PLEASE READ THIS AGREEMENT CAREFULLY BEFORE REGISTERING
JustKnock is currently in Beta.
BY CLICKING ON THE “REGISTER” BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS TO USE THE JUSTKNOCK.NET ENTERPRISE VIDEO COLLABORATION SERVICE (“JUSTKNOCK”), A SERVICE PROVIDED BY JELL NETWORKS, INC. (“JELL”), YOU ARE CONSENTING THE FOLLOWING TERMS AND CONDITIONS (THE AGREEMENT) GOVERNING YOUR USE OF THE JUSTKNOCK SERVICE (THE SERVICE) ALONG WITH ANY AMENDMENTS THERETO AND ANY OPERATING RULES OR POLICIES THAT MAY BE PUBLISHED FROM TIME TO TIME BY JELL. 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 SUCH ENTITY, AND ANY PERSON TO WHICH THE ENTITY PERMITS ACCESS AND USE OF SERVICES, TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE “REGISTER” BUTTON AND THE REGISTRATION PROCESS WILL NOT CONTINUE. JUSTKNOCK IS ONLY AVAILABLE TO USERS 13 YEARS OF AGE OR OLDER. REGISTRANTS BETWEEN THE AGES OF 13 AND 18 MUST HAVE A PARENT ASSIST IN THE COMPLETION OF REGISTRATION.
1) This is an Agreement for Services, and Customer is not granted a license to any software by this Agreement.
2) Registration allows you to create a user account in which you will be able to conduct video conferencing services, with features designed to automate routine business meeting functions. JELL reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
3) JELL may make changes to the Agreement, and continued use of the Service constitutes Customer’s acceptance of any such changes. In addition, Customer and JELL shall be subject to any posted guidelines or rules applicable to such Services that may be posted at any time.
4) Users in the European Union understand and consent to the processing of personal information in the United States.
5) You are responsible for all activity occurring under your Account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of JustKnock, including those related to data privacy, international communications and the transmission of technical or personal data. You must:
a) Report to JELL immediately of any unauthorized use of any account or any other known or suspected breach of security by you or any member of your Company
b) Report to JELL immediately and use reasonable efforts to stop immediately any copying or distribution of the JustKnock Platform that is known or suspected by you or any member of your Company
c) Not impersonate another JustKnock user or provide false identity information to gain access to or use the JustKnock Platform.
6) The data you stored in the JustKnock Platform per the terms of this Agreement will be considered your personal property.
7) You understand that JELL may send you communications or data regarding the Services, including but not limited to (i) notices about your use of the Services, including any notices concerning violations of use, (ii) updates, and (iii) promotional information and materials regarding services, via electronic mail
8) Your use JustKnock is limited to you and your Company and cannot be shared with or used by any Third Party with the exception of service features that enable you to communicate with the Third Party.
9) You agree NOT to:
a) Modify or make derivative works based upon the JustKnock Platform;
b) Disassemble, reverse engineer, analyze, decompile, modify, convert or translate the JustKnock Platform or apply any procedure or process to the JustKnock Platform in order to build a competitive product or service;
c) Build a product using similar ideas, features, functions or graphics of the JustKnock Platform, or copy any ideas, features, functions or graphics of the JustKnock Platform;
d) License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any Third Party the JustKnock Platform and/or User Account in any way;
e) Link to the JustKnock Platform or Applications via the Internet, displaying any content on any other server or wireless or Internet-based device, without properly citing JustKnock as the owner or expressed written consent from JustKnock;
f) Use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the JustKnock Platform in a manner that sends more request messages to JustKnock servers in a given period of time than a human can reasonably produce in the same period by using a convention on-line web browser;
g) Collect or harvest any personally identifiable information, including account names, from JustKnock.
h) To use the JustKnock Platform to engage in:
i) Sending email spam or otherwise duplicative or unsolicited messages in violation of applicable CAN-SPAM laws;
ii) Sending or storing infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violate Third Party privacy rights;
iii) Sending or storing material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
iv) Interfering with or disrupting the integrity or performance of the JustKnock Platform or the data contained therein;
v) Attempting to gain unauthorized access to the JustKnock Platform or its related systems or networks.
10) For e-mail messages sent in connection with the Services, Customer acknowledges and agrees that the Services may automatically add an identifying footer stating “Powered by JustKnock” or similar message.
11) This Agreement does not convey any rights of ownership in or to the JustKnock Platform. All rights, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in the JustKnock Platform will remain the sole property of JELL. Any services provided to you under this Agreement related to the testing of the JustKnock Platform, including methods, processes, notes, designs, code, documentation, memoranda will belong to JELL. Any intellectual property and information, such as data, feedback, advice, information, designs that you give to JustKnock during the Term of this Agreement will belong to JELL.
