Terms of Service
Last Modified: September 26, 2022
GENERAL
These Terms of Service (the “Agreement”) sets forth the legally binding terms and conditions for your use of the Plan, Navigate and Manage Services (collectively, the “Services”) offered by or through JAXX Technologies Inc. d/b/a JAXX (hereinafter “JAXX”). By using the Services, you signify your assent to this Agreement and to JAXX’s Notice of Privacy Practices (available at https://jaxx.ai/data-privacy), which are incorporated into and made part of this Agreement by reference. In the event of any conflict between this Agreement and the Notice of Privacy Practices, this Agreement shall govern with respect to the Services. You are only authorized to use the Services if you agree to abide by all applicable laws and assent to this Agreement and the Notice of Privacy Practices.
The Services provided by JAXX and its affiliates are a collaborative Dashboard with an holistic view of the entire customer journey for the SaaS industry, and vary depending on the applicable service tier.
This Agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.
The Services include a cloud software platform for revenue analysis, management and collaboration.
Access to the Services may also provide you with access to certain financial management or planning tools. These tools provide information based on historic data and cannot guarantee future results.
The contents of the Services, such as text, graphics, images, information obtained from JAXX's licensors, APIs, User Content (as defined herein), tools, applications, code and other material contained on the Services (the “Content”) are for informational purposes only and remain the property of JAXX and its licensors. JAXX does not recommend or endorse any specific services, products, or other information that may be displayed on or provided through the Services. Reliance on the Services, JAXX employees, others appearing on the Services at the invitation of JAXX, or other users of the Services is solely at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of the Services, including any reliance on the accuracy, quality, timeliness, completeness, or usefulness of the Services.
JAXX provides access to portions of the Services via RSS feeds and various APIs, such access constitutes use of the Services. JAXX asks that you use these features respectfully, as outlined in the documentation. You may not use these or any other features or the Services itself to allow the display of a substantial portion of the database or reproduce, duplicate or copy the Services. JAXX reserves the right to change these features at any time and to disable access to the feeds and the API at any time for any reason.
DISCLOSURE: NOTE THAT USE OF THE SERVICES DOES NOT CREATE A FIDUCIARY RELATIONSHIP BETWEEN YOU AND JAXX. NO FIDUCIARY RELATIONSHIP OR FIDUCIARY OBLIGATIONS WILL BE IMPOSED UPON JAXX UNLESS AND UNTIL JAXX AGREES TO ACCEPT ITS APPOINTMENT IN WRITING AS A TRUSTEE FOR A TRUST.
This Agreement includes JAXX’s policy for acceptable use of, and your rights, obligations and restrictions regarding, the Services. JAXX may modify this Agreement periodically, and such modification(s) shall be effective upon posting on http://www.jaxx.ai. We recommend that you review the posted version of this Agreement from time to time to ensure you are updated as to any such modifications. JAXX may provide you with notices, including those regarding changes to this Agreement, by email, regular mail or postings on http://www.jaxx.ai/.
USE OF THE SERVICES
In consideration of your use of the Services, you represent that you are of legal age and competent to form a binding contract. You acknowledge that JAXX may establish general practices and limits concerning use of the Services. You further acknowledge that JAXX reserves the right to modify these general practices and limits from time to time. Unless explicitly stated otherwise, any new features, tools or services that augment or enhance the Services shall be subject to this Agreement. JAXX reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice.
Although JAXX endeavors to respond to inquiries or requests within twenty-hours, JAXX provides no guarantee as to the amount of time it may take to respond to requests or inquiries which may be delayed because of high demand, technical issues or other related problems.
Registered Users
As a registered user, as part of the Services, you will have access to tools for viewing, storage and transmission of business information. By registering to use the Services, you consent and agree to the transmission and storage of and access to this information (both in electronic and hardcopy form) by JAXX to any third parties that you may authorize. You also consent to JAXX providing your information to third parties in order to provide Services that you may request. JAXX may also enclose personal information in a message sent to you through email or regular mail at your request. These messages -- which may take the form of a general update or a specific response to your questions -- will be sent to the email address or physical location you specify. You agree that all agreements, notices, records, disclosures and other communications that JAXX provides to you electronically satisfy all legal requirements that such communications be in writing, and you hereby consent to receive such information electronically.
