J. J. Keller Terms Of Use

10. J. J. KELLER^® DATASENSE^® PLATFORM ("DS")

1. Limited Service License. Subject to the terms of the applicable Service Agreements and your compliance therewith, this Service License authorizes Clients who are currents Managed Services subscribers (each, a “DS Client”) and such DS Client’s applicable Client Authorized Users (for each DS Client, the “DS Client Authorized Users”) to access and use DS for the DS Client’s internal business purposes. For clarity, the terms and conditions under this Service License are in addition to, and not in lieu of, all applicable terms and conditions in the applicable Service Agreements, including, without limitation, the Service Agreements governing the DS Client’s Managed Services subscription. Without limiting anything set forth herein, your DS Service License shall immediately terminate in the event the applicable Managed Services subscription terminates.
2. DS Accounts. J. J. Keller will establish a unique account for each DS Client Authorized User in accordance with the applicable Registration Information provided by the applicable DS Client; provided, however, access to specific functions and content within DS will be configured on an individual DS Client Authorized User basis by either J. J. Keller or the applicable DS Client based on criteria mutually agreed to by and between J. J. Keller and the applicable DS Client.
3. DS Created Works. Except as otherwise set forth in the applicable Service Agreements, and subject to your compliance therewith, you are permitted to access and use the text, photographs, illustrations, images, graphics and other materials provided through DS that are owned by J. J. Keller or third parties who have licensed their content to us ("DS Content") to create derivative works (excluding translations) of the DS Content ("Created DS Works") and use such Created DS Works solely for, the applicable DS Client’s internal business purposes. Without limiting the generality of the foregoing, you are permitted to publish, distribute, or otherwise provide the Created DS Works solely to the personnel within the applicable DS Client, including, without limitation, publishing, distributing, or otherwise providing the Created DS Works on or through such DS Client’s Intranet.
4. DS Content Restrictions. Except as otherwise set forth in the applicable Service Agreements, and subject to your compliance therewith, this Service License does not permit, and you are expressly prohibited from, copying, distributing, posting or transmitting (electronically or otherwise) any DS Content in the form and format such DS Content is provided on or through DS, including, without limitation, on the applicable DS Client’s Intranet or learning management system.
5. Ownership of DS Client Records. Without limiting anything set forth in this Service License and/or the applicable Service Agreements, any documents or other information uploaded to DS, or otherwise provided to J. J. Keller in connection with a DS Client’s and/or the applicable DS Client Authorized Users’ access to or use of DS (for each DS Client, the "DS Client Records") are owned by the applicable DS Client. As between J. J. Keller, a DS Client, and the applicable DS Client Authorized Users, DS Client owns all right, title and interest in and to the DS Client Records (excluding any J. J. Keller intellectual property incorporated in or applied to the DS Client Records through or in connection with the administration, performance, operation or configuration of DS for the DS Client). J. J. Keller does not acquire any rights, express or implied, in the DS Client Records, other than those specified in this Service License and/or the applicable Service Agreements.
6. Restricted Access. You are not permitted to access any functions of, or information available on or through, DS for which you are not expressly authorized. You are responsible for treating all DS Content and DS Client Records as confidential and protecting the DS Content and DS Client Records in accordance with all applicable laws, including data privacy and security laws, the Service Agreements, and, as and to the extent applicable, any agreements between you and the applicable DS Client.
7. Your Security Measures. DS Client agrees to, and to cause each applicable DS Client Authorized User to, use industry standard security measures, including, without limitation, encryption, when uploading, transferring, or otherwise submitting any DS Client Records to DS, or otherwise providing any such DS Client Records J. J. Keller through or in connection with DS Client’s and the applicable DS Client Authorized Users’ access to and use of DS. You understand and agree that J. J. Keller assumes no liability for unauthorized disclosure of data, unauthorized access to data, loss of data, or damage to data related or arising from the transmission of any data, including, without limitation, and DS Client Records, to J. J. Keller through or in connection with your access to or use of DS or otherwise.
8. DS Access Control. DS Client agrees to review all applicable accounts assigned to DS Client and the applicable DS Client Authorized Personnel on at least an annual basis and update the access rights provided for each such account as necessary to ensure such accounts comply with the terms of this Service License, the applicable Service Agreements, and any criteria mutually agreed upon by such DS Client and J. J. Keller. Without limiting the generality of the foregoing, DS Client acknowledges and agrees that the authorization to access and use DS provided to DS Client Authorized Users under this Service License is dependent on each such DS Client Authorized User’s need to know and continued employment with DS Client, and DS Client further agrees that it shall immediately terminate, or provide notice to J. J. Keller to terminate, a DS Client Authorized User’s access upon termination of such DS Client Authorized User’s employment or change in employment duties that renders such DS Client Authorized User’s need to access and use DS unnecessary.

