Last Modified August 22, 2023
There are some legal documents that are important to life here at DemandJump and also for our customers, prospects, free trial users and visitors to the website. To make it more convenient to find the information you’re looking for, we’ve assembled all of them here in one place and provided you with a brief synopsis of what is covered in each one.
DemandJump Master Services Agreement:
This agreement applies to your DemandJump subscription and even free account periods should you have one. If you’re a DemandJump customer, have a free trial period or just thinking about becoming one please review this agreement.
If you use our website, then please review this document. It describes what constitutes legitimate use of our website and a few other items.
If you use any of our products or services, this lays out what’s okay to do with them and what’s not.
This talks about how we handle any information you have provided us if you’ve ever filled out a form on our site, signed up for a free trial or provided a little bit of your information. It also talks about how we will handle third party data but even more importantly what we won’t do.
If you're one of our valued partners that participates in our Referral Program, you're going to want to read this one. These terms apply to your participation in our Referral Program and contain all sorts of important stuff, like eligibility criteria for revenue share.
This Master Services Agreement (this “Agreement”) is entered into between the person or entity identified in the applicable Order Form, (“you”, “your” or “Customer”) and DemandJump Inc., a Delaware corporation (“us”, “we”, “our” or “DemandJump”) and governs Customer’s acquisition and use of the DemandJump Services.
Customer accepts this Agreement by: (a) clicking a box to execute an Order Form through our online sign-up process, or (b) directly executing an Order Form that references this Agreement, or (c) using free Services. If you are accepting this Agreement on behalf of a company or other legal entity, then you represent and warrant that you have the authority to bind such entity and its affiliates to this Agreement. If Customer registers for a free trial of the Services, or the Services are otherwise made available to Customer without charge, then all applicable provisions of this Agreement will also govern that free trial, freemium and those free Services.
We may periodically update this Agreement, and, when updated, a revised copy will be posted on the DemandJump website. If the updates are material, then we may also directly notify you of the same. Your continued use of the Services after any such update shall constitute your assent to and acceptance of the updated Agreement in its entirety, and the revised Agreement shall govern your use of the Services thereafter.
This Agreement is effective between DemandJump and Customer as of the date of Customer’s acceptance of this Agreement (the “Effective Date”). The Parties agree as follows:
“Account” means an account created for Customer and Authorized Users for the purpose of providing access to the Services.
“Affiliate” means any entity which directly or indirectly controls, is controlled by or is under common control with a Party to this Agreement. For purposes of this definition, “control,” “controlling,” and “controlled,” when used with respect to a Party, means the power to direct the management and policies of such Party either through ownership of voting or by contract.
“Agency Client” means an individual brand client of Customer identified in a separate Order Form for which the Services may be used, directly or indirectly, under this Agreement.
“Authorized User(s)” means an employee, consultant, contractor, agent or Agency Client of Customer authorized to access and use the Services, as described herein and any applicable Order Form.
"Billing Period" means the period for which you agree to prepay under an Order Form.
“Confidential Information” means any non-public information that is identified as or would be reasonably understood to be confidential and/or proprietary to a Party. Confidential Information of DemandJump includes, but is not limited to, the Services and underlying software, including any source code and object code related thereto. Confidential Information of Customer includes, but is not limited to Customer Data. Confidential Information does not include information that: (a) is now, or hereafter becomes, through no act or failure to act on the part of a recipient, generally known or available to the public; (b) was rightfully in a Party’s possession prior to disclosure by the discloser; or (c) is developed independently by a Party without unauthorized use of or reference to any of the discloser’s Confidential Information.
"Competitor" means a single direct or indirect competitor or other entity that Customer desires to better understand with respect to marketing positioning, channel success and where opportunities may exist for Customer to focus marketing efforts.
"Consulting Services" means the professional services purchased as a subscription, revenue share and/or on a one-time fee basis, other than the Subscription Service, which are provided by DemandJump and which may include, but are not limited to, assurance services, advisory services, digital services, content creation, setup, strategic consulting, training, integration or other consulting services and further Deliverables as outlined in more detail on an Order Form.
“Customer Data” means data which is submitted or made available by you to DemandJump, or which is otherwise acquired from you by DemandJump in connection with the Services, including, without limitation, order information, customer information, product information, e-commerce data, website profile, visit, session, impression, click through or click stream data, configurations, website traffic patterns and website analytics information. Customer Data does not include DemandJump Data.
“Deliverable” means the work product to be delivered or provided by DemandJump to Customer in connection with Consulting Services, as further set forth in an applicable Order Form.
"DemandJump Content" means all information, text, messages, software, sound, music, video, photographs, graphics, images, algorithms and tags that we incorporate into the Services, including without limit DemandJump Data. DemandJump Content does not include Customer Data.
“DemandJump Data” means the data we make available to you in connection with the Services, including, without limitation, any and all data sets, databases, data learnings and derivative works generated, resulting from or derived from the machine learning, algorithms, analysis, enhancement, translation, processing, combination or modification of third party and proprietary data. DemandJump Data does not include Customer Data.
“Intellectual Property Rights” means all inventions, patents, copyrights, trade secrets, trade names, know-how, intellectual property, software, shop rights, moral rights, licenses, developments, research data, designs, processes, formulas, and other intangible proprietary or property rights, whether or not patentable (or otherwise subject to legally enforceable restrictions or protections against unauthorized third party usage), and any and all applications for, and extensions, divisions, and reissuances of, any of the foregoing, and rights therein, and whether arising by statute or common law.
"Order Form" or "Order" means any ordering document specifying the Services to be provided hereunder, whether executed in hard copy or via our online sign-up process, that is entered into between the Customer and DemandJump, including any addendums thereto.
“Primary Domain” means your domain, or domains, chosen for data science driven decision making for which we charge you fees as set forth in an Order From.
“Service Level Agreement” means the service level that is provided, as stated in Exhibit A to this Agreement.
“Services” means the services that may be ordered by Customer under an Order Form and made available or otherwise provided by DemandJump, either online or remotely, including any associated software applications, as further described and identified in an Order Form. Services may consist of the Subscription Service and/or Consulting Services.
“Subscription Fee” means the amount that you pay for the Subscription Service and/or Services.
"Subscription Service" means our online subscription-based platform, services, applications, algorithms, and tools which are developed, operated, and maintained by us, as well as any ancillary products and services, and which we provide to you under an Order Form and pursuant to the terms of this Agreement. The Services are available via login with a currently valid subscription at https://app.demandjump.com (as may be changed from time to time by DemandJump).
“Third Party Products” means products and services that are provided by third parties which interoperate with or may be used in connection with the Services. These third party products and services may include, but are not limited to, any non-DemandJump applications, websites and/or social media communication facilities (e.g. Facebook, Twitter, LinkedIn, and similar), available integrations, tactical execution contact information, partner directories and links to other, similar products.
2. Access and Use of the Services
2.1. Access to the Services. Subject to Customer’s and its Authorized Users’ compliance with the terms of this Agreement, DemandJump hereby grants to Customer the right to access and use the Services for the internal business purposes of Customer identified in an Order Form on a limited, revocable, non-exclusive, worldwide, non-transferable basis in accordance with the scope identified in the applicable Order Form.