As a registered user, you will receive a password and account name upon completing the registration process. You are responsible for maintaining the confidentiality of the password and account name and are fully responsible for all activities that occur under your account. JAXX recommends that you change your password at least every three (3) months to maintain the security of your account. You agree to (a) immediately notify JAXX of any unauthorized use of your account or any other breach of security, (b) exit from your account at the end of each session, (c) provide true, accurate, current and complete information about yourself when registering for the Services (the “Registration Data”), and (d) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any Registration Data that is untrue, inaccurate, outdated or incomplete, or JAXX has reasonable grounds to suspect that such Registration Data is untrue, inaccurate, outdated or incomplete, JAXX has the right to suspend or terminate your account as provided herein.
As the account owner, you can provide access to your account and the related User Content to third parties by identifying and designating users to access some or all of the User Content. At your direction, we will add such third parties as registered users, who will have access to the tools of the JAXX Services platform that you assign to such person or persons, which may include some or all of the following: viewing, adding and transmission of information, including financial information. You agree that you will be responsible for properly configuring your account to provide only such access to the account as you desire to provide the third party and that you will be responsible for all acts or omissions of such third party and that JAXX has no responsibility in monitoring the access or use of the account by such third party and no liability related to the acts or omissions of such third party.
User Content
You understand that all information, including, but not limited to, personally identifiable information, Registration Data, financial information, data, text, messages or other materials ("User Content"), whether publicly or privately transmitted, is the sole responsibility of the person from whose user account such User Content originated. This means that you, and not JAXX, are entirely responsible for all User Content that you upload, download, post, email, transmit or otherwise make available via the Services. You are responsible for reviewing the information provided by registered users of the account, including, but not limited to, financial institutions or advisors, and all documents and data downloaded onto the JAXX Services platform. JAXX does not does not guarantee the accuracy, integrity, quality or security of such User Content. Under no circumstances will JAXX be liable in any way for any User Content, including, but not limited to, loss or inaccuracy of User Content due to technical issues (whether on the part of JAXX Services Platform or your internet service provider or the hardware you use), any errors or omissions in any User Content, or any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, transmitted or otherwise made available via the Services.
Prohibited Use
In consideration of being allowed to use the Services, you agree that the following actions by you or persons using your account shall constitute a material breach of these Terms and Conditions:
a. Violation of any applicable local, state, national, or international laws;
b. Transmitting any material that infringes on the intellectual property rights of others or on the privacy or publicity rights of others;
c. Transmitting any material that is unlawful, harmful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, vulgar, obscene, insensitive or embarrassing to any other person or entity as determined by JAXX in its sole discretion;
d. Impersonating, falsely stating or otherwise misrepresenting your affiliation with, any person or entity;
e. Transmitting any material that contains software viruses, “spyware,” “adware,” time bombs, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
f. Interfering with, disrupting, exceeding permitted access to or accessing without authorization, the Services or servers or networks used to provide access to the Services, or disobeying any requirements, procedures, policies or regulations of the Services or networks connected to the Services.
g. The Services are not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so you may not use the Services where your communications would be subject to such laws. Nothing contained in this section limits the usage restrictions specific to Sensitive Information under the Agreement.
h. You acknowledge that the Services have not been designed to process or manage sensitive information and accordingly you agree not to use the Services to collect, manage or process sensitive information. We will not have and we specifically disclaim any liability that may result from your use of the services to collect, process or manage sensitive information.
TERMINATION
JAXX shall have the right, in its absolute discretion and without prior notice, to immediately suspend or terminate your use of or access to the Services or any portion thereof, at any time, for any reason, including, but not limited to (a) any breach or violation of this Agreement or the Notice of Privacy Practice, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Services (or any part thereof), (e) unexpected technical or security issues or problems, or (f) extended periods of inactivity. If this Agreement is terminated by you, except as a result of subparts (d) or (e) above, JAXX may charge you a termination fee equal to the amount set forth on the Termination Fee Schedule attached hereto, which schedule may be amended from time to time upon thirty (30) days’ notice.