11. J. J. KELLER ADVANTAGE MEMBERSHIP SERVICE

1. Limited Service License. Except as otherwise provided in the Service Agreements or this Service license, all rights and benefits granted under this Service License are provided for the individual(s) identified in the applicable Registration Information at a Client’s single business location and cannot be used in conjunction with any negotiated discounts, previous purchases, or special offers unless otherwise provided in the applicable Service Agreements or authorized in writing by J. J. Keller. Without limiting the foregoing, the J. J. Keller Advantage Membership Service cannot be used for resale purposes, including, without limitation, by distributors, resellers, or retailers.
2. Trials. If you sign up for a free trial of the J. J. Keller Advantage Membership Service, you may begin redeeming your benefits immediately. Unless you cancel, after your free trial, your J. J. Keller Advantage Membership Services will automatically renew annually as described in Section 6 below. You are eligible for a free trial of the J. J. Keller Advantage Membership Service once every 12 months.
3. J. J. Keller Advantage Membership Service Benefits. Subject to your compliance with the applicable Service Agreements, the J. J. Keller Advantage Membership Benefits include the following:
   1. Free ground shipping on certain products you purchase from J. J. Keller through the J. J. Keller Advantage Membership Service; provided, however, free ground shipping is subject to inventory availability, source of product, and the shipping address. J. J. Keller may exclude certain products from free shipping through the J. J. Keller Advantage Membership Service in its sole discretion at any time. You will be notified of any such exclusions at the time you place an order through the J. J. Keller Advantage Membership Service.
   2. The J. J. Keller Advantage Membership Service includes discounted personalization or imprinting on the following products (to the extent that each specific product offers personalization options) purchased through the J. J. Keller Advantage Membership Service: Logs, Annual Vehicle Inspection Reports, Driver Vehicle Inspection Reports, Security Seals, and J. J. Keller® SAFEGEAR™ Personal Protective Equipment. Personalization or imprinting is available for predetermined areas on the products as indicated on each product page on jjkeller.com. Additional product personalization or imprinting requests may be accommodated with a custom project and subject to an additional fee. J. J. Keller may exclude certain products from personalization benefits at its sole discretion. You may request a compliance review of a personalized product by contacting J. J. Keller Monday-Friday, 7:30AM to 4:00PM Central Time at 1-844-282-9003.
   3. The J. J. Keller Advantage Membership Service provides access to a dedicated team who will assist you in selecting and ordering products and services and obtaining answers to your regulatory and compliance questions. The dedicated J. J. Keller Advantage Membership Service Product & Regulatory Support Team is available Monday-Friday, 7:30AM to 4:00PM Central Time at 1-844-282-9003.
   4. The J. J. Keller Advantage Membership Service includes specified discount days for members. Details of upcoming discount days will be communicated to members in advance.
4. Advantage Content. Except as otherwise set forth in the applicable Service Agreements, you are, subject to the terms of the Service Agreements and your compliance therewith, permitted to access and use the materials provided through the J. J. Keller Advantage Membership Service that are owned by J. J. Keller or third parties who have licensed their content to us (the “Advantage Content”) as follows:
   1. You may access all available Advantage Content on an individual basis for your personal use.
   2. You may print and make copies of Advantage Content, including digital forms, for use within the applicable Client’s organization and business location.
   3. You are not permitted to submit Advantage Content to a commercial printer for printing.
   4. You are permitted to use Advantage Content during live, in-person, or virtual training sessions provided to personnel within the applicable Client’s organization whose principal or assigned work location is the Client’s applicable business location.
   5. You may publish, distribute, or otherwise provide Advantage Content consisting of Safety Training Talk(s) through electronic messaging to personnel within the applicable Client’s organization, or by posting such Safety Training Talk(s) on the applicable Client’s Intranet, provided that such Safety Training Talk(s) are only made available to personnel within the applicable Client’s organization whose principal or assigned work location is the Client’s applicable business location.
   6. Except as otherwise provided in this Service License, You may download Advantage Content, excluding any Advantage Content consisting of video or audio visual content, solely to your personal computing device(s). For clarity, except as otherwise provided in this Service License, you shall not save any Advantage Content to a shared network drive, Intranet, learning management system, Internet, or similar location that is capable of providing access to such Advantage Content to any other person or organization, including, without limitation, other personnel within the applicable Client’s organization.
5. Safety Data Sheets. You are permitted to view, print, download, and distribute Advantage Content consisting of Safety Data Sheets to the personnel of the applicable Client’s organization. Subject to the terms of the applicable Service Agreements, if you are authorized to publish, distribute or otherwise provide online access to such Safety Data Sheets, such online access to such Safety Data Sheets shall only be made available to, and used by, the personnel of the applicable Client’s organization.
6. Cancellation. Subject to the terms of the applicable Service Agreements, you may terminate this Service License and your access to and use of the J. J. Keller Advantage Membership Service at any time by submitting a Change Request online, or by contacting us using the “Contact Us” link at the bottom of this page. Provided you have not received or used any of the benefits provided through the J. J. Keller Advantage Membership Service during your current Membership Term, we will refund the full membership fee for your current Membership Term. Without limiting the foregoing, in the event you have received or used any of the benefits provided through the J. J. Keller Advantage Membership Service during your current Membership Term, J. J. Keller may, at its sole option and in its sole discretion, elect to provide you a partial refund equal to the full membership fee for your current Membership Term less withhold from any refund the value of such benefits you received or used prior to cancellation.
7. This Service License automatically renews on an annual basis (each, a “Membership Term”). The annual membership fee applicable during your Membership Term is found here. For clarity, annual membership fees are subject to change at any time and in J. J. Keller’s sole and absolute discretion. The annual membership fees published on our Site are exclusive of any promotional discounts, which will be reflected during the checkout process. The annual membership fee is non-refundable except as expressly set forth in this Service License. Taxes may apply on your membership fee.

12. J. J. Keller Digital Download Program

1. Limited Service License. Except as otherwise provided in the Service Agreements or this Service License, all rights and benefits granted under this Service License are provided for a Client’s single business location.
2. Program Content. Except as otherwise set forth in the applicable Service Agreements, you are permitted to access and use the text, photographs, illustrations, images, graphics and other materials provided through the J. J. Keller Digital Download Program and/or Digital Download Handbook/Workbook that are owned by J. J. Keller or third parties who have licensed their content to us ("Program Content") for the following purposes:
   1. Excluding any videos or Digital Download Handbook/Workbook included in the Program Content, you may create derivative works (excluding translations) of the other Program Content ("Created Program Works") and use such Created Program Works solely for, as applicable, your personal or internal business purposes. Without limiting the generality of the foregoing, you shall not publish, distribute, or otherwise provide the Created Program Works to any third party except as permitted under the Service Agreements and this Service License. By way of example, and except as otherwise specified in the applicable Service Agreements or this Service License, the following creation and use of Created Program Works may include, without limitation:
      1. You may create derivative works (excluding translations) of applicable Program Content to develop Created Program Works to provide training and/or communicate safety and/or compliance for the personnel within the applicable Client’s organization.
      2. You may publish, distribute, or otherwise provide the Created Program Works to the personnel within the applicable Client’s organization in hardcopy or electronic format, including through the applicable Client’s Intranet and/or learning management system.
   2. You may print and make copies of Program Content for the sole purpose of providing training and/or communicating safety and/or compliance for the personnel within the applicable Client’s organization.
   3. You are permitted to display Program Content consisting of video or audiovisual content during live, trainer-led training presentations at the Client’s applicable business location provide to personnel within the applicable Client’s organization. For clarity, such training presentations may include in-person learners and/or virtual/remote learners. Without limiting the generality of the foregoing, you are not permitted to include the Program Content in any recordings of such training presentations.