2.1.1. Consulting Services. If Customer has ordered Consulting Services and there are a specific number of service credits or investment dollars included in the Order, those service credits or investment dollars will expire at the end of each month, unless otherwise indicated therein. Unless otherwise agreed in an applicable Order Form, all Consulting Services are performed remotely.
2.2. Account Creation for Subscription Service. If Customer has ordered the Subscription Service, then promptly upon execution of this Agreement DemandJump will provide Customer with a primary administrator Account for managing and granting access to its Authorized Users. Customer shall be responsible for registering a primary owner for its Account as a part of the registration process to utilize the Subscription Service. Customer may use its primary owner credentials to create other owner accounts, administrator accounts and/or standard user accounts for its Authorized Users. Access to the Subscription Service shall be limited to the number of Primary Domain(s), Competitors, Users, Data Events and any other options which are then available, and each as further specified in an applicable Order Form.
2.3. Use of the Services. Customer and its Authorized Users must comply with our Acceptable Use Policy (“AUP”) when using the Services. The current version of our AUP is located here: https://www.demandjump.com/legal#aup, and is hereby incorporated by reference. Customer and its Authorized Users are responsible for maintaining and keeping confidential its Account information, including passwords, user names and email addresses. If Customer becomes aware of: (a) any violation of the terms of this Agreement by an Authorized User or unauthorized access to an Account; or (b) any compromise to an Account including unauthorized access to or disclosure of any Account information, passwords, user names or login credentials, Customer must promptly suspend such access and immediately notify DemandJump. If Customer becomes aware that any Customer Data violates the terms of this Agreement, Customer must promptly remove such Customer Data.
2.4. Authorized Use. Customer may permit Authorized Users to use the Services on behalf of and for the internal business purpose of Customer, or otherwise according to the scope set out in an applicable Order Form, and in accordance with the terms and conditions of this Agreement. Customer is and will remain responsible for the use of the Services, including any breaches of this Agreement, by any Authorized Users.
2.5. Agency Client. If Customer has subscribed to DemandJump’s Agency edition then Customer may onboard one or more Agency Clients under Customer’s Account by submitting a unique Order Form to DemandJump in each instance. All Orders will, at a minimum, specify the type and quantity of the Services requested, the start date requested, and the Agency Client name, primary domain and location. Customer shall at all times be responsible for collection and payment of all sums due and owing to DemandJump from any such Agency Client. Customer shall ensure that each Agency Client complies with this Agreement in all respects, and shall remain responsible and liable for all acts and omissions of an Agency Client. All acts or omissions by an Agency Client, as well as any loss or damage incurred by an Agency Client resulting from an act or omission by DemandJump shall, for the purposes of this Agreement, be attributable to the Customer and the Customer alone will have the right to make a claim for any such loss or damage under this Agreement on behalf of the applicable Agency Client. If an Agency Client ceases its relationship with the Customer, that Agency Client shall no longer have the right to use the Services under this Agreement and Customer is responsible for ensuring that all relevant software, documentation and any other materials made available in connection with the Services, is returned to the Customer or DemandJump and that the relevant Agency Client ceases to use the Services. Subject to the foregoing, all references in this Agreement to “Customer” shall also apply to any Agency Client, except for Sections 5 and 6 unless any part or subparagraph therein is expressly noted as applicable.
2.6. Restrictions. Access to the Services by Customer and its Authorized Users is subject to the following conditions:
2.6.1. Customer and its Authorized Users will not: (a) resell, assign, transfer, lease, share or sublicense the Services in violation of this Agreement (including, without limitation, by providing the Services to any value-added resellers, distributors, channel partners or any other third party in violation of this Agreement); (b) modify, disassemble, decompress, reverse compile, reverse assemble, reverse engineer or translate any portion of the Services, including any portion of the software related thereto; (c) use the Services in violation of applicable law; (d) cause harm in any way to the Services or cause malware to harm the Services; (e) use or launch any automated system (e.g. “robots”, “spiders” or “offline readers”) that sends more request messages in a specific period of time than a human can reasonably produce in such period of time via use of a conventional browser; (f) attempt to, or actually, work around the Services’ technical limitations; (g) modify and/or create derivative works based upon the Services; or (h) access the Services and/or use the materials provided hereunder in order to build a similar, competing product.
2.6.2. Customer and its Authorized Users will not intentionally or negligently access or use the Services in any way that: (a) may reasonably have been expected to adversely affect the security, stability, performance or functions of the Services; (b) create a risk of harm or loss to any person or property; (c) constitutes or contributes to a crime or tort; (d) is illegal, unlawful, harmful, defamatory, infringing or invasive of personal privacy or publicity rights; or (e) infringes any third party rights.
2.6.3.DemandJump may suspend the Services, in whole or in part, if we determine that suspension is necessary to protect Customer, its Authorized Users, other customers and/or the Services from operational, security or other material risk, or if the suspension is ordered by a court or other tribunal. In such event, DemandJump will provide notice of suspension to Customer as soon as reasonably practicable.
3. Intellectual Property and Ownership Rights
3.1. Customer Data. You own and shall retain all Intellectual Property Rights in and to the Customer Data and all of your trademarks, service marks, copyrights and trade secrets. You hereby grant DemandJump a revocable, non-exclusive, royalty-free, worldwide right and license to: (a) access and use your Account in order to process, modify, reproduce, create derivative works of, display and disclose the Customer Data as reasonably necessary in order to provide the Services, and (b) access and use any third party technology subscription services to which you subscribe in order to provide the Services hereunder. You represent and warrant that you own all Customer Data or have permission from the rightful owner to use each of the elements of the Customer Data, including in connection with the Services, and to otherwise grant to DemandJump the rights and licenses granted herein. DemandJump shall not sell, assign or provide any Customer Data to any third party without your prior written consent. Notwithstanding anything to the contrary contained herein, DemandJump reserves the right to compile, collect, copy, modify, publish and use anonymous and aggregate data generated from Customer’s use of the Services for analytical and other business purposes and shall own all right, title and interest therein.
3.2. DemandJump Services and DemandJump Content. DemandJump owns all Intellectual Property Rights associated with the Services and the DemandJump Content, including all such rights in any software provided as a part of or in connection therewith. Customer shall preserve intact all applicable DemandJump copyright, patent and/or trademark notices presented in connection with the Services and/or DemandJump Content. DemandJump reserves all Intellectual Property Rights that are not expressly granted to Customer under this Agreement, and Customer will not assert any implied rights in or to any of DemandJump’s Intellectual Property Rights. DemandJump shall own all Intellectual Property Rights in and to any improvements, upgrades, modifications or enhancements to the Services and the DemandJump Content. If Customer has been involved in the development process by contributing in any manner, including but not limited to, input, ideas or feedback on the same, any right the Customer may have due to such involvement is hereby irrevocably transferred to DemandJump.
