Terms of Service

This Terms of Service (this "TOS") contains the terms of your access and use of JP Global's Software-as-a-Service product and all related services (the "Service", "Services" or "JPG Services") provided by JP Global LLC ("JPG"). By accepting the terms and conditions of using the Service, you agree to be bound by this TOS. You agree that your access to the Service may be terminated by JPG at its sole discretion at any time for any reason except as otherwise agreed.

IF YOU ARE ENTERING INTO THIS TOS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS TOS.

In addition to these main Terms of Service, you acknowledge the following agreements:

JPG hereby grants you a non-exclusive, non-transferable right to access and use the Service solely for use by you in accordance with the terms and conditions of this TOS. The Service is made available to you and your users solely as a hosted service over the Internet, and nothing in this Agreement obligates JPG to deliver or make available any copies of computer programs or code to you.

You agree that you will not use the Service for any purpose beyond that granted in this TOS and the Services Agreement, where applicable. This means that you will not at any time, directly or indirectly, and will not permit any person or entity to:

• Copy, modify, or create derivative works of the Service, in whole or in part.
• Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of JPG's intellectual property, including any attempts to discover the underlying code, structure, implementation, or algorithms of the Service.
• Use the Service to develop, create, or permit others to develop or create a product or service similar or competitive to JPG's intellectual property, particularly the Service.
• Make the Service available to third parties, including by reselling, licensing, renting, leasing, transferring, lending, timesharing, assigning, or redistributing JPG's intellectual property.
• Use the Service or JPG's intellectual property in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or that violates any applicable law.

As used in this TOS, "You" includes the Customer and all of your employees, contractors, agents, third-party customers, and clients that use the Service or on whose behalf you use the Service. You hereby agree that you are fully responsible for the actions and omissions of such third parties as if you had acted or failed to act yourself.

JPG reserves all rights not expressly granted to you in this TOS and the Services Agreement, where applicable. Except for the limited rights and licenses expressly granted in this TOS and the Services Agreement, where applicable, nothing in this TOS grants to you or any third party any intellectual property rights or other right, title, or interest in or to the Service. JPG owns all software code it generates in furtherance of your project unless otherwise set forth in an agreement.

You agree to pay JPG the fees set forth in your account dashboard or in a signed Order Form between you and JPG (the "Fees"). All Fees will be in US dollars unless otherwise agreed. The Fees may be a recurring subscription on a monthly or annual basis as chosen by you or agreed upon in the Order Form (the "Subscription Fee"). The Subscription Fees are being prepaid in advance of JPG granting access to the Service for the agreed-upon subscription period.

Depending on the service level you choose in your account dashboard or the Order Form, if you reach the limit of allowed services for that level, JPG will pause the Service until your next billing cycle, or you may have the option to upgrade your service level or add additional credits to accommodate additional services. If you have any questions, please contact admin@jpglobalsolutions.com.

All Fees and amounts payable by you under the Order Form and this TOS do not include taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you under this TOS.

You retain all rights, title and interest to all the data that you, your employees or your app end users upload or submit to your account in the course of using the Service "Customer Data". You shall own all intellectual property rights in your software application only if your Order Form specifies that you own the intellectual property rights. You, not JPG, shall have sole responsibility for the accuracy, quality, integrity, legality, deletion, correction, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data.

JPG shall own all rights, title and interest in and to all intellectual property rights in the Service and software, and transactional and performance data. The license granted to you does not convey any rights in the Service, express or implied, or ownership in the Service or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by JPG.

You agree that the TOS do not transfer from JPG to you any JPG or third-party intellectual property, and all rights, titles, and interest in and to such property will remain (as between the parties) solely with JPG. "JP Global", the JPG logo, and all other trademarks, service marks, graphics, and logos used in connection with the Service, or JPG's products or services, are trademarks or registered trademarks of JPG or JPG's licensors.

Further, you hereby agree that JPG may use your name or your company's name and logo, as well as any written testimonials you provide, in connection with JPG's marketing and promotional efforts, including but not limited to usage on the JPG website and in JPG's social media channels.

Many JPG plans do not impose fixed limits on the usage of certain resources (e.g. Number of Users). Our intention is to provide simple pricing plans that allow customers to enjoy our services with as much freedom and little concern as possible.

These plans are suitable for 99% of our customers. The usage of about 1% of our customers fall outside what we consider "Fair Use" and they will be contacted by our staff to consider a more appropriate plan. Many factors determine Fair Use for any given account, such as the overall size of the account, length of the relationship, level of commitment, industry, geographic region, and customer engagement factors. JPG reserves the right to modify the Service's pricing and set usage limits.

By using the Service, you hereby agree that JPG may collect and use technical and related information, including all information and documents provided by you or collected by JPG in connection with JPG's Privacy Policy (the "User Data") (i) to facilitate the provision of the Service, (ii) to verify compliance with this TOS, and (iii) that JPG may use such information to improve the Service. You hereby grant to JPG a non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up license to use such User Data for such purposes.