13. DOT Authority And Vehicle Legalization

1. Limited Service License. Subject to the terms of the applicable Service Agreements and your compliance therewith, this Services license authorizes you to receive specifically selected DOT Authority or Vehicle Legalization services, or ongoing DOT Authority Monitoring services. You agree that you will:
   1. Identify a contact person within Client organization responsible for communicating with J. J. Keller and resolving any issues on a timely basis.
   2. Provide J. J. Keller with changes to Client organization that will impact operating authority, including but not limited to, changes to main address, operating type, authority type, and changes to insurance coverage level or insurance provider, for J. J. Keller to properly perform the Services.
   3. Where applicable, sign and submit the J. J. Keller-provided documents to the appropriate agency.
   4. When applicable, provide to J. J. Keller and/or its designees, a signed and notarized Power of Attorney (“POA”) for the limited purposes of signing and filing documents on Client’s behalf, as required under these services. Multiple POAs may be required.
   5. Provide timely Advances as described in #3 below. Failure to provide timely advances may cause suspension of services until funds have been received.
2. Payment. You are responsible for paying all fees and applicable taxes as invoiced associated with your access to and use of DOT Authority or Vehicle Legalization services, or ongoing DOT Authority Monitoring services.
3. Advances. You are responsible for providing advance monies as directed by J. J. Keller, to cover anticipated expenditures for state costs of permits, licenses, surety bonds, and in certain cases, services fees, as your payment history dictates.
4. Service Term and Termination. Except as otherwise set forth in the applicable Service Agreements, the initial term of the DOT Authority Monitoring services is one (1) year beginning after your payment to J. J. Keller (“Initial Term”) and shall continue thereafter until the services are completed or upon either party providing thirty (30) days advance notice of termination to the other party after the Initial Term.

14. VideoProtects^® Fleet Camera System

1. Limited Service License. Subject to your acceptance of, and compliance with, the applicable Service Agreements, this Service License permits you to access and use the VideoProtects® Fleet Camera System solely for, as applicable, your personal or internal business purposes.
2. VPFCS Content. Subject to your compliance with the applicable Service Agreements, you are permitted to access and use the VideoProtects® Fleet Camera System to view, tag, store, download, and delete videos and audio recordings captured or created through your use of the VideoProtects® Fleet Camera System, including, without limitation, captured or otherwise created by the use of your Equipment in connection with the VideoProtects® Fleet Camera System (“VPFCS Content”) and use such VPFCS Content solely for, as applicable, your personal or internal business purposes. Without limiting the generality of the foregoing, except as otherwise prohibited in the applicable Service Agreements or this Service License, including, without limitation, the restrictions set forth in Section 3 of this Service License below, you are permitted to publish, distribute, or otherwise provide VPFCS Content to any third party through the non-commercial publication, distribution or other provision of the VPFCS Content on publicly accessible portions of your websites or on publicly accessible portions of websites owned or operated by a third party (provided, you shall be solely responsible for ensuring the publication, distribution or other provision of the VPFCS Content on or through any such third party websites complies with the applicable requirements set forth in the Service Agreements and this Service License).
3. Restrictions. Notwithstanding the foregoing and without limiting anything set forth in the applicable Service Agreements, except as otherwise permitted under the applicable Service Agreements and this Service License, you shall not use, or permit the use of, the VideoProtects® Fleet Camera System or the VPFCS Content in a commercial manner, including, without limitation, by deriving any revenue from, otherwise monetizing or attempting to derive any revenue from the publication, distribution or other provision of any VPFCS Content or preparing work products for any third party (or, if you are a Client or Client Authorized User, outside the applicable Client’s organization) based on, derived from or otherwise associated with the VideoProtects® Fleet Camera System or VPFCS Content.

Eligibility

By accessing or using our Sites or Services, you represent to us that: (1) you are at least 18 years old (or the age of majority in the jurisdiction in which you reside); (2) you are legally able to enter into contracts; and (3) you are not a person barred from accessing or using our Sites or Services under federal, state, local or other laws.

Registration and Accounts

1. Registration Information. You may be required to register and/or create an account to use some of the features on our Sites and our Services. Without limiting anything in the applicable Service Agreements, when you register with us and/or create an account with us, you agree to provide accurate, current and complete information as prompted by, as applicable, the registration or account enrollment form ("Registration Information") and to keep such Registration Information accurate, current and complete.
2. Accounts. In addition to any applicable requirements under the applicable Service Agreements, if you have an account that provides you with the ability to access or use any of our Services, the following applies to you:
   1. Each account is personal in nature and may only be used by the individual assigned to the account. Thus, you shall not allow any third party to access or use your account, unless otherwise provided in the applicable Service Agreements.
   2. You are responsible for maintaining the confidentiality and security of your account.
   3. You will keep your account login credentials confidential and will be responsible for all uses of your account.
   4. You agree to change any account name or login credentials if your login credentials are lost, stolen or otherwise compromised and to immediately notify us of such an incident.
   5. You acknowledge and agree that, if you are a Client Authorized User, the applicable Client has the ability to control and access your account and J. J. Keller has no liability for any such control or access.
   6. You authorize us to access your account, including any data stored in or associated with your account, as necessary to administer, operate or configure the applicable Services.
   7. You agree not to impersonate any person or entity or falsely state or otherwise misrepresent your identity or affiliation with a person or entity in connection with your access to or use of your account, including, without limitation, in connection with any Registration information you provide to create any account.
3. Client Accounts and Obligations. If you are a Client, in addition to, and not in lieu of, any similar terms and conditions set forth in the applicable Service Agreements, the following applies to you:
   1. Where applicable, subject to your compliance with the applicable Service Agreements, J. J. Keller will provide one (1) administrator account to your designated account administrator to manage your use of the applicable Service(s), including creating individual accounts for Client Authorized Users (subject to any user limits set forth in the applicable Service Agreements) to access and use such Services (each, a “Client Account”).
   2. Each Client Account, including, without limitation, any administrator account, is personal in nature and may only be used by the Client Authorized User assigned to the Client Account. You shall not allow any access to any Client Accounts by anyone other than you and the applicable Client Authorized Users.
   3. You agree to change the account name or login credentials for any Client Account (or close the applicable Client Account) immediately if the login credentials for such Client Account are lost, stolen or otherwise compromised and to immediately notify J. J. Keller of such an incident.
   4. You are fully responsible for all access to and use of the Services associated with your Client Accounts and for any actions taken through your Client Accounts.
   5. You agree that any Registration Information you provide in connection with establishing a Client Account for a Client Authorized User will be true and complete and will be promptly updated and kept accurate and current.
   6. Subject to any restrictions set forth in the applicable Service Agreements, you authorize J. J. Keller to access any of your Client Accounts, including any information contained therein, as necessary to administer, provide, operate or configure the applicable Services.
4. Client Appointed Service Provider. If you are a Client, in addition to, and not in lieu of, any similar terms and conditions set forth in the applicable Service Agreements, the following applies to you:
   1. If you request J. J. Keller to collaborate, integrate, exchange, or interact in any manner with a third-party data collector or data exchange tool (collectively, the “Client Appointed Service Provider”), You understand and agree that J. J. Keller shall have no obligation, responsibility, or liability with respect to the Client Appointed Service Providers’ data protection, storage, transmission, processing, handling, or accuracy. Additionally, J. J. Keller is not responsible nor liable for the Client Appointed Service Provider’s compliance including, but not limited to, compliance with the applicable Service Agreement(s), data security laws, data privacy laws, or any data privacy and security guidelines required by you.
   2. You agree to indemnify, defend, compensate, and hold J. J. Keller, including its respective officers, directors, employees, or agents, harmless from and against any claims, losses, cyber security incidents, liabilities, damages (including attorney fees and court costs) arising out of J. J. Keller’s dealings with the Client Appointed Service Provider.

