feedback (defined below) and participate in surveys about the Beta Product; and (iii) you do not publicize the fact that there is a Beta Product, and you do not show, display, or otherwise make available the Beta Product to any other person (which includes, without limitation, making such disclosures to traditional or social media). For the avoidance of doubt, the provisions of these Terms that apply to the Services shall also apply to Beta Products.
All references herein to the “Service” shall include the Updates we provide as well. Jolt may from time to time provide Updates, but shall not be under any obligation to do so. Such Updates will be supplied according to whatever then-current policies we may have in place, and some Updates may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by Jolt in its sole discretion. Some Updates may include automatic updating or upgrading without any notice or obligation to you, and you consent to any such automatic updating or upgrading of the Services. In some cases, you may be required to install the Update manually. An Update may be accompanied by separate or additional terms and conditions, in which case such terms and conditions will (as determined in such terms and conditions) apply instead of, or in addition to, these Terms. Jolt may in its sole discretion charge for Updates and/or require additional personally identifiable information. Jolt is under no obligation to provide any technical support for the Services.
14. COURSE RECORDINGS
- Jolt may record, at its discretion, video and audio of any Course, and you may appear in certain videos or your voice may be included in audio recorded by or on behalf of Jolt (“Course Recordings”). You hereby permit and give Jolt an irrevocable, transferrable, assignable, worldwide, perpetual right to use the Course Recordings and any extracts thereof, including your voice and likeness, in its sole discretion, for internal, commercial or marketing or for any other purpose, including without limitation: (i) using the Course Recordings and any extracts thereof for events; (ii) displaying the Course Recordings and any extracts thereof on Jolt’s or its affiliates’ websites; (iii) using the Course Recordings and any extracts thereof in marketing materials and/or advertisements; (iv) making the Course Recordings and any extracts thereof available to others; (v) creating derivative works of the Course Recordings; and/ or (vi) use Course Recordings to improve the Services.
- You hereby agree and acknowledge that you shall not be entitled to any compensation, royalties, or fees in connection with the rights granted in the Course Recordings.
- You hereby release Jolt and its affiliates from any claim of any kind arising from use of the Course Recordings, whether or not any claim is currently known to you, and you agree not to bring any claim against Jolt or its affiliates in connection with the Course Recordings.
- You acknowledge that you have not been induced into making the commitments in this Section 14 (Course Recordings) by any representation of Jolt.
15. OWNERSHIP AND JOLT LICENSE
- Services and Documentation. You hereby acknowledge that the Services and Documentation are or may be protected by intellectual property (and similar) Laws, treaties, and conventions. Any rights not expressly granted herein are hereby reserved by Jolt and its suppliers and licensors. As between you and Jolt, Jolt is the sole and exclusive owner of all Intellectual Property Rights in and to the Services, the Documentation, all Recordings, and all Content provided or appearing on or in the Services. For the avoidance of doubt, “Jolt” and “Jolter” (and their respective logos), as well as any names, logos or other branding appearing on Merchandise, are trademarks of Jolt and/or Jolt Affiliates, and all other trademarks appearing within the Services or Documentation are the trademarks of their respective owners. For the avoidance of doubt, the Services are only licensed under these Terms, and no title in or to the Services or any part thereof passes to you. Except as otherwise expressly provided in Section 2 (Access and License), you are granted no other right in or to the Services, whether by implied license, estoppel, patent exhaustion, operation of Law, or otherwise.
- Account Content Ownership and Licenses. As between you and Jolt, you are the sole and exclusive owner of your Account Content. Notwithstanding such ownership:
- You hereby grant Jolt and all Jolt Affiliates a worldwide, assignable, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers of sublicensees), irrevocable and perpetual license, in any media format and through any media channels (now known or hereafter developed):
- to access and use your Account Content to perform under these Terms, including without limitation to provide you with the functionality of the Services and any technical support;
- to access and use your Account Content on an aggregated or otherwise anonymous basis for improving the Services, marketing and promoting the Services, analytics, and generally research and development; and
- to access, use, reproduce, distribute, publish, broadcast, make available to the public, modify, adapt, edit, create derivative works of, publicly display, publically perform, and otherwise commercially exploit your Outlines and Lecture Plans for any purpose whatsoever ((A), (B), and (C) collectively, the “Jolt License”). The Jolt License shall survive any termination of these Terms.
