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TERMS OF SERVICE

Last Updated: October 25, 2016

These Terms of Service (these “Terms”) govern your access to and use of the internet-based services offered by Jacobian Engineering, Inc. (“Jacobian”, “we” or “us”) at and through the website jacobianengineering.com (such services, applications and the website are collectively referred to as the “Service”). PLEASE READ THESE TERMS CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND JACOBIAN WHICH GOVERNS YOUR USE OF THE SERVICE. YOUR USE OF THE SERVICE CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO THESE TERMS. We may make changes to these Terms or to the Service from time to time without prior notice to you. When such changes to these Terms are made, we will make the updated Terms available on our website.  You understand and agree that your use of the Service after the date on which these Terms have changed, constitutes acceptance of the updated Terms.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind the entity to all terms and conditions of this Agreement and, “you” and “your” in this Agreement shall refer to such entity. If you do not have such authority or if you do not agree to all the terms and conditions in this Agreement, you may not select the “I AGREE” button and may not use the Service.

Your Account and Use of the Service

In order to access and use the Service, you may have to create an account with us. If so, you must provide accurate and complete registration information in order to use the Service. You are responsible for using the Service in a private and secure manner. We are not liable for any damage or loss due to unauthorized account access resulting from your actions. If you become aware of any unauthorized use of your password or your account, you agree to notify us immediately at [email protected] You may create your own account, or one may be assigned or provided to you by someone else, for example, an administrator or another user who has invited you to access and use the Service. Such employer, administrator or other user may be able to access and view your use of the Service as well as restrict or terminate your access.

You may not use the Service for any illegal activity or to violate laws in your jurisdiction. You may not exploit the Service to access confidential information of any other person. The Service is not intended for children under 13, and by using the Service, you are representing that you are at least 18.

Privacy

Your access to and use of the Service is subject to the privacy policy available at jacobianengineering.com/privacy (the “Privacy Policy”), which is incorporated into these Terms and considered a part of these Terms. You agree that you have reviewed the Privacy Policy and understand the ways in which we collect, use and share information about and relating to you and others when you use the Services (your “Personal Information”). By accessing and using the Service, you consent to the collection, use and sharing of such Personal Information in accordance with the Privacy Policy and to us potentially storing, processing and transmitting such Personal Information outside of the country in which you reside, or are located, at the time you access and use the Service as described in more detail in the Privacy Policy.

Restrictions

You agree that you are responsible for your own conduct while accessing or using the Service and for any consequences thereof. You agree to use the Service only for purposes that are in accordance with these Terms and any applicable laws or regulations. You shall not reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of the Service. Unless expressly set forth herein, you may not use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver, or otherwise transfer, directly or indirectly, any rights in the Service. You may not resell or act as a service bureau for the Service or any component thereof. You may not remove from the Service, or alter or add, any Marks or copyright notices or other proprietary rights markings.

Proprietary Rights

You acknowledge and agree that we own all legal right, title and interest in and to the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist).  These terms do not convey to you any rights of ownership in or related to the Service or any intellectual property rights. All graphics, logos, service marks, and trade names, including third-party names, product names, and brand names (collectively, the “Marks”) relating to the Service are the trademarks of the Company. You are prohibited from using any Marks without the Company’s prior written permission, which shall be provided in our sole and exclusive discretion. We reserve all rights and interests not expressly granted in this Agreement, and no direct or indirect ownership interest or license right in or to the Company’s Marks, the Service or any other Company intellectual property is granted to Client or created by implication in this Agreement. Unless you direct otherwise, you agree that we may list you as a client in our marketing, business development and/or public relations materials and announcements.

Service Data

In connection with your use of the Service, you may submit, or cause to be submitted, and store within the Service electronic data, text, messages, communications and other materials or information about you, your business, your infrastructure, your customers, vendors, sales, accounting or financial results and records, inventories and other business data (the “Service Data”). You retain copyright and any other rights you already hold in the Service Data and you are responsible for protecting those rights in your discretion. By uploading or submitting your Service Data through the Service you give us a worldwide, fully paid-up, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, share and distribute such Service Data for the purpose of (i) enabling us to provide you with the Service and (ii) providing non-identifiable aggregate data and analysis based on your Service Data to third parties in our sole discretion. You represent and warrant that: (i) you either own your Service Data or have the necessary licenses, rights, consents, and permissions to grant the rights and licenses granted in these Terms, and (ii) our exercise of the license rights herein does not and will not require obtaining a license from or paying any fee or royalties to any third party.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

Limited License

We retain all rights, title, and interest in any and all information, data, and content generated by the Jacobian through operation of the Service, or in any output generated by operation of the Service (the “Jacobian Content”, together with Service Data, the “Content”). As between the Jacobian and you, the Jacobian is the owner or applicable licensor of the Jacobian Content. In connection with our provision of the Service to you, except as otherwise provided in this Agreement, as between you, on the one hand, and the Jacobian, on the other hand, the Jacobian retains all right, title, and interest in and to the Jacobian Content. We hereby grant to you a nonexclusive, worldwide, royalty-free, fully-paid, revocable, nontransferable license to store, display, record and copy the Jacobian Content solely in connection with your use of the Service until your use of the Service terminates.

Termination of the Service

You may terminate these Terms at any time by canceling your account on the Service. You agree that we, in our sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Service may be without prior notice, and you agree that we will not be liable to you or any third party for such termination. You are solely responsible for exporting your User from the Service prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your User Content.  The provisions of this Agreement relating to limitation of liability, exclusion of warranties, indemnification and intellectual property rights shall continue to be effective after these Terms are terminated.

EXCLUSION OF WARRANTIES

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”  JACOBIAN, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, JACOBIAN, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR (C) USAGE DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT JACOBIAN, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.  THE LIMITATIONS ON OUR LIABILITY TO YOU ABOVE SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Indemnification

You agree to hold harmless and indemnify us, and our subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any third party claim arising from or in any way related to your breach of these Terms, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. We will provide you with written notice of such claim, suit or action.

Other Content

The Service may include hyperlinks to other web sites or content or resources or email content. We may have no control over any web sites or resources which are provided by other parties.  You acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and do not endorse any advertising, products or other materials on or available from such web sites or resources.  You acknowledge and agree that we are not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

General Legal Terms

These Terms constitute the whole legal agreement between you and us and govern your use of the Service and completely replace any prior agreements between you and us in relation to the Service, including prior versions of these Terms. Should any provision of these Terms be found invalid or unenforceable, the remaining terms shall still apply.

There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

You agree that we may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the Service or our website at our sole discretion. By providing us your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.

You agree that if we don’t exercise or enforce any legal right or remedy which is contained in these Terms (or of which we have the benefit of under any applicable law), this will not be taken to be a waiver of our rights and that those rights or remedies will still be available to us.

These Terms, and your relationship under these Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You agree to submit to the exclusive jurisdiction of the courts located within the county of Alameda County, California to resolve any legal matter arising from these Terms.

You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent (not to be unreasonably withheld).