Ownership of Sites and Services

1. Sites and Services.
   1. All right, title and interest in and to our Sites and our Services, including without limitation, the software and code that comprise and operate our Sites and Services, and all of the text, photographs, illustrations, images, graphics, and other materials provided through our Sites and Services, including, without limitation, any outputs, analytics, improvements, modifications, enhancements, additions and derivatives therein and thereof (collectively, our "Content") are owned by J. J. Keller or third parties who have licensed their content to us. For clarity and without limiting the foregoing, the term “Content” does not include any works created through the use of Content where permitted under an applicable Service License, provided the creation, distribution, and use of any such created works is subject to the terms of the applicable Service License and, as applicable, other Service Agreement(s). You do not acquire any rights, express or implied, the foregoing other than those specified in the applicable Service Agreements. Without limiting the generality of the foregoing, unless otherwise set forth in the applicable Services Agreements, you are not permitted to use Content for any purpose other than those set forth in the applicable Service License or Service Agreement, including, without limitation, publishing, distributing, or otherwise providing Content to any third party.
   2. Our Sites and Services are protected by laws governing copyrights patents, trademarks, trade secrets and other intellectual property and proprietary rights. In addition, our Sites and Services in their entirety are each a collective work under U.S. and international copyright laws and treaties, and we own the copyright in the selection, coordination, arrangement and enhancement thereof.
2. Marks. The J. J. Keller names and logos, all product and service names and descriptions, all graphics, all button icons and all other trademarks and service marks appearing on or used in connection with our Sites and Services, unless otherwise noted, are, whether registered or not, J. J. Keller’s trademarks, service marks, and/or trade dress (collectively, “Our Marks”). All other company names, logos, product and service names and descriptions, graphics and other content (collectively, “Other Marks”) mentioned, displayed, cited or otherwise referenced within our Sites and Services are the property of their respective owners. You are not authorized to use Our Marks in any manner without our prior written permission or as set forth in the applicable Service Agreements. You are not authorized to use or display any Other Marks without the prior written permission of the applicable third party.

Use of Our Sites and Services

1. Acceptable Use. Your access to and use of the Sites and Services must comply with the following (“Acceptable Use Restrictions”):
   1. You shall only access and use the Sites and Services for their intended purpose and solely as permitted under the applicable Service Agreements.
   2. Except as expressly permitted under the applicable Service Agreements, you shall not modify, translate, adapt, or otherwise create derivative works or improvements, of the Sites, Services, or any Content thereof.
   3. Without limitation, you are not allowed to access or use our Sites or Services to: (1) violate any laws; (2) transmit or upload any software or other materials that contain any viruses, trojan horses, defects, time bombs, or any other computer code, files or programs of a destructive nature; or (3) engage in any action designed to circumvent the features provided by our Sites and/or Services, including, without limitation, any copyright protection, rights management or security features protecting the Sites or Services.
   4. Subject to your rights under the applicable Service Agreements, you shall not, and shall not permit others to:
      1. disassemble, reverse engineer, decompile, reverse assemble, decode, or modify any portion of our Sites and Services, or otherwise attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming interoperability interfaces of our Sites and Services;
      2. use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Sites or Services, monitor traffic on the Sites or Services, obtain or accumulate personal information about other users, or collect or store personal data about other users;
      3. copy our Sites or Services;
      4. use the Sites or Services in any manner, or engage in any other activities, that, in J. J. Keller's sole judgment, adversely affects the performance or function of the Sites or Services or interferes with the ability of other users to access or use the Sites or Services including, without limitation, using any device, software, or procedure that interferes with, or attempts to interfere with, the normal operation of our Sites or Services or taking any action that imposes, or may impose, as determined by us in our sole discretion, an unreasonable or disproportionately large load on our information technology infrastructure;
      5. use the Sites, Services or Content to develop or improve a service that is competitive with any of our Services;
      6. remove, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices on our Sites, Services, or Content or any copies thereof;
      7. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise share your rights under any Service Agreement;
      8. engage in any activity that is illegal under federal, state, local or other laws or regulations;
      9. use the Sites, Services or Content in any manner that infringes the intellectual property or other rights of J. J. Keller or any third party;
      10. impersonate any person or entity or misrepresent your connection or affiliation with a person or entity through or in connection with your access to or use of our Sites or Services, including, without limitation, by creating a false identify on our Sites or Services or creating an account for any third party;
      11. release to any third party information related to your access to or use of our Sites or Services for purposes of monitoring the availability, performance, or functionality of our Sites or Services, or for any other benchmarking or competitive purposes without our prior written approval; and
      12. access or use our Sites or Services in a service bureau or time sharing environment (including, without limitation, accessing or using our Sites or Services to provide third parties a service consisting solely of the collection and entry of data and other information on or through our Sites or Services).
2. Equipment. Except as otherwise set forth in the applicable Service Agreement(s), you are solely responsible for obtaining and maintaining any equipment and ancillary services needed to access or use our Sites or Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You are responsible for maintaining the security of the Equipment and for all uses of the Equipment with or without your knowledge or consent.