Termination of your the Services account may include (1) removal of access to the Services and all parts thereof, (2) deletion of your password and all related account information, and all User Content associated with or inside your account (or any part thereof), and (3) barring of further use of the Services. You agree that the Services are not intended to serve as a repository, archive or backup of your User Content, and that all of your User Content will be automatically deleted from the Services five (5) days after JAXX closes your account. JAXX will not return the User Content to you and JAXX is not responsible for any such deletion of User Content.
WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. Your use of the services is at your sole risk. The services are provided on an "as is" and "as available" basis. JAXX and its subsidiaries, affiliates, members, officers, employees, agents, partners and licensors expressly disclaim, to the fullest extent permitted by law, all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, non-infringement and title. JAXX assumes no responsibility for the timeliness, deletion, transmission, mis-delivery or failure to store any user content. You are responsible for obtaining access to the services, and that access may involve third-party fees (such as internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the services, and unless otherwise agreed by JAXX, provide all information and electronic records to JAXX in the format specified by JAXX.
b. JAXX and its subsidiaries, affiliates, members, officers, employees, agents, partners and licensors make no warranty that (I) The services will meet your requirements; (II) The services will be available, uninterrupted, timely, secure or error-free; (III) The results that may be obtained from the use of the services will be accurate or reliable; (IV) The quality of the services and any products, services, content or other material purchased or obtained by you through the services will meet your expectations; Or (V) Any errors in the services will be corrected.
c. You specifically understand and agree that JAXX, in providing the services, may serve as a conduit for information provided by third parties, and that JAXX may rely on such information and services and products provided to it by third parties. JAXX assumes no responsibility or liability for the accuracy, completeness, propriety, necessity or advisability information which may be provided, directly or indirectly, to you, or of the other services to which such information may relate. The parties further understand and agree that JAXX shall have no responsibility of any kind to you or any third party for any (I) Adverse events; Or (II) Other information or services provided by or through any services. services are not intended to supplant or replace the professional judgment.
d. No advice or information, whether oral or written, obtained by you from or through the services shall create any warranty not expressly stated in this agreement.
INDEMNIFICATION
You hereby agree to indemnify, defend and hold JAXX and JAXX’s affiliates, and their respective officers, directors, employees, agents, contractors and suppliers (the “indemnified parties”) harmless against any losses, damages, liabilities, claims or demands (including all costs, expenses and reasonable attorneys’ fees on account thereof or in connection with any investigation or preparation related thereto or the enforcement of the indemnification provisions of this agreement) (collectively, the “indemnified amounts”) that may be made as a result of claims made against the indemnified parties relating to: (I) Your acts or omissions or the acts or omissions of any registered user of your account (II) Your use of the services, (III) The inaccuracy of any user content, (IV) Any breach of this agreement or (V) Any violation of law. JAXX agrees to notify you of any written claims or demands against JAXX for which you may be responsible hereunder and you shall be entitled, at your option, to assume the defense or settlement of any such claim. you agree to promptly reimburse the indemnified parties for the indemnified amounts as they are incurred.
LIMITATION OF LIABILITY
You expressly understand and agree that JAXX and its subsidiaries, affiliates, members, officers, employees, agents, partners and licensors shall not be liable to you for any direct damages in excess of three months worth of services fees paid to JAXX or any indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for personal injury, wrongful death, loss of profits, goodwill, use, data or other intangible losses or damage (even if JAXX has been advised of the possibility of such damages), resulting from: (I) The use, misuse or the inability to use the services; (II) Information or services purchased or obtained or messages received or transactions entered into through or from the services; (III) Improper or unauthorized access or use; hacker or cracker intrusion or disruption; distributed denial of service attacks; computer viruses or worms; loss, theft, misuse, alteration or corruption of data, programs or information; failure of network security; or other acts, omissions, torts or crimes; (IV) Statements or conduct of any third party on the services; Or (V) Any other matter relating to this agreement, the services or JAXX. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages; you agree that in those jurisdictions JAXX’s liability will be limited to the fullest extent permitted by law.
LEGAL DISPUTES
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND JAXX HAVE AGAINST EACH OTHER ARE RESOLVED.