- To the extent you have any Moral Rights in or to any of your Account Content, you hereby irrevocably waive (and agree never to assert) against Jolt, a Jolt Affiliate, Jolt’s licensors and suppliers, and/or any other Services user, any such Moral Rights.
- Feedback License. It is anticipated that you may provide suggestions, comments or other feedback to Jolt regarding Jolt’s products, services, technology, and business (“Feedback”). Feedback will not, absent a separate written agreement, create any confidentiality obligation for Jolt. Jolt will be free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. Without limitation of the foregoing, if you suggest new features, functionality, improvements or business methods, Jolt is free to adopt such items for any of its products or services, without any restriction or limitation.
16. WARRANTY DISCLAIMERS
- THE SERVICES, DOCUMENTATION, AND ANY CONTENT WHATSOEVER ARE PROVIDED AND MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, QUALITY OF SERVICES, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY JOLT AND ITS LICENSORS AND SUPPLIERS.
- IN ADDITION, NEITHER JOLT NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION:
- REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SERVICES, DOCUMENTATION, OR SUCH CONTENT;
- THAT YOUR USE OF, OR RELIANCE UPON, THE SERVICES, DOCUMENTATION, OR SUCH CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
- THAT THE SERVICES, DOCUMENTATION, OR SUCH CONTENT WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED; OR
- REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS.
- Some jurisdictions’ Laws do not allow the disclaimer of certain implied warranties or conditions, and to the extent applicable to you such disclaimers shall not apply.
- YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 16 (WARRANTY DISCLAIMERS) IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND JOLT.
17. LIMITATION OF LIABILITY
- IN NO EVENT SHALL JOLT, ANY JOLT AFFILIATE, OR ANY OF OUR LICENSORS OR SUPPLIERS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS, FOR:
- ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;
- ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS;
- ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR
- THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
- THE COMBINED AGGREGATE LIABILITY OF JOLT AND ALL JOLT AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) FIVE U.S. DOLLARS (US $5), AND (B) THE AMOUNTS ACTUALLY PAID BY YOU (IF ANY) TO JOLT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO LIABILITY.
- THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF JOLT OR A JOLT AFFILIATE HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT OR TORT LIABILITY.
- Some jurisdictions’ Laws do not allow the exclusion or limitation of incidental or consequential damages, or of other damages, and to the extent applicable to you, such exclusions and limitations shall not apply. Furthermore, nothing in these Terms shall be deemed to exclude or limit liability for death or personal injury resulting from negligence, or for fraud or fraudulent misrepresentation.
- YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 17 (LIMITATION OF LIABILITY) IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND JOLT.
If any third party (including, but not limited to, a regulatory or governmental authority) brings any kind of demand, claim, suit, action or proceeding against Jolt, a Jolt Affiliate, and/or any of our respective directors, officers, employees, or representatives (each, an “Indemnitee”), and it is based upon or arises from:
- your use of the Services; and/or
- your breach of any provision of these Terms
(each of the foregoing, an “Indemnity Claim”) then, upon written request by Jolt (to be decided in our sole discretion), you agree to assume full control of the defense and settlement of the Indemnity Claim; provided, however, that (c) Jolt reserves the right, at any time thereafter, to take over full or partial control of the defense and/or settlement of the Indemnity Claim, and in such cases you agree to reasonably cooperate with Jolt’s defense activities at your own cost and expense; and (d) you shall not settle any Indemnity Claim, or admit to any liability thereunder, without the express prior written consent of the Indemnitee(s).