3. Compliance with Applicable Laws. You certify that you will comply with all applicable laws (e.g., federal, state, local and other laws) and the applicable Service Agreements when accessing or using our Sites or Services. Without limiting the foregoing, by accessing or using our Sites or Services, you represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties. If you access or use our Sites or Services outside the United States, you are solely responsible for ensuring that your access to and use of our Sites or Services in such country, territory or jurisdiction does not violate any applicable laws. We reserve the right, but not the obligation, to, in our sole discretion, monitor where users who access or use our Sites or Services are located, and the right, but not the obligation, to block or otherwise restrict access to or use of our Sites or Services from any geographic location.
4. Your Mistakes or Errors. Without limiting anything set forth in the applicable Service Agreements, you acknowledge and agree that under no circumstances will we or any of our licensors or suppliers be responsible for any loss, damage or liability arising out of any mistakes or other errors made by you as a result of your access to or use of our Sites or Services.
5. Changes to Sites or Services. Except as otherwise provided in the applicable Service Agreements, J. J. Keller may, in its sole discretion, make any changes to the Sites or Services that it deems necessary or useful to: (1) maintain or enhance: (i) the quality or delivery of Sites or Services; (ii) the market for our Sites or Services; or (iii) the cost, efficiency or performance of the Sites or Services; or (2) comply with any applicable laws or regulations. Without limiting the generality of the foregoing, you acknowledge and agree that J. J. Keller may update the Content from time to time and, if applicable, you are solely responsible for updating your operations or other uses of Content as necessary in the event of any such updates.
6. Clients. If you are a Client, in addition to, and not in lieu of, any similar terms and conditions set forth in the applicable Service Agreements, the following applies to you:
   1. You are, at all times, responsible for the actions of your Client Authorized Users in connection with such Client Authorized Users’ access to, use of or other interaction with our Services. You shall ensure that your Client Authorized Users: (a) do not breach the applicable Service Agreement(s); and (b) comply with all applicable laws in connection with the applicable Service Agreement(s), including, but not limited to, your Client Authorized Users’ access to and use of the Services. You acknowledge and agree that any breach of any applicable Service Agreement by your Client Authorized Users shall constitute your breach, as applicable, of the applicable Service Agreement(s).
   2. You acknowledge and agree that some of our Services may include geolocation tracking and other monitoring, which may include, without limitation, streaming or otherwise broadcasting live audio and/or video feeds, monitoring behavior, activities, devices and other actions (collectively, “Monitoring Services”). You are solely responsible for ensuring that your use of any information generated through the Monitoring Services (“Monitoring Information”) complies with all applicable laws and the applicable Service Agreement(s). We may, but are not obligated to, provide you with technical information concerning the operation of the Monitoring Services and the Monitoring Information collected or otherwise generated through the Monitoring Services upon request. For clarity, you are solely responsible for determining, and under no circumstances will we advise you about, your legal obligations concerning your use of the Monitoring Services and/or the Monitoring Information. Subject to our compliance with applicable laws, we may use and all Monitoring Information for any lawful purpose, including, without limitation, providing and improving our Services and developing new products or services.
   3. You acknowledge and agree that some of our Services may include the ability to record video and/or audio information (generally, “Recordings”). Without limiting anything set forth in the applicable Service Agreement(s), you are solely responsible for ensuring that your access to and use of the Services is compliant with any applicable laws and regulations with respect to such Recordings. If you are a Client, you agree that you are solely responsible for obtaining any necessary consents from or providing any notices to Client Authorized Users and, if applicable, other individuals related to the creation, storage, distribution and use of Recordings. If you are an individual, by accepting and agreeing to be bound by the applicable Service Agreement(s), you provide your explicit consent for J. J. Keller to create Recordings on your Equipment when you enable the applicable settings within such Services. Subject to our compliance with applicable laws, we may use Recordings for any lawful purpose, including, without limitation, providing and improving our Services and developing new products or services.
   4. We may, now or in the future, include features and functionalities in one or more of our Services that allow other software or hardware devices to interface with the Services via an application programming interface (“API”). Your and your Client Authorized Users’ access to and use of any API is subject to the same terms and conditions applicable to the applicable Service set forth in the applicable Service Agreement(s). Without limiting the generality of the foregoing:
      1. subject to the terms set forth in the applicable Service Agreement(s) and as and to the extent available through a particular Service, you and your Client Authorized Users are permitted to use and make calls to the applicable API(s), in connection with your and your Client Authorized Users’ access to and use of the applicable Service solely for the purposes of: (a) providing Client Data to J. J. Keller for processing through the applicable Service, either directly from your Equipment or from a Third Party Service authorized by J. J. Keller; (b) retrieving Client Data and/or applicable Content from the applicable Service; and/or (c) transmitting Client Data from the applicable Service to a Third Party Service authorized by J. J Keller;
      2. you are solely responsible for ensuring that calls made to the applicable API from your Equipment are compatible with the current applicable API for the applicable Service; and
      3. in connection with your or you Client Authorized Users’ use of an API in connection with any Third Party Service, you are solely responsible for ensuring such use complies with all applicable terms and conditions of the applicable Third Party Terms, if any.