3.3. Deliverables. Subject to Customer’s payments of all amounts due and owing under the applicable Order, in the event that any of the Deliverables provided by DemandJump to Customer hereunder are, in whole or in part, copyrightable subject matter, all such Deliverables shall be a “work made for hire” and the property of the Customer. In the event that such Deliverables are for any reason determined not to be a “work made for hire,” then DemandJump hereby grants all right, title and interest in and to the same, along with all derivative works thereto, to Customer, and DemandJump will promptly execute and deliver such additional documents as may be required in order to effectuate the transfer contemplated herein. Notwithstanding the generality of the foregoing, the Deliverables may include DemandJump Content and/or similar items owned or developed by DemandJump prior to, or independently from, its engagement under the applicable Order, and DemandJump does and at all times shall retain exclusive ownership in and to the same, along with all modifications or enhancements thereto (whether or not developed in the course of performing the Services hereunder). To the extent that any Deliverables incorporate DemandJump Content and/or similar items, DemandJump hereby grants to Customer a perpetual, worldwide, non-exclusive license to use, copy and modify the same solely as integrated into such Deliverables. Notwithstanding anything to the contrary in this Agreement or any Order, DemandJump retains all rights to its knowledge, experience and know-how acquired in the course of performing the Services.
4. Privacy and Security
4.1. Privacy and Data Protection. DemandJump complies with applicable data protection laws, including, as applicable, the EU General Data Protection Regulation 2016/679 (“GDPR”) and the California Consumer Privacy Act (“CCPA”). We do not collect or process any personal data from Customer or its Authorized Users other than what is necessary for DemandJump to provide the Services. To the extent any applicable data protection law regulates you as a “controller” or “processor” of personal data, as those terms are each defined under applicable law, you warrant and represent that you are in compliance with the applicable law, and that you have the requisite authority as a controller or processor to process and send personal data to DemandJump under this Agreement. You acknowledge and consent that in all cases DemandJump, as a provider of the Services, acts as the processor of such Customer Data and you remain controller of the Customer Data under GDPR, CCPA, or other domestic or international regulatory requirements and data protection regulations.
4.2. Security. DemandJump has implemented and will maintain throughout the Term commercially appropriate administrative, physical, and technical safeguards which are designed to protect Customer Data from unauthorized use or disclosure. Notwithstanding, Customer acknowledges and agrees that no method of transmission or electronic storage and security is fully secure and that DemandJump cannot guarantee absolute security.
5. Your Investment
5.1. Investment. Your investment amount shall be as set forth in an Order Form. Unless otherwise specified in an Order Form, all amounts due are payable annually in advance during the Term. If you have engaged with us for Consulting Services alongside any recurring Subscription Service then the Consulting Services will be considered part of your Services and will renew in accordance with this section. For any increase in amounts due hereunder, starting with the next Billing Period in the Term we will automatically adjust the amount of your investment which is due. We will monitor and audit remotely the number of Primary Domains, Domains, Competitors, Users, Data Events and Products in the Subscription Service, and you are responsible for Subscription Fees due for any amounts used in excess of the amounts purchased in any applicable Order Form. If you are paying by credit card you authorize us to (a) charge your credit card or bank account for all amounts payable during the Term, and (b) use a third party to process payments, and you consent to the disclosure of your payment information to such third party. If Customer is paying by invoice, we will invoice you at the beginning of the Initial Term and at the beginning of each subsequent Billing Period, and other times during the Term when fees are due. All invoices are due and payable upon receipt of the invoice, unless otherwise specified in the applicable Order Form. Payments more than thirty (30) days overdue are subject to interest of 1.5% per month on any overdue amounts, or the maximum permitted by law, whichever is less. Except as may be specifically provided for in an applicable Order Form, all payment obligations are non-cancelable, and all amounts paid are non-refundable.
5.2. Taxes. The fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). If DemandJump has the legal obligation to collect or pay Taxes for which Customer is responsible, DemandJump will include such Taxes in the fees and Customer will pay that amount unless Customer provides DemandJump with a valid tax exemption number and certificate authorized by the appropriate taxing authority. Customer shall have no liability for any taxes based upon DemandJump’s payroll, net income or property.
6. Term and Termination
6.1. Term. The Term of this Agreement will commence on the date Customer signs the first Order Form and, if not terminated earlier as provided herein, will continue in effect for a period of twelve (12) months, or as otherwise specified therein (the “Initial Term”) and will automatically renew for subsequent renewal terms equal to the length of the Initial Term (each a “Renewal Term” and together with the Initial Term, the “Term”) unless terminated by either Party by providing the other Party a written notice of termination no later than sixty (60) days prior to the then-current expiration of the Term which is then in-effect.
6.2. Renewals. DemandJump may, without additional notice, adjust the fees for the Services in conjunction with any Renewal Term according to the greater of (a) the annual percentage increase in the United States Department of Labor Consumer Price Index, All Urban Consumers, U.S. City Average, all items, with an index base period of (1982-1984 = 100) (the “CPI”) for the twelve (12) month period preceding each such renewal date and (b) five percent (5%).
6.3. Termination. Either Party may terminate this Agreement if the other Party is in material breach of its undertakings hereunder and fails to cure such breach within a period of thirty (30) days from receipt of written notice from the non-breaching Party demanding such remedy, except that in the event of unlawful conduct, fraud or material misrepresentation by either Party, the other Party will be entitled to terminate this Agreement immediately. Either Party may likewise terminate this Agreement immediately by providing written notice to the other Party if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. Except as set forth herein, this Agreement may not otherwise be terminated prior to the end of the Term.
6.3.1. Freemium and Monthly Accounts. If you access the Services subject to a free trial or freemium, your account will be automatically deleted if there is no activity for a period of ninety (90) days or more. If you access the Services subject to a month-to-month subscription and elect to pause the subscription, your Account will be deleted.
6.4. Suspension. In addition to any other rights and remedies provided for at law or in this Agreement, DemandJump may suspend the Services for as long as you are in material breach of any provision of this Agreement (including nonpayment of amounts due). In the event of any suspension due to your breach of this Agreement, you will remain liable for all amounts that would have been paid had the Services not been suspended.
6.5. Effect of Termination. Upon any termination or expiration of this Agreement, all rights granted to Customer and its Authorized Users to access and use the Services will likewise terminate. Unless otherwise agreed in writing, each Party shall also promptly return to the other Party, or certify the destruction of, (a) all Confidential Information, and (b) any other data, programs and materials delivered by a Party for purposes of performing this Agreement. Upon any termination of a free trial, freemium or month-to-month account, all associated data will be automatically deleted.
6.6. Survival of Obligations. Any obligations and duties which by their nature extend beyond the expiration or termination of this Agreement will so survive. Without limiting the foregoing, the Parties acknowledge that the following sections will survive any expiration or termination: Sections 3, 5 and 7 through 11.