You and JAXX agree that any claim or dispute at law or equity that has arisen, or may arise, between you and JAXX (including any claim or dispute between you and a third-party agent of JAXX) that relates in any way to or arises out of this or previous versions of this User Agreement, your use of or access to the Services, the actions of JAXX or its agents, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Section.
a. Applicable Law
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Delaware, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and JAXX, except as otherwise stated in this Agreement.
b. Agreement to Arbitrate
You and JAXX each agree that any and all disputes or claims that have arisen, or may arise, between you and JAXX (including any disputes or claims between you and a third-party agent of JAXX) that relate in any way to or arise out of this Agreement, your use of or access to the Services, the actions of JAXX or its agents, or any products or services sold, offered, or purchased through the Services shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
c. Prohibition of Class and Representative Actions and Non-Individualized Relief
You and JAXX agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class, or representative or private attorney general action or proceeding. Unless both you and JAXX agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims, and may not otherwise preside over any form of a consolidated, representative, class, or private attorney general action or proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect other users. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to your and JAXX’s right to appeal the court's decision. All other claims will be arbitrated.
d. Arbitration Procedures
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of this Agreement as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of the portion of this Agreement entitled "Prohibition of Class and Representative Actions and Non-Individualized Relief", shall be for a court of competent jurisdiction to decide.
The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules (as applicable), as modified by this Agreement. The AAA's rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word "arbitrator" in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration; rather, the AAA's rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement.
A party who intends to seek arbitration must first send to the other, by certified mail, a Notice of Dispute ("Notice"). The Notice to JAXX should be sent to JAXX Technologies Inc., 564, 1007 N Orange St. 4th Floor , Wilmington, DE, New Castle, US, 19801, Attn: General Counsel. JAXX will send any Notice to you to the physical address we have on file associated with your JAXX account; it is your responsibility to keep your physical address up to date.
If you and JAXX are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or JAXX may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to JAXX at the following address: 564, 1007 N Orange St. 4th Floor , Wilmington, DE, New Castle, US, 19801, Attn: General Counsel. In the event JAXX initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your JAXX account. Any settlement offer made by you or JAXX shall not be disclosed to the arbitrator.
The arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or JAXX may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and JAXX subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or JAXX may attend by telephone, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same JAXX user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
e. Costs of Arbitration
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement.
f. Severability
With the exception of any of the provisions in the Section entitled "Prohibition of Class and Representative Actions and Non-Individualized Relief", if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement shall still apply.
g. Future Amendments to this Section
Notwithstanding any provision in the Agreement to the contrary, you and we agree that if we make any amendment to this Legal Disputes Section (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against JAXX prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by this Agreement that have arisen or may arise between you and JAXX. We will notify you of amendments to this Agreement by posting the amended terms on www.jaxx.ai at least 30 days before the effective date of the amendments and by providing notice through email. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.
h. Judicial Forum for Legal Disputes
Unless you and we agree otherwise, in the event that the Legal Disputes section above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and JAXX must be resolved exclusively by a state or federal court located in the State of Delaware. You and JAXX agree to submit to the personal jurisdiction of the courts located within the State of Delaware for the purpose of litigating all such claims or disputes.
i. You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
MISCELLANEOUS
This Agreement constitutes the entire understanding between you and JAXX and governs your use of the Services, superseding any prior agreements between you and JAXX with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Services.
The failure of JAXX to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
You agree that your Services account, including, but not limited to, any rights to your Services user name, password or User Content within your account, is not transferable or assignable. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
You agree that you will not make, or cause to be made, any statement that disparages or may be interpreted to disparage JAXX, or any of its other products or services.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.
SITE OWNERSHIP
The trademarks, logos, and service marks (collectively the "Trademarks") displayed on this website are registered and unregistered trademarks of JAXX and others. Nothing contained on this website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this website without the written permission of JAXX or such third party that may own the Trademarks displayed on this website. Your misuse of the Trademarks displayed on this website, or any other Content on this website, except as provided herein, is strictly prohibited.
CONTACTING US
If you have any questions or concerns about this Agreement, please feel free to contact us at:
JAXX Technologies Inc.
564, 1007 N Orange St. 4th Floor ,
Wilmington, DE,
New Castle, US, 19801
Attn: General Counsel
This Agreement was last revised September2022