In addition, and regardless of whether (or the extent to which) you controlled or participated in the defense and/or settlement of an Indemnity Claim, you agree to indemnify and hold harmless the Indemnitee(s) for and against: (e) any costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnitee(s) in the defense of the Indemnity Claim; and (f) any amounts awarded against, or imposed upon, the Indemnitee(s) under such Indemnity Claim, or otherwise paid in settlement of the Indemnity Claim (including without limitation any fines or penalties).
19. GOVERNING LAW AND JURISDICTION
These Terms (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the laws of Israel, without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to these Terms and are hereby disclaimed. All disputes arising out of or in connection with this these Terms will be finally settled solely and exclusively by a court of competent jurisdiction in Tel-Aviv, Israel, provided however that judgment shall be enforceable in any country and that nothing in this Section shall prevent or restrict either party from seeking interim relief in any competent jurisdiction as it may deem fit.
- Assignment. Jolt may assign these Terms (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. These Terms personal to you, and you shall not assign (or in any other way transfer) these Terms (or any of your obligations or rights hereunder) without Jolt’s express prior written consent. Any prohibited assignment shall be null and void.
- Entire Agreement. These Terms represent the entire agreement between Jolt and you with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and Jolt with respect to such subject matter. You acknowledge and agree that in entering into these Terms you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in these Terms. The language of these Terms is expressly agreed to be the English language. By entering into the Agreement you hereby irrevocably waive, to the maximum extent legally permitted, any Law (defined below) applicable to you requiring that the Agreement be localized to meet your language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records.
- Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of these Terms shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
- Remedies. Except as may be expressly stated otherwise in these Terms, no right or remedy conferred upon or reserved by any party under these Terms is intended to be, or shall be deemed, exclusive of any other right or remedy under these Terms, at Law or in equity, but shall be cumulative of such other rights and remedies.
- Waiver. No failure or delay on the part of any party in exercising any right or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Jolt, the writing must be duly signed by an authorized representative of Jolt), and shall be valid only in the specific instance in which given.
- Relationship. The relationship of the parties is solely that of independent contractors. Nothing in these Terms shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.
- Notices. You agree that Jolt may send you notices by email, via your Account, by regular mail, and/or via postings on or through Services. Except as stated otherwise in these Terms or required by Law applicable to you, you agree that all notices by you to Jolt will sent via email to: (i) if you are based in the UK - email@example.com; or (ii) if you are based in any other country - firstname.lastname@example.org.
- No Third Party Beneficiaries. Except as otherwise expressly provided in these Terms (such as Jolt Affiliates, Jolt’s licensors and suppliers, other Services users, and Indemnitees), there shall be no third-party beneficiaries of or under these Terms.
- Export Compliance. You must not use or otherwise export or re-export the Services or Documentation except as authorized by Export Control Laws. “Export Control Laws” means all applicable export and re-export control Laws applicable to you, as well as the United States’ Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State. In the event you breach this Section (in whole or in part), you agree to indemnify and hold harmless Jolt and all Jolt Affiliates (including ours and their respective directors, officers, and employees) for any fines and/or penalties imposed upon Jolt or a Jolt Affiliate (or such persons) as a result of such breach.
- Force Majeure. Jolt shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any (a) act of God, (b) war, riot or civil commotion, (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, and/or (d) other similar cause beyond Jolt’s reasonable control. For the avoidance of doubt, any problems relating to the hosting of the Services shall not be deemed within Jolt’s reasonable control.
- Section Headings. The Section and sub-Section headings in these Terms are for convenience of reading only, and may not to be used or relied upon for interpretive purposes.
- Third Party Charges. Please be aware that your use of the Services may require and utilize an internet connection or data access. To the extent that third party service provider or carrier charges for your internet or data usage are applicable, you agree to be solely responsible and liable for those charges.
- Counterparts. These Terms may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.