7. Confidentiality.
7.1. Obligations. Each Party will: (a) hold the other Party’s Confidential Information in confidence with at least as much care as it holds its own Confidential Information, but with no less than reasonable care; (b) not use any Confidential Information of the other Party for any purpose outside the scope of this Agreement; and (c) not disclose Confidential Information to any third party, other than as necessary for its performance hereunder. Each Party may use the Confidential Information of the other Party solely for purposes of its performance hereunder, and may disclose such information to its employees, contractors, agents and advisors only on a need-to-know basis, provided that such parties are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement. Either Party may disclose Confidential Information of the other Party as required by court order or like legal proceeding, provided that it gives the other Party written notice of such disclosure sufficient to permit the other Party to seek a protective order and, if so ordered, only discloses the minimum Confidential Information necessary to comply with the order.
7.2. Ongoing Obligations. Each Party’s obligations under this section will survive termination or expiration of this Agreement and will continue in full force and effect with respect to Confidential Information of the other Party for a period of three (3) years from the date of termination or expiration of this Agreement.
7.3. Remedy. Each Party acknowledges that a breach of this section may result in irreparable and continuing damage to the disclosing Party for which monetary damages may not be sufficient and agrees that the disclosing Party will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or other equitable relief, and such further relief as may be proper from a court of competent jurisdiction.
8. Warranties.
8.1. Mutual. Each Party represents and warrants throughout the Term: (a) it is a business organization duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) that the execution and performance of this Agreement, or the use of the Services, will not conflict with or violate any provision of any law having applicability to such Party, or any other agreements which it is currently subject to; and (c) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.
8.2. DemandJump Warranty. DemandJump warrants throughout the Term that the Services will materially conform to the specifications set forth and further described in this Agreement, any applicable Order Form and any other documentation supplementing the same which has been signed by both Parties. Customer must give DemandJump written notice of any non-conformity, together with a sufficiently detailed explanation of the purported non-conformity, within thirty (30) days of Customer becoming aware of the same. For any breach of the warranties contained in this section, Customer’s sole and exclusive remedy shall be for DemandJump to, within a commercially reasonable time, repair or replace the non-conforming Services. If repair or replacement is not possible within sixty (60) days following receipt of written notice of a non-conformity, you may terminate the defective Services, and DemandJump will refund to you any unused, prepaid fees which have been paid for the non-conforming Services.
8.3. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, DEMANDJUMP MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY, AS TO ANY MATTER WHATSOEVER. DEMANDJUMP EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DEMANDJUMP DOES NOT WARRANT THAT THE SERVICES WILL BE COMPLETELY ACCURATE OR ERROR FREE OR WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. CUSTOMER DOES NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF CUSTOMER TO ANY THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS.” DEMANDJUMP IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER LOSS OR DAMAGE RESULTING FROM (A) TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS SUCH AS THE INTERNET AND/OR (B) INABILITY TO ACCESS OR GET ACCURATE DATA FROM THIRD-PARTY SYSTEMS OR APPLICATIONS THAT THE SERVICES ARE USED WITH.
9. Indemnification.
9.1. DemandJump Indemnification. DemandJump will, at its expense, defend and hold Customer harmless from and against any claim, demand, suit or proceeding (“Action”) made by a third party alleging that the Services infringe or misappropriate the Intellectual Property Rights of such third party, and will indemnify Customer against any costs, losses or damages (including reasonable attorneys’ fees) incurred in connection therewith or agreed to in a written settlement signed by DemandJump, provided that (a) Customer notifies DemandJump in writing within thirty (30) calendar days of its receipt of written notice of the claim, (b) DemandJump has sole control of the defense and settlement of the claim, and (c) Customer provides DemandJump with all reasonable assistance, information, and authority necessary to perform DemandJump’s obligations under this paragraph. Notwithstanding the foregoing, DemandJump will have no liability for any claim of infringement or misappropriation to the extent such claim: (x) is based on or relates to the combination of the Services with other software, data products, processes, or materials not provided by DemandJump; (y) is based on or relates to modifications to the Services not made or expressly authorized by DemandJump; or (z) arises from any activity which DemandJump has notified Customer to halt ((x)-(z) collectively, an “Excluded Claim”).
9.2. Remedies. In the event the Services are held, or in our opinion are likely to be held, to infringe or misappropriate any Intellectual Property Rights of a third party, DemandJump may, at its sole discretion and expense, either: (a) secure the right for you to continue using the Services; (b) replace or modify the Services with a non-infringing equivalent; or (c) refund the pre-paid, unused fees paid by Customer for the infringing Services and require that you discontinue use of the Services. The foregoing remedies constitute Customer’s sole and exclusive remedies and DemandJump’s entire liability with respect to claims of infringement of Intellectual Property Rights.
9.3. Customer Indemnification. Customer will defend, indemnify and hold DemandJump harmless from and against any Action brought against DemandJump or its officers, directors, employees, agents and affiliates by a third party to the extent that such Action arises out of any Excluded Claim or any claimed infringement or misappropriation of third party Intellectual Property Rights by the Customer Data, provided that (a) DemandJump notifies Customer in writing within thirty (30) calendar days of its receipt of written notice of the claim, (b) Customer has sole control of the defense and settlement of the claim, and (c) DemandJump provides Customer with all reasonable assistance, information, and authority necessary to perform Customer’s obligations under this paragraph.
9.4. Mitigation and Participation. The indemnified Party acknowledges and agrees that it shall use commercially reasonable efforts to mitigate the costs and expenses related to any such claim. The indemnified Party may reasonably participate in the defense, at its sole expense.
10. Limitation of Liability. EXCEPT FOR EITHER PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 7 (CONFIDENTIALITY) OR WITH RESPECT TO A PARTY’S OBLIGATIONS UNDER SECTION 9 (INDEMNIFICATION) (OR A BREACH THEREOF), A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR DAMAGES CAUSED BY THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR LOSS OF BUSINESS OPPORTUNITIES. EXCEPT FOR EITHER PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 7 (CONFIDENTIALITY) OR WITH RESPECT TO A PARTY’S OBLIGATIONS UNDER SECTION 9 (INDEMNIFICATION) (OR A BREACH THEREOF), A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR DAMAGES CAUSED BY THE FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW THE AGGREGATE AND CUMULATIVE LIABILITY OF EITHER PARTY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE ACTIONS GIVING RISE TO THE CLAIM. DEMANDJUMP SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM CUSTOMER’S OR ITS AUTHORIZED USERS’ (INCLUDING AGENCY CLIENTS) FAILURE TO COMPLY WITH THE TERMS OF THIS AGREEMENT. THE PARTIES MUST, IN ORDER TO PRESERVE THE RIGHT TO COMPENSATION, GIVE THE OTHER PARTY NOTICE OF ANY CLAIM WITHIN SIX (6) MONTHS FROM WHEN THE AFFECTED PARTY BECAME AWARE OF THE BASIS FOR THE CLAIM.
11. General Provisions.
11.1. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to any conflict of laws principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or the rights and obligations of the Parties hereunder, nor shall the provisions of the Uniform Commercial Code (“UCC”), the Uniform Computer Information Transaction Act (“UCITA”), or any substantially similar legislation as may be enacted, apply to this Agreement. The Parties waive any right to jury trial in any action relating to or arising out of this Agreement.
11.2. Export Laws. Without limiting any obligations otherwise set forth in this Agreement, each Party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services.
