Electronic Reporting Services Terms & Conditions
Here are the terms and conditions governing your use of Jogogo Media Inc.’s Electronic Reporting Services, hereafter referred to as “Jogogo” or the “Services”, including the Privacy Terms. This agreement is between Jogogo Media Inc. (“Jogogo”) and the legal entity that you represent as an authorized employee or agent (“You” or “Company”). The Services shall be provided upon registration and until terminated by either party (the “Term”). By clicking the “I accept” button, Company agrees to be bound by these terms and conditions (“Agreement”).
1. THE SERVICES
Upon full registration with Jogogo (and installation and operating of the Wireless Access Point(s)), Jogogo shall create and make available to You reports which summarize certain types of aggregate data that is gathered and analyzed by Jogogo from the Wireless Access Point(s) hereafter referred to as the “Reports”, and as such may be modified by Jogogo in its sole discretion from time to time online. The web pages to which You may register, receive alerts and other information (“Alerts”), retrieve Reports and communicate with Jogogo, as applicable, and will be collectively referred to as “the Reporting Interface.” Jogogo may supplement, modify, substitute or otherwise alter the Services at its discretion from time to time, with or without prior notice to You, via the Alerts (or comparable) function in the Reporting Interface. As between You and Jogogo, You are responsible for providing, at Your own expense, all services and equipment necessary for You to gain access to the Internet for connecting and operating the Wireless Access Point(s) and for using the Services. Jogogo shall have no liability, and You shall not be excused from any obligation under this Agreement, as a result of the quality, speed or interruption of Your access to the Internet. You agree not to interfere with or disrupt the Services or servers or networks connected to the Services.
2. THE DATA
Your Wireless Access Point service provider shall provide devices (each, a “Wireless Access Point”) for Your registered locations, which shall collect and transmit the data that shall be the subject of the Reports. For more information on the data used (the “Data”), data security and consumer privacy please visit http://jogogo.co/en/privacy-policy. If any Wireless Access Point is defective or otherwise isn’t functioning, please refer to the service agreement between the Wireless Access Point service provider and You for Your sole remedy.
You understand and agree that all Data will be transmitted from the Wireless Access Points directly to Google Cloud Platform, which shall host the Services. The Data therefore shall be stored and maintained in accordance with the applicable terms and conditions of Google Cloud Platform. Jogogo makes no guarantees as to the availability of the Services.
4. COMPLIANCE WITH JOGOGO’S POLICIES, INDUSTRY STANDARDS AND APPLICABLE LAWS
You agree to comply with (i) all policies and procedures of Jogogo set forth within the Reporting Interface, as such may be updated from time to time; (ii) all applicable industry standards governing the subject matter of this Agreement; and (iii) all applicable local, state, national, and international laws, rules and regulations (collectively, “Laws”) in Your use of the Services and the performance of Your obligations under this Agreement. You shall not communicate, on-site at any registered location or otherwise, any information about the Services other than the notices or similar communications to customers provided by Jogogo or that comply with the minimum standards recommended by Jogogo expressly for this purpose, without the prior written consent of Jogogo. Nothing within this Agreement shall restrict either party from (i) responding fully and completely to an inquiry, investigation, or administrative or judicial action brought by a federal or state government agency, or (ii) responding fully and completely to subpoenas, court orders, or other legal process received from any third party. In each of the foregoing cases, the responding party shall provide to the other party as much prior notice (which may be via electronic mail) as may reasonably be practical under the circumstances.
5. BEST PRACTICES
Jogogo recommends and strongly encourages its customers to post notices to consumers at each registered location where Wireless Access Point(s) are used, informing them about the collection and use of all Mobile Location Analytics data (including the Data that is the subject of this Agreement). MLA data shall not be collected or used in an adverse manner for the following purposes: employment eligibility, promotion, or retention; credit eligibility; health care treatment eligibility; and insurance eligibility, pricing, or terms.
6. PROPRIETARY RIGHTS AND RESTRICTIONS ON USE
You shall have during the Term a non-exclusive, non-sub-licensable, revocable license to gain access to the Reporting Interface and to request and download the Reports. You are hereby granted a non-sub-licensable, non-exclusive license to use the Reports for Your reasonable business purposes. You are strictly prohibited from attempting to link, correlate or associate information contained in any Report with any data that could potentially identify particular individuals, or devices, based upon the information provided in the Reports. You agree not to sell (or re-sell) the Services (including any Reports) through any other sales channel, including without limitation, any retailer, distributor, reseller, or bundler. You understand and agree that Data collected and/or used by Jogogo will not be made available to You, and Data transmitted to Jogogo in connection with this Agreement shall remain the property of Jogogo, which it may retain and use, including following the expiration or termination of this Agreement. All rights not expressly granted by Jogogo are reserved.