Your Content and Information

1. Personal Information. For information regarding how we collect, use and disclose personal information in connection with our Sites and Services, please see our Privacy Policy, located at https://www.jjkeller.com/legal/privacy-policy. Please note, when we process personal information for or on behalf of a Client in connection with such Client’s access to and use of the Services, including, without limitation, the personal information of any applicable Client Authorized User: (1) we are acting in the capacity of a “data processor” or “service provider” as defined under applicable data privacy laws; and (2) the Client may collect, use or otherwise process such personal information for their own purposes. J. J. KELLER MAKES NO REPRESENTATION, WARRANTY OR COMMITMENT OF ANY KIND, EXPRESS OR IMPLIED, AND DISCLAIMS ALL LIABILITY RELATING TO OR ARISING FROM A CLIENT’S PROCESSING OF ANY PERSONAL INFORMATION OR J. J. KELLER’S PROCESSING OF PERSONAL INFORMATION AT THE DIRECTION OF A CLIENT.
2. Feedback. By submitting ideas, comments, suggestions, documents, proposals, products, technologies, techniques, reviews, testimonials, or questions (collectively "Feedback") to us in any way, you acknowledge and agree that : (1) you will not include any confidential or proprietary information in any of your Feedback; (2) we are not required to make any use of any Feedback that you provide; (3) we are not under any obligation of confidentiality, express or implied, with respect to any Feedback; (4) we shall be entitled we shall be entitled to disclose (or choose not to disclose) Feedback for any purpose and in any way; (5) we may have something similar to the Feedback already under consideration or in development; (6) your Feedback which is not subject to a patent automatically becomes our property without any obligation to you; and (7) you are not entitled to any credit or compensation or reimbursement of any kind from us under any circumstances in connection with our disclosure, development or use of any Feedback.
3. Private Messages. We may provide you with the ability to send private messages to other users of our Sites and Services (“Private Messages”). Private Messages are not considered User Content and we will not intentionally make any such Private Messages available to any party other than the intended recipient. However, you should remain mindful that there is an inherent risk in the use of the Internet. Private Messages may be intercepted without our knowledge or consent, collected illegally, and/or forwarded by recipients to others. We cannot guarantee the security of any information, including your Private Messages, that you disclose online, and you do so at your own risk.
4. User Content. Certain features of our Sites and Services provide users with the ability to add, create, upload, submit, distribute, or share content on or through our Sites and Services, including, without limitation, through discussion boards and as described in the applicable Service Agreement(s) (collectively, “User Content”). If you provide any User Content (“Your Content”), you acknowledge that, except as otherwise set forth in the applicable Service Agreement(s) we: (1) shall have the right to reproduce, translate, encode, publish, use and distribute any and all of Your Content to the extent necessary to provide and operate our Sites and Services; (2) shall have the right to aggregate, de-identify or otherwise anonymize any and all of Your Content (“Operational User Data”) and to use such Operational User Data for any lawful purpose, including, without limitation, improving our Sites and Services; and (iii) are not responsible or in any way liable for any corruption, mis-delivery or other loss of any of Your Content.
5. Client Data. If you are a Client, in addition to, and not in lieu of, any similar terms and conditions set forth in the applicable Service Agreements, the following applies to you:
   1. Consents and Notices.
      1. You are responsible for obtaining any consents and providing any legally required notices necessary to enable: (1) your and your Client Authorized Users’ access to and use of the applicable Services; and (2) our access to, storage of and processing of any data collected through, or otherwise generated by, your or your Client Authorized Users’ access to or use of the Services, including, without limitation, any applicable User Content, or as otherwise contemplated under the applicable Service Agreement(s) (collectively, “Client Data”).
      2. You acknowledge and agree that you are solely responsible for requesting and obtaining from J. J. Keller all information necessary to accurately explain all relevant data practices in connection with any consents and notices. J. J. Keller will not provide notices or obtain consents directly from individuals on your behalf.
   2. Permitted Use of Client Data. You acknowledge and agree that J. J. Keller has the right to:
      1. access Client Data to administer, provide, operate and configure the Services;
      2. reproduce, translate, encode, publish, use and distribute Client Data to the extent necessary to administer, provide, operate and configure the Services and as otherwise described in the applicable Service Agreement(s); and
      3. aggregate, de-identify or otherwise anonymize any Client Data (the results thereof, “Client Operational Data”) and to use, share, and commercialize such Client Operational Data for any lawful purpose, including, without limitation, improving the Services and developing new products and services.
   3. Prohibited Use of Client Data. Except as agreed in writing between you and J. J. Keller:
      1. J. J. Keller shall not, whether directly or indirectly, sell, pledge, assign, license, rent, gift, distribute, or otherwise transfer or permit access to Client Data to a third party except as provided in the applicable Agreement(s) or where necessary to administer, provide, operate or configure the Services; and
      2. at no time shall J. J. Keller derive any revenue from, otherwise monetize, or attempt to derive any revenue from the use of Client Data except for the fees under the applicable Service Agreements.
   4. Restrictions. You and your Client Authorized Users shall not provide J. J. Keller any Client Data except to the extent necessary for you and your Client Authorized Users to access and use the Services in accordance with the applicable Service Agreement(s). Without limiting the generality of the foregoing, you and your Client Authorized Users shall not provide J. J. Keller any Client Data you are not permitted to disclose pursuant to applicable laws.
   5. Non-Infringement. Without limiting anything set forth in the applicable Service Agreement(s), you represent and warrant to J. J. Keller that: (1) you have all necessary rights in and to any Client Data provided to J. J. Keller in connection with the applicable Service Agreement(s); (2) Client Data shall not infringe any third party’s intellectual property rights; and (3) Client Data does not contain, promote, or link to material that is pornographic, defamatory, offensive, harassing, malicious, illegal or otherwise objectionable.
   6. Removal. Without limiting anything set forth in the applicable Agreement(s), upon the expiration or earlier termination of the applicable Service License or other applicable Service Agreement, J. J. Keller will remove the applicable Client Data from the Services and such Client Data will no longer be accessible or otherwise available to you or any of your Client Authorized Users through the Services. Within thirty (30) days after the expiration or earlier termination of the applicable Service License or other applicable Service Agreement, J. J. Keller will securely erase or destroy the applicable Client Data in J. J. Keller’s possession or under its reasonable control. For clarity, the removal and destruction of the Client Data shall not apply to any Client Operational Data and the expiration or earlier termination of the applicable Service License or other applicable Service Agreement shall not affect, limit, or otherwise modify J. J. Keller’s rights in and to any and all such Client Operational Data.
   7. Ownership of Client Data. As between you and J. J. Keller, you own all right, title and interest in and to your Client Data. For clarity, the foregoing only applies to the individual components of your Client Data and does not include any J. J. Keller intellectual property or other proprietary rights incorporated in or applied to your Client Data through or in connection with the administration, performance, operation or configuration of the Services. We do not acquire any rights, express or implied, in your Client Data, other than those specified in the applicable Service Agreement(s).
   8. Client Operational Data. Without limiting anything set forth in set forth in the applicable Service Agreements, you acknowledge and agree that J. J. Keller’s use of the Client Operational Data may include, without limitation, the creation of driving-related scores that benefit persons and entities other than you. You will provide all necessary notices and obtain all necessary consents from your Client Authorized Users and any other individuals to enable the foregoing.
   9. Additional Terms. These Terms incorporate the J. J. Keller Data Processing Agreement (“DPA”). The DPA shall apply where privacy laws apply to those Services where, in the course of providing such Services, J. J. Keller processing personal information on your behalf.

   Third Party Sites and Services

   1. Links to Third Party Sites. Our Sites and Services may contain links to third-party websites or resources. These links are provided solely for your convenience J. J. Keller has not reviewed these third-party websites and does not control and is not responsible for any of these websites or their content. J. J. Keller does not make any representations about any third-party websites, or any information, software or other products or materials found on such third party websites or resources. Your access to and use of any third party website or resource, including any information, material, products, services or resources contained on or accessible through third party websites or resources is entirely and solely at your own risk. Without limiting the foregoing, you acknowledge and agree that we are not responsible or liable for any third party websites or resources, including, without limitation, for the availability of such third party websites or resources or any information, material, products, or services contained on or accessible through third party websites or resources.
   2. Third Party Services. Our Sites and Services may allow you to access, connect to, use, or otherwise interact with certain applications, websites, and other content owned or otherwise controlled by third parties (“Third Party Services”). Your access to and/or use of any Third Party Services may be subject to separate terms imposed by the providers of these Third Party Services (“Third Party Terms”). By accessing or using any Third Party Services, you agree to comply with any applicable Third Party Terms presented or that you otherwise agree to in connection with your access to or use of the applicable Third Party Service. We are not responsible or liable for: (1) the availability, functionality or accuracy of any Third Party Services; or (2) the content, products or services available through such Third Party Services. Access to Third Party Services through or in connection with your access to or use of our Sites or Services does not imply any endorsement by J. J. Keller of the Third Party Services or any products or services available through the Third Party Services.