11.3. Relationship of the Parties. The Parties agree that each is acting as an independent contractor and under no circumstances will any of the employees of one Party be deemed the employees of the other for any purpose. Except as otherwise expressly agreed by the Parties, this Agreement will not be construed as authority for either Party to act for the other Party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other. Nothing in this Agreement will be deemed to constitute a joint venture or partnership between the Parties.
11.4. No Third-Party Beneficiaries. Except as may be specifically identified in this Agreement, nothing herein is intended to confer upon any person other than the Parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities whatsoever.
11.5. Third Party Links. The Services may offer links to, or functionality with, certain Third Party Products. No such Third Party Products are under our control, and they are made available only as a convenience for you. Such availability does not mean we endorse, support or make any warranty with respect to such Third Party Products. Any use of the same is at your sole risk and DemandJump expressly disclaims any warrant as to their effectiveness or usability.
11.6. Force Majeure. Neither Party will be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions or other acts or causes reasonably beyond the control of that Party. The Party experiencing the force majeure event agrees to give the other Party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable. In the event any failure to perform because a force majeure event remains uncured for a period of thirty (30) days, the other Party may terminate this Agreement, without liability, by providing written notice to the other Party.
11.7. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement in its entirety without the other Party’s consent to any Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
11.8. Notices. All notices or other communications that are required or permitted under this Agreement must be in writing and will be sufficient if delivered personally or sent by nationally recognized overnight courier or by certified mail, postage prepaid, return receipt requested, to the addresses set forth herein or any Order Form. Notwithstanding the above, notices or other communications can also be deemed as delivered when sent by e-mail with confirmation of read receipt requested or, in the absence of a read receipt, five (5) business days after the notice was sent. In any event, a Party’s reply must not be unreasonably withheld. If sent by e-mail, then to DemandJump at legal@demandjump.com; and to Customer at the e-mail address set forth in any applicable Order Form.
11.9. Severability. If any court of competent jurisdiction finds any provision of this Agreement unenforceable or contrary to applicable law, the Parties agree that the provision will be deemed modified to the least extent necessary to make it enforceable, and all other provisions of this Agreement will remain unaffected.
11.10. No Waiver. The failure of either Party to exercise any right or the waiver by either Party of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other provision of this Agreement. All waivers must be in writing, and signed by the Party waiving its rights.
11.11. Order of Precedence. If there is a conflict or ambiguity between any term of this Agreement and any Order Form, the terms of the Order Form will prevail but only with respect to that particular Order Form.
11.12. Entire Agreement. This Agreement, together with any applicable Order Form, constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes all other agreements, proposals, negotiations, representations or communications relating to the subject matter. Both Parties acknowledge that they have not been induced to enter this Agreement by any representations or promises not specifically stated in this Agreement. The protections of this Agreement will apply to actions of the Parties performed in preparation for and anticipation of the execution of this Agreement. Any amendment to this Agreement must be in writing and signed by duly authorized representatives of the Parties.
11.13. Marketing. Each Party agrees that the other Party may use its company name and trademarks in its marketing activities, provided that the marketing activities do not in any way reflect negatively on the Party referenced in the activity and the confidentiality obligations.
Service Level Agreement (“SLA”)
Subscription Services Availability. DemandJump will use commercially reasonable efforts to make the Subscription Services generally available twenty-four (24) hours a day, seven (7) days a week and will provide Availability of the Subscription Services of at least 98.5% (the “Availability Commitment”).
Definitions: as used herein, the following terms have the following meanings. Any capitalized terms that are not defined herein have the meanings ascribed to them in the Master Services Agreement.
“Availability” or “Available” means the time during each calendar month that the Subscription Services is available for use by you.
“Downtime” means the time that the Subscription Services is not Available but excluding Excused Unavailability.
“Excused Unavailability” means: (i) scheduled maintenance (currently 12:00am US EST Sunday to 4:00am US EST Sunday, or such other alternative time outside of 9:00am US EST through 9:00pm US EST Monday through Friday, upon notice to you); (ii) unavailability caused by acts or omissions of Customer or its Authorized Users, or caused by any breach of this Agreement by such Parties; (iii) unavailability caused by network unavailability or bandwidth limitations outside of the DemandJump network; (iv) issues arising from bugs or other problems in the software, firmware or hardware of DemandJump’s suppliers; (v) hacks, malicious introduction of viruses, disabling devices, and other forms of attacks that disrupt access to the Subscription Services; (vi) power outages or other telecommunications or Internet failures; and (vii) events outside of DemandJump’s control. In the case of subsections (iv) and (v), such events shall be included in the calculation of Excused Unavailability if the outage could not have been prevented by reasonable and customary precautions in the hosting industry.
Calculation of Availability:
Availability will be calculated as follows: (total minutes in any calendar month – total minutes of Downtime) divided by (the total minutes in such calendar month). If DemandJump fails to meet the Availability Commitment for two (2) consecutive calendar months or fails to meet the Availability Commitment for any three (3) calendar months within any twelve (12) month period, then by notice given within thirty (30) days after the end of the month which triggered your right of termination, you may terminate this Agreement effective thirty (30) days after receipt of the notice, and receive a refund of any pre-paid fees for periods after the effective date of termination. The provisions of this SLA state your sole and exclusive remedy for any service level deficiencies of any kind.
Support:
DemandJump will use commercially reasonable efforts to provide Subscription Services support to you comprised of (i) on-line access to the DemandJump support portal generally available twenty-four (24) hours a day, seven (7) days a week (subject to circumstances outside of DemandJump’s control); (ii) DemandJump’s telephone support line (currently 9am-5pm US EST Monday through Friday); and (iii) access to your Account Manager. DemandJump will use commercially reasonable efforts to respond to your inability to access the Subscription Services or a component of the Subscription Services, which had previously performed as expected (“Problem”) within one (1) business day of the Problem being reported by you to the DemandJump support team through one of the three methods identified above.
Website Terms of Use
DemandJump Inc. ("DemandJump") operates each website ("Site") that links to these Terms of Use to provide online access to information about DemandJump and the products, services, and opportunities we provide. Use of any DemandJump Service is governed by our Master Services Agreement, available at https://demandjump/legal.
By accessing and using the Site, you agree to these Terms of Use.
DemandJump reserves the right to modify these Terms of Use at any time without giving you prior notice. Your use of the Site following any such modification constitutes your agreement to follow and be bound by these Terms of Use per the ‘Last Modified’. The last date these Terms of Use were revised is as set forth above. The updated Terms of Use will become effective and binding on the next business day after it is posted. We encourage you to review these Terms of Use periodically.
You may use the Site, and the information, writings, images and/or other works that you see, hear or otherwise experience on the Site (singly or collectively, the "Content") solely for your non-commercial, personal purposes and/or to learn about DemandJump products and services, and solely in compliance with these Terms of Use.