7. ACCESS TO REPORTING INTERFACE
You shall be provided with administrative user IDs and passwords as part of the registration process (the “Login Information”), as well as instructions regarding the use of such Log-in Information. You shall be responsible for maintaining the security of Your Log-in Information and shall be fully responsible for all activities which occur relating to Your access to the Services and use of the Wireless Access Point(s). You agree to notify Jogogo immediately at email@example.com of any actual or suspected unauthorized use of Your account or any other breach of security known by You.
Either party may terminate immediately (in whole or in part, i.e., solely with respect to certain locations) upon notice if necessary for it to comply with any applicable Law or industry standard. Notwithstanding the foregoing, Jogogo may terminate immediately upon notice if You breach Section 4 or 7.
“Confidential Information” includes any information disclosed by one party to the other in writing and marked “confidential” or which, due to its nature, reasonably should be understood to be confidential. “Confidential Information” shall also include information about the Services available only via the Reporting Interface (other than the Reports). Notwithstanding the foregoing, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party’s possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information. Neither party will use or disclose the other party’s Confidential Information without the other party’s prior written consent, except for the purpose of performing its obligations under this Agreement or if required by Law or court order, in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practical prior to disclosing such information. Notwithstanding the foregoing, You acknowledge and agree that Jogogo may communicate with your Wireless Access Point service provider with respect to the Services provided to You under this Agreement.
You agree to indemnify, hold harmless and defend Jogogo and any of its officers, directors, employees, agents or affiliates (each, an “Indemnified Party”), at Your expense, from any liability, damages, settlements, penalties, fines, costs or expenses, including, without limitation, reasonable attorneys’ fees and other litigation expenses (a “Claim”) incurred by any Indemnified Party, (i) arising out of or relating to Your breach of any term or condition of this Agreement; or (ii) arising out of or relating to Your use of the Services. In addition, Company hereby agrees to indemnify Jogogo for any Claim related to the gathering of the Data and/or the provision of Reports or Services. In such a case, Jogogo will provide You with written notice of such Claim. You shall cooperate as reasonably required in the defense of any Claim. Jogogo reserves the right to assume the exclusive defense and control of any Claim subject to indemnification by You.
11. DISCLAIMER OF WARRANTIES
Company expressly agrees that the Services and Reports are provided on an “as is” basis. Neither Jogogo nor any of its officers, directors, employees or agents, makes any representation, claim or warranty with respect to the Services or the Reports, whether express or implied, including without limitation, any warranty of quality, performance, non-infringement, merchantability, or fitness for a particular purpose, or any results generated from use of the Services or the Reports. Jogogo makes no warranty that the Services will meet Company’s requirements, or that the Services will be uninterrupted, timely, secure, or error free. The foregoing exclusions are an essential part of this Agreement.
12. LIMITATION OF LIABILITY
Jogogo will not be liable to You or any third-party claimant for any indirect, special, punitive, exemplary, consequential (including, without limitation, lost profits), or incidental damages, including but not limited to damages resulting from the use of or the inability to use the Services or any interruption, termination or suspension of the Services, or for cost of procurement of substitute services, or damages for loss of use, data or other intangibles, regardless of the theory on which such claim is based, even if Jogogo has been advised of the possibility of such damages. Jogogo’s total cumulative liability for any loss or damages arising out of or relating to this Agreement shall not exceed $500.
The relationship between the parties is one of independent contractors; nothing herein shall be deemed or construed to create an employer/employee, joint venture, or partnership relationship between Jogogo and You. Neither Jogogo nor its employees are the servants, agents or employees of You. Each party shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendments made in accordance herewith and the Data Use and Privacy Agreement, which is incorporated by reference herein) represents the complete agreement between the parties concerning its subject matter; and supersedes all prior agreements and representations between them. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and remaining provisions of this Agreement will remain in full effect. Any notices to Jogogo shall be sent to: Jogogo Media Inc., 4115, Saint-Laurent Boulevard, Quebec, Canada or such address as may be provided by Jogogo. Notices to Jogogo shall be sent via certified mail or overnight courier and shall be deemed given upon actual receipt. Notice to You may be served by sending an email to the email address specified in Your account, or by posting a message via “Alerts” in the Reporting Interface. Notices shall be deemed received when sent (for email) or no more than 15 days after having been posted to Your Reporting Interface. A waiver of any default is not a waiver of any subsequent default. Sections 6 and 9 through this Section 13, inclusive, shall survive termination of this Agreement. This Agreement shall be construed as if both parties jointly wrote it and shall be governed by Quebec law without regard to any Quebec conflicts of laws principle that would refer the construction, interpretation or governance of this Agreement to the laws of another jurisdiction. All claims arising out of or relating to this Agreement shall be litigated exclusively in the federal or provincial courts of Montreal, Quebec, Canada. The parties hereby irrevocably consent to personal jurisdiction in those courts.