   Our Rights

   1. Monitoring. J. J. Keller reserves the right, but not the obligation, to monitor all network traffic to the Sites and Services and, by accessing or using our Sites or Services, you expressly acknowledge and agree that such monitoring may occur. J. J. Keller may block unauthorized attempts or intrusions to upload or change information or cause damage to Sites and Services in any fashion.
   2. User Content. You acknowledge that J. J. Keller has no general obligation to monitor any User Content or Client Data added, created, uploaded, submitted, distributed or otherwise shared on or through our Sites or Services, nor to actively seek facts or circumstances indicating illegal activity, but, subject to the terms of the applicable Service Agreement(s), has the right to review, disable access to, or to edit any User Content for any lawful purpose.
   3. Suspension. Without limiting anything set forth in the applicable Services Agreement(s), J. J. Keller may immediately suspend your (or, if you are a Client, your Client Authorized Users’) access to and use of the Sites or Services (including, without limitation, access to and use of the applicable account) if: (1) J. J. Keller reasonably determines that your (or, if you are a Client, your Client Authorized Users’) access to or use of our Sites or Services could adversely impact our Sites or Services, a third party’s use of our Sites or Services, or our network or servers used to provide and operate our Sites or Services; (2) there is suspected third party access to or use of the Sites or Services; (3) we reasonably believe that immediate suspension is required to comply with applicable laws; or (4) you (or if you are a Client, one or more of your applicable Client Authorized Users) are in material breach of the applicable Service License or the Acceptable Use Restrictions. We will reinstate the ability to access or use our Sites or Services suspended pursuant to the foregoing when we determine, in our sole discretion, the circumstances giving rise to the suspension has been resolved. Unless prohibited by applicable law and where reasonably possible, we will provide you with prior notice of any such suspension and the basis for any such suspension.

   Term and Termination

   1. Effective Date. These Terms shall become effective on the date of your acceptance hereof (the “Effective Date”) and shall remain in effect unless and until your authorization to access or use all Sites and Services expires or is terminated; provided, however, any applicable Service License becomes effective on the earlier date of when you: (1) indicate acceptance of applicable Service License under an applicable Service Agreement; (2) click a box indicating your acceptance of the applicable Service License; (3) submit your Registration Information in connection with the applicable Service; or (4) log into your account for the applicable Service. Regardless, you are bound by these Terms any time you use our Sites or our Services.
   2. Service License Term. The term of each applicable Service License is for the length of time specified in the applicable Service Agreement ("Service License Term"). Subject to the terms of the applicable Service Agreement, for any Service Licenses that automatically renew for the term that you selected or which was made available to you, prior to such automatic renewal or J. J. Keller issuing any invoice for such renewal term, we will provide notice to you of such automatic renewal and specify the date by which you must notify us if you elect not to renew such Service License. For clarity, if you do not provide us with such notice of non-renewal, your Service License will automatically renew for the applicable Service License Term.
   3. Termination. Subject to the terms set forth in the applicable Service Agreement(s), in addition to, and not in lieu of, any other termination or other applicable rights under the Service Agreements:
      1. J. J. Keller may terminate any Service License on ten (10) days' notice (via email or otherwise) to you should the applicable Service, its Content, or any component thereof, no longer be available for whatever reason. In the event J. J. Keller terminates a Service License pursuant to the foregoing, such termination may entitle you to a pro-rata refund of applicable fees. Without limiting the foregoing, J. J. Keller reserves the right to make modifications to the Services, including without limitation, eliminating or adding functionality to the Services, and any such modifications shall not constitute a termination of the applicable Service License if the applicable Service remains available in any form after such modification.
      2. J. J. Keller may terminate, effective on written notice to you, your (or, if you are a Client, your Client Authorized Users’) right to access or use the Sites or Services and the applicable Service Agreement(s) if: (1) you fail to pay any amounts when due under the applicable Service Agreement(s) and such failure continues for more than thirty (30) days after J. J. Keller’s written notice thereof; or (2) J. J. Keller believes, in its sole discretion, you (or if you are a Client, one or more of your Client Authorized Users) have violated the applicable Service Agreement(s). You acknowledge and agree that J. J. Keller will not be liable to you or any third party for any such termination and you shall not be entitled to a refund of any pre-paid fees.
      3. J. J. Keller may terminate the applicable Service Agreement(s), effective on written notice to the other party, if the other party materially breaches the applicable Service Agreement(s) and such breach: (1) is incapable of cure; or (2) being capable of cure, remains uncured for a period of thirty (30) days after the non-breaching party provides the breaching written notice of such breach; and
      4. J. J. Keller may terminate the applicable Service Agreement(s), effective immediately upon written notice to the other party if the other party: (1) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (2) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (3) makes or seeks to make a general assignment for the benefit of its creditors; or (4) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
   4. Effects of Termination. Without limiting any other effects of termination set forth in the applicable Service Agreement(s), upon termination of a Service License or applicable Service Agreement, your (and, if you are a Client, your Client Authorized Users’) authorization to access and use the applicable Sites or Services shall immediately terminate and you (and, if you are a Client, your applicable Client Authorized Users) must discontinue all access to and use of our Sites and Services affected by such termination. Termination of any Service License or other applicable Service Agreement: (1) will not affect your obligations to pay all fees that have become due before such termination; (2) except as expressly provided in the applicable Service Agreement(s), entitle you to a refund of any pre-paid but unused fees; and (3) will not relieve you of any liabilities or obligations arising before the date of such termination.
   5. Reasonable Assistance. Upon termination of a Service License or other applicable Service Agreement for reasons other than your (or, if you are a Client, one or more of your Client Authorized Users’) breach thereof, at its discretion, J. J. Keller may use reasonable commercial efforts to assist you, at J. J. Keller's then standard fee for such services, in obtaining any of Your Data Content (or, if you are a Client, your Client Data) as may then be available on the Sites or through the Services and transferring the same to youa on J. J. Keller-approved storage media, provided that you have provided J. J. Keller notice prior to the termination date of your desire for such assistance.

   Fees and Payments

   1. Fees. You shall pay J. J. Keller all fees applicable to your access to or use of the Sites or Services set forth in the applicable Service Agreement(s), without offset or deduction. Except as otherwise provided in the Service Agreement(s), you shall pay all applicable fees in accordance with the invoicing schedule set forth in the applicable Service Agreement(s) or, if no invoicing schedule is stated in the applicable Service Agreement(s), J. J. Keller will invoice you on a monthly basis for fees incurred from your (or, if you are a Client, your Client Authorized Users’) access to and use of the Sites or Services during the preceding month. Subject the applicable Service Agreement(s) all invoices are due and payable upon your receipt of thereof. If you fail to make any payment when due, without limiting our other rights and remedies: (1) we may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted by applicable law; (2) you shall reimburse us for all reasonable costs we incur in collecting any late payments or interest, including, attorneys’ fees, court costs and collection agency fees; and (3) if such failure to pay is not promptly remedied, we may suspend your access to any portion or all of the Sites or Services until such amounts are paid in full.
   2. Changes. Except as otherwise provided in the applicable Service Agreement(s), J. J. Keller may change any portion of the fees upon the renewal of the applicable Service License, such changes to take effect upon the commencement of such Service License Renewal.
   3. Taxes. Fees and other amounts payable by you under the applicable Service Agreement(s) are exclusive of any taxes and similar assessments. You are responsible for all sales, use and excise taxes and any other similar taxes, duties and charges of any kind imposed by any federal, state or local government or regulatory authority on any amounts payable by you under the Service Agreement(s), other than taxes imposed on J. J. Keller’s income.