The Site is based upon proprietary DemandJump technology and includes the Content. The Site is protected by applicable intellectual property and other laws, including trademark and copyright laws. The Site, including all intellectual property rights in the Site, belongs to and is the property of DemandJump or its licensors (if any). DemandJump owns and retains all copyrights in the Content. Except as specifically permitted on the Site as to certain Content, the Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or the Site, in whole or in part, by any means. DemandJump, DJ Design, the DemandJump logos, and other marks used by DemandJump from time to time are trademarks and the property of DemandJump. The appearance, layout, color scheme, and design of the DemandJump.com site are protected trade dress. Customer does not receive any right or license to use the foregoing. DemandJump may use and incorporate into the Site or the DemandJump Service any suggestions or other feedback you provide, without payment or condition.
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement on the Site or the Service should be sent to DemandJump's designated Copyright Agent. See the Claims of Copyright Infringement instructions below.
DEMANDJUMP MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SITE OR THE CONTENT FOR ANY PURPOSE. THIS SITE, THE CONTENT AND ANY LINKS HEREIN PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. DEMANDJUMP HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SITE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Any and all disputes relating to these Terms of Use, DemandJump's Privacy Policy, your use of the Site, any other DemandJump web site or the Content are governed by, and will be interpreted in accordance with, the laws of the State of Indiana, without regard to any conflict of laws provisions. You agree to the sole and exclusive jurisdiction and venue of the federal or state courts in Marion County, Indiana in the event of any dispute of any kind arising from or relating to these Terms of Use, DemandJump's Privacy Policy, your use of the Site, any other DemandJump web site or the Content
Copyright 2015 DemandJump. All rights reserved
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Claims of Copyright Infringement
DMCA Notices
DemandJump respects the intellectual property rights of others, and we ask our users to do the same. DemandJump may, in its sole discretion, suspend the access or terminate the accounts of users who violate others' intellectual property rights.
If you believe that your work has been copied in a way that constitutes infringement on DemandJump's website, please provide the following information to DemandJump's Copyright Agent.
Contact DemandJump:
The DemandJump Copyright Agent for notice of claims of copyright infringement on or relating to this website ("Notifications") can be reached either by sending an e-mail to copyright@demandjump.com or by sending a letter via U.S. Mail to: Taft Stettinius & Hollister LLP, Attention Jeff Kirk, 1 Indiana Square Suite 3500 Indianapolis, IN 46204.
Submission of Notification:
To be effective, the Notification must include the following:
a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed ("Complaining Party");
This DemandJump - Acceptable Use Policy ("AUP") applies to the use of any product, service or website provided by us (DemandJump), whether we provide it directly or use another party to provide it to you (each, a "DemandJump Service"). This AUP is designed to ensure compliance with the laws and regulations that apply to the DemandJump Service. This AUP also protects the interests of all of our clients and their customers, as well as our goodwill and reputation. By using the DemandJump Service, you are agreeing to the terms of this AUP.
Every client of DemandJump must abide by this AUP and is responsible for any violations. We will enforce and ensure compliance with this AUP by using methods we consider to be appropriate.
We encourage recipients of email messages sent using the DemandJump Service to report suspected violations of this AUP to us by forwarding a copy of the received email with FULL headers to abuse@DemandJump.com.
You may not use the DemandJump Service in any way (directly or indirectly) to send, transmit, handle, distribute or deliver: (a) unsolicited email ("spam" or "spamming") in violation of the CAN-SPAM Act (referenced below) or any other law; (b) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting); (c) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry, or (d) commercial electronic messages in violation of Canada’s Anti-Spam Legislation (referenced below).
Email sent, or caused to be sent to or through the DemandJump Service shall not: (a) use or contain invalid or forged headers; (b) use or contain invalid or non-existent domain names; (c) employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path; (d) use other means of deceptive addressing; (e) use a third party's internet domain name without their consent, or be relayed from or through a third party's equipment without the third party’s permission; (f) contain false or misleading information in the subject line or otherwise contain false or misleading content; or (g) use our trademark(s), tagline(s), or logo(s) without our prior written consent and only then pursuant to our trademark usage guidelines. You are prohibited from using the DemandJump Service to email purchased lists.
If you use email, we recommend that you adopt the Messaging, Malware and Mobile Anti-Abuse Working Group (M3AAWG) Sender Best Communications Practices (BCP), which were created and agreed upon with collaborative input from both volume email senders and Internet Service Providers. You agree to use commercially reasonable efforts to follow these practices.
Email sent by you or for you using the DemandJump Service must contain: (a) header information that is not false or misleading; and (b) an advisement that the recipient may unsubscribe, opt-out or otherwise demand that use of its information for unsolicited, impermissible and/or inappropriate communication(s) as described in this AUP be stopped (and how the recipient can notify you that it wants to unsubscribe, opt-out, or stop this use of its information). These requirements may not apply if the email sent is a transactional email and these requirements are not otherwise required by law. You warrant that you will promptly comply with all opt-out, unsubscribe, "do not call" and "do not send" requests.
If you use the DemandJump Services to place telephone calls, you must comply with (i) all applicable industry standards, including, but not limited to those applicable guidelines published by the CTIA and the Mobile Marketing Association and (ii) all laws relating to telephone marketing, including those You are prohibited from using or permitting access to use the DemandJump Service to make emergency calls or to provide or seek emergency services.
You agree not to use the DemandJump Service in a way that impacts the normal operation, privacy, integrity or security of another's property. Another’s property includes another’s account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations. You also agree not to use the DemandJump Service to gain unauthorized access to, use, monitor, make an unauthorized reference to, another’s property, unless you have the appropriate express prior consent to do so. Examples of prohibited actions include (without limitation): hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program. These restrictions apply regardless of your intent and whether or not you act intentionally or unintentionally.
In addition, and without limiting the other requirements in this AUP, you may not (directly or indirectly) use the DemandJump Service with content, or in a manner that:
You will use the DemandJump Service for your internal business purposes only and will not: (i) willfully tamper with the security of the DemandJump Service or tamper with our customer accounts; (ii) access data on the DemandJump Service not intended for you; (iii) log into a server or account on the DemandJump Service that you are not authorized to access; (iv) attempt to probe, scan or test the vulnerability of any DemandJump Service or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the DemandJump Service unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the DemandJump Service or make the DemandJump Service available to a third party other than as contemplated in your subscription to the DemandJump Service; (vii) use the DemandJump Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; (viii) provide to third parties any evaluation version of the DemandJump Service without our prior written consent; or (ix) disassemble, reverse engineer, or decompile the Services, or access the Services with the intent to build a competitive product or service, or copy any ideas, features, or functions of the Services.
Unless you have our express prior written permission, you may not use any name, logo, tagline or other mark of ours or the DemandJump Service, or any identifier or tag generated by the DemandJump Service, including without limitation: (a) as a hypertext link to any website or other location (except as provided for or enabled expressly by us); (b) to imply identification with us as an employee, contractor, agent or other similar representative capacity. You also agree not to remove or alter any of these items as we may have provided or enabled.
If you breach of this AUP we may immediately suspend your access to the DemandJump Service or terminate any agreements between us for cause. You acknowledge that we may disclose information regarding your use of any DemandJump Service to satisfy any law, regulation, government request, court order, subpoena or other legal process. If we make this type of required disclosure we will notify you, unless we are required to keep the disclosure confidential.
We are not obligated to, but may choose to, remove any prohibited materials and deny access to any person who violates this AUP.