12) During the Term of this Agreement, in the event that JELL discovers that your Account is impeding services on the JustKnock Platform in any way or the server that the JustKnock Platform is hosted on, you hereby grant JELL access by proxy login to your Account so JELL may investigate and resolve any service related issues. During this investigation, your Account may not be accessible.
13) JELL makes no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the JustKnock Platform or any content or online documentation. The JustKnock Platform is provided to you on an “AS IS – WHEREAS” basis. You agree that you understand that the JustKnock Platform may not operate according to the specifications at all times. JELL DOES NOT represent or warrant that:
a) The use of the JustKnock Platform will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;
b) The JustKnock Platform will meet your requirements or expectations or result in revenues or profits;
c) Any stored data will be accurate or reliable;
d) The quality of any products, services, information, or other material purchased or obtained by you through the JustKnock Platform will meet your requirements or expectations;
e) The JustKnock Platform will remain consistent during any given period as JELL reserves the right to make changes to improve service or add and remove product features at any time;
f) Errors or defects will be corrected, or;
g) The JustKnock Platform or the server(s) and software components that make the JustKnock Platform available are free of viruses or other harmful components.
14) All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by JELL.
15) You expressly understand and agree that JELL, its officers, directors, employees, affiliates and service providers, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if JELL has been advised of the possibility of such damages), resulting from:
a) The use or the inability to use the JustKnock service;
b) The cost of procurement of substitute goods and service resulting from any goods, data, information or service purchased or obtained or messages received or transactions entered into through or from the JustKnock Platform;
c) Unauthorized access to or alteration of your transmissions or data;
d) Statements or conduct of any third party on the JustKnock Platform or;
e) Any other matter relating to the JustKnock Platform.
16) You also agree that JELL will not be liable for any interruption of business, access delays, or access interruptions to this site or for JustKnock’s non-delivery of data, mis-delivery, corruption, destruction or other modification. Or unauthorized access to data entered in, or breach of any security mechanisms utilized in, the JustKnock Platform or in any restricted field therein; or events beyond the reasonable control of JELL. IN NO EVENT WILL ANY JELL PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS CONTRACT OR YOUR USE OF THE SOFTWARE OR SERVICE, EVEN IF SUCH JELL PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THIS CONTRACT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY JELL PARTY WITH RESPECT TO THIS CONTRACT OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. In the event that, notwithstanding the foregoing disclaimers and indemnification, JELL is found responsible to any JustKnock Customer for any reason whatsoever, JELL’s responsibility shall be limited to the amounts actually paid by such Customer for JELL’s services, and shall not include punitive damages or consequential or resulting damages of any nature.
17) You agree to indemnify, defend and hold harmless, JELL, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers, to and from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this agreement by you. JELL reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with JELL in asserting any available defenses.
18) JustKnock’s services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. JELL is not responsible for any delays, delivery failures, or other damage resulting from such problems.
19) JELL reserves the right to terminate your JustKnock Account for any reason at any time. JELL shall have no liability to Customer or any third party because of such termination. You may terminate your account at any time upon five (5) working days prior notice to us. Upon termination, it is the Customer’s responsibility to delete all Customer entered data. If Customer does not log into its Account for more than 90 days, the account may be deemed inactive and subject to immediate closure by JELL.
20) This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to any contrary conflicts of law principles. All legal actions arising under this Agreement will be initiated and maintained in the state or federal courts in California, Alameda County. Both parties hereby irrevocably consent to such jurisdiction and venue.
21) In the event that any provision of this Agreement is found invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect.
22) This Agreement constitutes the complete agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein. No modification of this Agreement will be effective unless contained in writing and signed by an authorized representative of each party. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority or any kind to bind JustKnock in any respect whatsoever.
23) The failure of a party to prosecute its rights with respect to a breach hereunder will not constitute a waiver of the right to enforce its rights with respect to the same or any other breach.
24) Any claim, demand or cause of action relating to this Agreement will be deemed barred and forever waived if legal action is not commenced with respect to such claim, demand or cause of action within one (1) year after the aggrieved party first acquires actual notice of such claim, demand or cause of action.
25) JELL reserves the right to modify our pricing and we will notify Customer by email when this occurs.
26) Each party represents to the other that it: has the legal power and authority to enter into this Agreement; and has not previously entered into any agreement or understanding which conflicts with any rights or obligations set forth in this Agreement. JELL will have the right to assign this Agreement to an affiliate of JELL at any time without notice. These terms and conditions are the entire agreement between you and JELL regarding the use of JustKnock. No other communication, whether written or oral, will be deemed to supplement or supersede these terms and conditions unless made in writing and signed by both you and JELL.