Terms of Service
LICENSE AGREEMENT
Last Updated: February 14, 2025
PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS AND CONDITIONS OF THIS MASTER SERVICES AGREEMENT (the “AGREEMENT”).
THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU (“CUSTOMER,” “YOU” OR “YOUR”) AND JELO (COLLECTIVELY “JELO,” “WE” OR “OUR”) to purchase access to the SOFTWARE (DEFINED BELOW) and the related services that Jelo provides to YOU under a separate ordering document OR SIGNED PROPOSAL referred to herein as an “Order Form” (together with the SOFTWARE, the “Services”).
This Agreement governs the use of the Services Jelo provides to you and your use of the SOFTWARE. Capitalized terms used but not defined herein shall have the meanings ascribed to them in any applicable Order Form.
ACKNOWLEDGEMENT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND THAT BY ACCESSING, VIEWING OR USING THE SOFTWARE YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES ARISING OR RELATING TO THE SOFTWARE AND/OR SERVICE OFFERINGS UNDER THIS AGREEMENT.
We may revise and update the terms and conditions of this Agreement at any time by posting revisions to our Site and your continued use of the Software or Services indicates your agreement to any such revised terms and conditions. All changes are effective immediately when we post them to the Site. The Software is offered and available to users who are eighteen (18) years of age or older.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Jelo Software through any online provisioning, registration, or order process, or (b) the effective date of the first Order Form.
1. SOFTWARE
The software (“Software”), which is one of our products, is licensed to you and is provided on a non-exclusive, non-transferable basis, and may not be transferred, shared, copied, modified, or enhanced without the advance written authorization of Jelo. The “Software” means collectively and individually, the Jelo Site and any of its subdomains, platforms, applications, and APIs owned or operated by Jelo.
1.1 Grant of Access
Subject to the terms and conditions of this Agreement, Jelo grants to Customer a limited, non-exclusive, revocable, non-transferable, and non-sublicensable right for Customer’s authorized employees, agents, representatives, consultants, and contractors (“Authorized Users”) to access and use the Services and the Software during the Term for Customer’s internal business purposes only.
1.2 Reservation of Rights
Access to the Software is provided on a limited term and basis. All rights not specifically granted to Customer hereunder are reserved by Jelo.
1.3 Professional Service Deliverables
All work product, customizations, improvements, and/or enhancements to the Services performed by Jelo for Customer (“Professional Service Deliverables”) shall be owned exclusively by Jelo.
1.4 Feedback and Aggregate Data
If Customer provides Jelo with feedback regarding the Services (“Feedback”), Jelo may use Feedback without restriction. Customer further acknowledges that Jelo owns all rights, title, and interest in and to Aggregate Data (anonymized data compiled through the use of the platform).
1.5 Prohibitions
Customer and Authorized Users will not (a) modify, decompile, or reverse engineer the Software; (b) license, sell, or rent the Services to any third party; (c) use the Services to transmit viruses or unlawful data; or (d) attempt to gain unauthorized access to Jelo systems or data.
2. INDEMNIFICATION
2.1 Jelo Indemnification
If the Software becomes the subject of an infringement claim, Jelo may, at its option, (a) procure the right for you to continue using the Software, (b) replace it with non-infringing software, or (c) terminate the Agreement and refund prepaid, unused fees.
2.2 Customer Indemnification
Customer will indemnify, defend, and hold harmless Jelo from and against any third-party claims arising from: (1) Customer Data; (2) Customer’s breach of the Agreement; (3) Customer’s gross negligence; or (4) Customer’s violation of applicable law.
3. WARRANTIES AND DISCLAIMER
Limited Warranty: Each party warrants they have the corporate power to enter into this Agreement.
Warranty Disclaimer
EXCEPT AS EXPRESSLY PROVIDED, THE JELO SOFTWARE AND SERVICES ARE PROVIDED “AS IS.” JELO DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITIES
Jelo shall not be liable for special, incidental, or consequential damages. Jelo’s entire aggregate liability shall not exceed the total fees paid by customer to Jelo in the six (6) month period preceding the event giving rise to the claim.
5. TERM AND TERMINATION
This Agreement continues until all Order Forms expire. Either party may terminate if the other fails to cure a material breach within 30 days. If Customer terminates early, Customer shall pay Jelo an amount equal to the fees remaining in the Term.
6. USE OF CUSTOMER DATA
Customer affirms they have the necessary consents to authorize Jelo to process Customer Data. Customer hereby grants Jelo a worldwide, non-exclusive right to use, copy, and modify Customer Data as necessary to provide the Services.
7. PAYMENT
Fees are described in each Order Form. Jelo may adjust fees with 30 days’ notice. Payments are due within 30 days of the invoice date. Late payments are subject to a service charge of 1.5% per month.
Integrated Payments: Licensee must be enrolled in Jelo’s integrated payments processing tool. Failure to do so may result in a non-integrated payment processing fee (minimum $150–$200/month/site).
8. CONFIDENTIALITY
The receiving party shall not disclose the disclosing party’s Confidential Information to third parties and shall use at least the same degree of care it uses to protect its own sensitive information.
9. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Florida. The parties waive any rights to a trial by jury.