We may update and change any part or all of this AUP. If we update or change this AUP, the updated AUP will be posted at https://demandjump.com/legal. The updated AUP will become effective and binding on the next business day after it is posted. We encourage you to review this AUP periodically.
We at DemandJump (DemandJump, Inc. and our affiliates) are committed to protecting your privacy. This Privacy Policy applies to our websites (“Websites”), including www.DemandJump.com, from any country. This Privacy Policy governs our data collection, processing and usage practices. By using the Websites, you consent to the data practices described in this Privacy Policy. If you do not agree with the data practices described in this Privacy Policy, you should not use the Websites or the Subscription Service.
TRUSTe Privacy Seal
DemandJump has been awarded TRUSTe's Privacy Seal signifying that this Privacy Policy and practices have been reviewed by TRUSTe for compliance with TRUSTe™s Program Requirements and the TRUSTe Cloud Program Requirements including transparency, accountability and choice regarding the collection and use of your Personal Information. TRUSTe's certification applies to the website located at www.DemandJump.com, the mobile application entitled DemandJump, the Subscription Service accessed at https://login.DemandJump.com/login and residing on the DemandJump domain, and the Mobile Apps available through the Apple, Android and other mobile app stores or download sites. TRUSTe's mission, as an independent third party, is to accelerate online trust among consumers and organizations globally through its leading privacy trustmark and innovative trust solutions. If you have questions or complaints regarding our Privacy Policy or practices, please contact us at privacy@DemandJump.com. If you are not satisfied with our response you can contact TRUSTe here.
1.1. When You Visit our Websites
You are free to explore the Websites without providing any information about yourself. When you visit the Websites, we request that you provide Personal Information about yourself, and we collect Navigational Information.
1.2. "Personal Information"
This refers to any information that you voluntarily submit to us and that identifies you personally, including contact information, such as your name, e-mail address, company name, address, phone number, and other information about yourself or your business. Personal Information can also include information about any transactions, both free and paid, that you enter into on the Websites, and information about you that is available on the internet, such as from Facebook, LinkedIn, Twitter and Google, or publicly available information that we acquire from service providers.
1.3. "Navigational Information"
This refers to information about your computer and your visits to this website such as your IP address, geographical location, browser type, referral source, length of visit and pages viewed. Please see the "Navigation Information" section below.
1.4. Payment Information
We may collect and process payment information from you when you subscribe to DemandJump’s Subscription Service, including credit cards numbers and billing information, using third party PCI-compliant service providers. Otherwise, we do not collect Sensitive Information from you on our Websites.
1.5. Information About Children
The Websites are not intended for or targeted at children under 13, and we do not knowingly or intentionally collect information about children under 13. If you believe that we have collected information about a child under 13, please contact us at privacy@DemandJump.com, so that we may delete the information.
2.1. Cookies
We use "cookies" to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a Web server. Cookies are not used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a Web server in the domain that issued the cookie to you. One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize pages on our Websites, a cookie helps us to recall your specific information on subsequent visits. When you return to the same Website, the information you previously provided can be retrieved, so you can easily use the customized features. You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the DemandJump Websites you visit. DemandJump keeps track of the Websites and pages you visit within DemandJump, in order to determine what portion of the DemandJump Website is the most popular or most used. This data is used to deliver customized content and promotions within the DemandJump Website to customers whose behavior indicates that they are interested in a particular subject area.
2.2. Log Files
We may collect demographic information, such as your ZIP code, age, gender, preferences, interests and favorites using log files that are not associated with your name or other personally identifying information. There is also information about your computer hardware and software that is automatically collected by us. This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used by DemandJump for the operation of, to maintain quality of, and to provide general statistics regarding use of the DemandJump Website. For these purposes, we do link this automatically-collected data to Personal Information such as name, email address, address, and phone number.
2.3. Clear Gifs (Web Beacons/Web Bugs)
We employ a software tracking technology (a.k.a. Web Beacons/Web Bugs), that helps us better manage the Website by informing us what content is effective. This technology may have tiny graphics with a unique identifier, similar in function to cookies, and are used to track the online movements of Web users. In contrast to cookies, which are stored on a user's computer hard drive, clear gifs are embedded invisibly on Web pages or in emails and are about the size of the period at the end of this sentence. We use clear gifs in our HTML-based emails to let us know which emails have been opened by recipients. This allows us to gauge the effectiveness of certain communications and the effectiveness of our marketing campaigns. We tie the information gathered by clear gifs in emails to our customers' Personal Information. If you would like to opt-out of these emails, please see "Opting Out and Unsubscribing".
2.4. Navigational Information Collected by Our Customers
Our customers can use the tools we provide, as well as tools provided by third parties, to collect Navigational Information when you visit their webpages. DemandJump does not control our customers' use of these tools, nor do we control the information they collect or how they use it.
2.5. Single Sign-On
You can log in to our site using a Single Sign-on (SSO) service like your Google account. This service will authenticate your identity and provide you the option to share certain personal information with us such as your name and email address to pre-populate our sign up form. Such services may give you the option to post information about your activities on this Web site to your profile page to share with others within your network.
2.6. Advertising
We partner with a third party ad network to either display advertising on our Web site or to manage our advertising on other sites. Our ad network partner uses cookies and Web beacons to collect non-personally identifiable information about your activities on this and other Web sites to provide you targeted advertising based upon your interests. If you wish to not have this information used for the purpose of serving you targeted ads, you may opt-out by clicking here http://preferences.truste.com/. Please note this does not opt you out of being served advertising. You will continue to receive generic ads.
2.7. Third Party Tracking Technologies
The use of cookies and web beacons by any tracking utility company is not covered by our privacy statement. We do not have access or control over these third party tracking technologies
3.1. Compliance with Our Privacy Policy
We use the information we collect only in compliance with this Privacy Policy and we never sell Personal Information to any third party.
3.2. Use of Personal and Navigational Information
In addition to the uses identified elsewhere in this Privacy Policy, we may use your Personal Information to: (a) improve your browsing experience by personalizing the Websites; (b) send information to you which we think may be of interest to you by post, email, or other means; (c) send you marketing communications relating to our business or the businesses of carefully-selected third parties which we think may be of interest to you, and (d) provide other companies with statistical information about our users -- but this information will not be used to identify any individual user. We may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, we do not transfer your unique Personal Information to the third party. In addition, we may share data with trusted partners to contact you based on your request to receive such communications, help us perform statistical analysis, or provide customer support. Such third parties are prohibited from using your Personal Information except for these purposes, and they are required to maintain the confidentiality of your information. We use Navigational Information to operate and improve the Websites. We may also use Navigational Information alone or in combination with Personal Information to provide you with personalized information about DemandJump.
3.3. Customer Testimonials and Comments
We post customer testimonials and comments on our Websites, which may contain Personal Information. We obtain each customer's consent via email prior to posting the customer's name and testimonial.
3.4. Use of Credit Card Information
If you give us credit card information, we use it solely to check your financial qualifications and collect payment from you. We use a third-party service provider to manage credit card processing. This service provider is not permitted to store, retain, or use information you provide except for the sole purpose of credit card processing on our behalf.