All commercially reasonable standards customarily in place in the industry for usage, backup storage, and security for all electronic data and other information will be maintained by JPG at all times.

Compliance and HIPAA Platform Accounts incur a termination fee when closed for any reason. This mandatory termination fee allows JPG to maintain transaction logs of the account for the required period of six (6) years for HIPAA and three (3) years for Compliance Accounts.

Except as otherwise agreed in the Services Agreement, where applicable:

• Your use of the Service is entirely at your own risk.
• The Service is provided by JPG on an as-is basis.
• JPG expressly disclaims all warranties of any kind, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• JPG makes no warranty that (i) the Service will meet your requirements, (ii) that operation of the Service will be uninterrupted, timely, secure, or error-free, or (iii) the results that may be obtained from the use of the Service will be accurate or reliable.

No advice or information, whether oral or written, obtained by you from JPG or through the Service creates any warranty regarding the Service not expressly stated in the TOS or the Services Agreement, where applicable.

Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimer only applies to the extent allowed in your applicable state or jurisdiction.

Except as otherwise agreed in the Services Agreement, where applicable, you expressly understand and agree that JPG is not liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goods, goodwill, use, data, or other intangible losses (even if JPG has been advised of the possibility of such damages), resulting from the use or the inability to use the Service or any other matter relating to the Service.

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of JPG and its affiliates will be limited to the fullest extent permitted by law.

You agree to indemnify and hold JPG and its affiliates, officers, agents, and employees harmless from any claim, demand, loss, costs, or expense, including attorneys' fees, made by any person or entity arising out of your violation of this TOS or Services Agreement, where applicable, any state or federal laws or regulations, or any other person's rights, including infringement of any copyright or violation of any proprietary or privacy right. Under no circumstances, including any negligent act, will JPG or its affiliates or agents be liable for any damages of any kind that result from the use of, or the inability to use, the Service.

THIS TOS AND THE SERVICES AGREEMENT, WHERE APPLICABLE, WILL REMAIN IN FULL FORCE AND EFFECT WHILE YOU USE THE SERVICE. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, JPG RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICE (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON OR ENTITY FOR ANY REASON OR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THIS TOS TERMS OR SERVICES AGREEMENT, WHERE APPLICABLE, OR ANY APPLICABLE LAW OR REGULATION. JPG MAY TERMINATE YOUR USE OF THE SERVICE AT ANY TIME, AT ITS SOLE DISCRETION

If JPG terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a pseudonym, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating and suspending your account, JPG reserves the right to take appropriate legal action, including, without limitation, pursuing civil, criminal, and injunctive relief.

This TOS and the Services Agreement, where applicable, unless otherwise indicated on such other agreement, will be governed by the laws of the State of Arizona. This is the case regardless of whether you reside or transact business with JPG or any of its affiliates or agents in the State of Arizona or elsewhere. Unless a dispute would be governed by the terms of the Section entitled Binding Arbitration below or if governed by the Services Agreement, where applicable, you agree to submit to the personal and exclusive jurisdiction of the courts located within the City of Phoenix, Arizona, United States.

For EU users only: In the event of a dispute relating to the interpretation, performance, or validity of this Agreement, an amicable solution can be sought before any legal action. You can file your complaint with JPG by sending a message via email to admin@jpglobalsolutions.com. In case of failure, you can, within one (1) year of the failed request, have recourse to an Alternative Dispute Resolution procedure by filing an online complaint on the European Commission's Online Dispute Resolution website at https://webgate.ec.europa.eu/odr. If out-of-court dispute resolutions fail, the dispute may be brought before any competent court.

Except as otherwise agreed in the Services Agreement, where applicable, any dispute or claim relating in any way to your use of the Service (each, a "Claim") will be resolved by binding arbitration rather than in court (except that you may assert claims in small-claims court if your claims qualify). You agree that each Claim must be brought individually.

YOU AND JPG AGREE THAT (i) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (ii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (iii) NO ARBITRATION MAY BE JOINED WITH ANY OTHER ARBITRATION.

To start an arbitration, you must send an email to admin@jpglobalsolutions.com describing your Claim and requesting arbitration, or JPG may do the same by sending a written notice requesting arbitration to your email address. The proceedings will be conducted through JAMS, using their Streamlined Arbitration Rules and Procedures. You can view these rules at www.jamsadr.com or by calling 800-352-5267.

BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND JPG WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

This Service Level Agreement (this "SLA") applies to you if the application or service you have chosen in your account dashboard or through your Order Form is a JPG application or service, you are current on all required payments, and you are not otherwise in breach of this TOS or the Services Agreement, where applicable, between you and JPG.

JPG will strive to make the Service available 99.99% of the year but does not warrant to do so unless otherwise specified in a custom service level agreement modifying this TOS.

JPG will not be responsible for any loss of data, business, revenue or property due to service lack of availability. Unexpected failures caused by third parties including, but not limited to, Microsoft Azure, OVH, AWS, PhoenixNAP, and Google used by JPG's infrastructure as well as any software or service that JPG connects to does not apply towards JPG's service availability metrics.