3.5. Service Providers
We employ other companies and people to provide services to visitors to our Websites and may need to share your information with them to provide information, products or services to you. Examples may include removing repetitive information from prospect lists, analyzing data, providing marketing assistance, processing credit card payments, supplementing the information you provide us in order to provide you with better service, and providing customer service. In all cases where we share your information with such agents, we explicitly require the agent to acknowledge and adhere to our privacy and customer data handling policies.
3.6. Security of your Personal Information
We use a variety of security technologies and procedures to help protect your Personal Information from unauthorized access, use or disclosure. We secure the Personal Information you provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. When sensitive Personal Information (such as a credit card number and/or geo-location data) is collected on our Websites and/or transmitted to other websites, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol.
3.7. Social Media Features
Our Websites may include Social Media Features, such as the Facebook Like button and Widgets, such as the Share This button or interactive mini-programs that run on our sites. These features may collect your IP address, which page you are visiting on our sites, and may set a cookie to enable the feature to function properly. Social Media Features and Widgets are either hosted by a third party or hosted directly on our Websites. This Privacy Policy does not apply to these features. Your interactions with these features are governed by the privacy policy and other policies of the companies providing them.
3.8. External Websites
Our Websites provide links to other websites. We do not control, and are not responsible for, the content or practices of these other websites. Our provision of such links does not constitute our endorsement of these other websites, their content, their owners, or their practices. This Privacy Policy does not apply to these other websites, which are subject to any privacy and other policies they may have.
3.9. Public Forums
We may offer publicly accessible message boards, blogs, and community forums. Please keep in mind that if you directly disclose any information through our public message boards, blogs, or forums, this information may be collected and used by others. We will correct or delete any information you have posted on the Websites if you so request, as described in "Opting Out and Unsubscribing" below.
3.10. Compelled Disclosure
We reserve the right to use or disclose your Personal Information if required by law or if we reasonably believe that use or disclosure is necessary to protect our rights or to comply with a law, court order, or legal process.
4.1. Changes to this Privacy Policy
We may update this Privacy Policy from time to time by posting a new version online. You should check this page occasionally to review any changes. This helps you to always be aware of what information we collect, how we use it and under what circumstances, if any, it is disclosed. Your continued use of the Websites, and/or continued provision of Personal Information to us will be subject to the terms of the then-current Privacy Policy.
4.2. Contact Us
If you have any questions about this Privacy Policy or our treatment of the information you provide us, please write to us by email at privacy@DemandJump.com or by mail to DemandJump Inc. Attn: Privacy 10401 N. Meridian Street Suite 215 Indianapolis, IN 46290.
This DemandJump Referral Program Agreement (the “Agreement”) is between DemandJump Inc. (“DemandJump”, “us” or “we”) and the Program Participant signing the DemandJump Referral Form (“Participant”, “you” or “your”), which is attached hereto as Exhibit A and which is hereby incorporated into this Agreement by reference, and provides terms and conditions applicable to your participation in the DemandJump Referral Program (the “Program”).
By your execution of Exhibit A, you accept all of the terms and conditions set forth in this Agreement. If you are accepting this Agreement on behalf of a company or other legal entity, then you represent and warrant that you have the authority to bind such entity and its affiliates to this Agreement. Since this is a legal document some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are important though, so we cannot have you participate in the Program unless you agree to them.
BY SIGNING EXHIBIT A AND CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING DELIVERY TO YOU (WHICH MAY BE BY EMAIL AT YOUR EMAIL ADDRESS OF RECORD WITH DEMANDJUMP) OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED PROGRAM DOCUMENTATION (ANY OF THE FOREGOING, AN “UPDATE NOTICE”), PARTICIPANT: (A) AGREESTO BE BOUND BY THIS AGREEMENT AS AMENDED IN SUCH UPDATE NOTICE(S); (B) AGREES THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AS AMENDED IN SUCH UPDATE NOTICE(S) AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT (AS THE SAME MAY BE AMENDED); AND (C) REPRESENTS AND WARRANTS THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (e.g., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT AS AMENDED IN SUCH UPDATE NOTICE(S). IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER NON-PERSON LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.
Exhibit A
Service Level Agreement (“SLA”)
Subscription Services Availability. DemandJump will use commercially reasonable efforts to make the Subscription Services generally available twenty-four (24) hours a day, seven (7) days a week and will provide Availability of the Subscription Services of at least 98.5% (the “Availability Commitment”).
Definitions: as used herein, the following terms have the following meanings. Any capitalized terms that are not defined herein have the meanings ascribed to them in the Master Services Agreement.
“Availability” or “Available” means the time during each calendar month that the Subscription Services is available for use by you.
“Downtime” means the time that the Subscription Services is not Available but excluding Excused Unavailability.
“Excused Unavailability” means: (i) scheduled maintenance (currently 12:00am US EST Sunday to 4:00am US EST Sunday, or such other alternative time outside of 9:00am US EST through 9:00pm US EST Monday through Friday, upon notice to you); (ii) unavailability caused by acts or omissions of Customer or its Authorized Users, or caused by any breach of this Agreement by such Parties; (iii) unavailability caused by network unavailability or bandwidth limitations outside of the DemandJump network; (iv) issues arising from bugs or other problems in the software, firmware or hardware of DemandJump’s suppliers; (v) hacks, malicious introduction of viruses, disabling devices, and other forms of attacks that disrupt access to the Subscription Services; (vi) power outages or other telecommunications or Internet failures; and (vii) events outside of DemandJump’s control. In the case of subsections (iv) and (v), such events shall be included in the calculation of Excused Unavailability if the outage could not have been prevented by reasonable and customary precautions in the hosting industry.
Calculation of Availability:
Availability will be calculated as follows: (total minutes in any calendar month – total minutes of Downtime) divided by (the total minutes in such calendar month). If DemandJump fails to meet the Availability Commitment for two (2) consecutive calendar months or fails to meet the Availability Commitment for any three (3) calendar months within any twelve (12) month period, then by notice given within thirty (30) days after the end of the month which triggered your right of termination, you may terminate this Agreement effective thirty (30) days after receipt of the notice, and receive a refund of any pre-paid fees for periods after the effective date of termination. The provisions of this SLA state your sole and exclusive remedy for any service level deficiencies of any kind.
Support:
DemandJump will use commercially reasonable efforts to provide Subscription Services support to you comprised of (i) on-line access to the DemandJump support portal generally available twenty-four (24) hours a day, seven (7) days a week (subject to circumstances outside of DemandJump’s control); (ii) DemandJump’s telephone support line (currently 9am-5pm US EST Monday through Friday); and (iii) access to your Account Manager. DemandJump will use commercially reasonable efforts to respond to your inability to access the Subscription Services or a component of the Subscription Services, which had previously performed as expected (“Problem”) within one (1) business day of the Problem being reported by you to the DemandJump support team through one of the three methods identified above.
DemandJump, Inc.
10 W. Market Street, Suite 1950
Indianapolis, IN 46204
Call us: 1-317-993-3620