   Purchasing Products and Services through our Sites

   1. Order Cancellations. J. J. Keller reserves the right, at its sole discretion, to refuse or cancel any order placed through our Sites or Services for any reason. Without limiting the generality of the foregoing, some situations that may result in your order being canceled include, without limitation, limitations on quantities available for purchase, inaccuracies or errors in product or pricing information, or problems identified by our credit and fraud avoidance department. J. J. Keller may also require additional verifications or information before accepting any order. J. J. Keller will contact you if all or any portion of your order is canceled or if additional information is required to accept your order. If your order is canceled after your applicable payment method has been charged, J. J. Keller will issue a credit to the same payment method in the amount of the charge.
   2. Errors in Pricing and Descriptions. In the event that a product or service is listed at an incorrect price due to typographical errors or an error in pricing information on our Sites or Services, J. J. Keller shall have the right to refuse or cancel any orders placed for products listed at the incorrect price. J. J. Keller shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your account charged. If your applicable payment method has already been charged for the purchase and your order is cancelled, J. J. Keller will immediately issue a credit to the same payment method in the amount of the incorrect price.

   Disclaimers

   In addition to, and not in lieu of, any warranty disclaimers set forth in any applicable Service Agreement:

   1. EXCEPT AS EXPRESSLY STATED IN THE APPLICABLE SERVICE AGREEMENT(S), OR WITH RESPECT TO ANY PRODUCTS SOLD THROUGH, OR OTHERWISE ASSOCIATED WITH, OUR SITES OR SERVICES, ANY EXPRESS WARRANTIES SHOWN ON OR PROVIDED WITH ANY SUCH PRODUCT, OUR SITES AND SERVICES, INCLUDING, WITHOUT LIMITATION, ANY SOFTWARE COMPRISING ANY PORTION OF OUR SITES OR SERVICES, AND ANY PRODUCTS, SERVICES, OR CONTENT PROVIDED THROUGH OR IN CONNECTION WITH OUR SITES AND SERVICES (COLLECTIVELY, “OUR OFFERINGS”) ARE PROVIDED ON AN “AS-IS” BASIS AND YOUR ACCESS TO AND USE OF OUR OFFERINGS IS AT YOUR SOLE OPTION OR RISK. WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND RELATING THERETO, WHETHER EXPRESS OR IMPLIED, RELATING TO OUR OFFERINGS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. FOR CLARITY, ANY WARRANTY APPLICABLE TO ANY PRODUCT SOLD BUT NOT MANUFACTURED BY J. J. KELLER, IF ANY, IS PROVIDED BY THE ORIGINAL MANUFACTURER, NOT J. J. KELLER AND WARRANTY DISCLAIMERS PROVIDED IN THE APPLICABLE SERVICE AGREEMENT(S) SHALL APPLY TO SUCH PRODUCTS.
   2. J. J. KELLER MAKES NO REPRESENTATION OF ANY KIND THAT OUR OFFERINGS, OR ANY OF THE RESULTS FROM THE USE THEREOF, WILL MEET YOUR OR ANY CLIENT AUTHORIZED USER’S OR THIRD PARTY’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE ACCESS TO, USE OF, AND RECEIPT OF OUR OFFERINGS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENCY OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT J. J. KELLER DOES NOT PROVIDE, AND OUR OFFERINGS ARE NOT INTENDED TO PROVIDE OR BE RELIED ON AS, LEGAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING ANY LEGAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE RELATED TO OR IN CONNECTION WITH YOUR ACCESS TO, USE OF AND RECEIPT OF OUR OFFERINGS FROM A COMPETENT PROFESSIONAL.
   3. J. J. KELLER EXPRESSLY DISCLAIMS THAT OUR OFFERINGS WILL BE ERROR FREE OR INVULNERABLE TO VIRUSES, WORMS, OR OTHER HARMFUL SOFTWARE.
   4. YOU ACKNOWLEDGE AND AGREE THAT OUR OFFERINGS MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS, INCLUDING, WITHOUT LIMITATION, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, OR TECHNICAL FAILURE OR DISRUPTION OF OUR OFFERINGS AND/OR TELECOMMUNICATIONS INFRASTRUCTURE, AND, THEREFORE, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF OUR OFFERINGS CAUSED BY SUCH FACTORS.
   5. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA, INCLUDING, WITHOUT LIMITATION AND APPLICABLE, YOUR CONTENT, CLIENT DATA, PRIVATE MESSAGES OR OTHER INFORMATION YOU SUBMIT THROUGH OR IN CONNECTION WITH OUR OFFERINGS.
   6. WE ARE NOT RESPONSIBLE OR LIABLE FOR, NOR DO WE REPRESENT OR OTHERWISE WARRANT THE PERFORMANCE OF ANY DEVICE YOU USE TO ACCESS OR USE OUR OFFERINGS, INCLUDING, WITHOUT LIMITATION, THE CONTINUING COMPATIBILITY OF ANY DEVICE WITH OUR OFFERINGS.
   
   

   SOME JURISDICTIONS AND/OR APPLICABLE LAW DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

   Limitations on Liability

   1. General. IN NO EVENT SHALL YOU OR J. J. KELLER BE LIABLE TO THE OTHER UNDER OR IN CONNECTION WITH THE APPLICABLE SERVICE AGREEMENT(S) FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF PREVIOUSLY APPRISED OF THE POSSIBILITY THEREOF), WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTORY, OR ANY OTHER LEGAL THEORY, OR FOR ANY ERROR OR INTERRUPTION OF USE, INCREASED COSTS, DIMINUTION IN VALUE, LOST BUSINESS, LOST PRODUCTION, LOST REVENUES, LOST PROFITS, LOSS OF GOODWILL OR REPUTATION, OR COST OF REPLACEMENT GOODS OR SERVICES. EXCEPT AS OTHERWISE SET FORTH IN THE APPLICABLE SERVICE AGREEMENT(S) AND WITHOUT LIMITING ANYTHING SET FORTH IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR ENTIRE LIABILITY TO YOU ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH OUR PERFORMANCE UNDER OR BREACH OF THE APPLICABLE SERVICE AGREEMENT(S) SHALL IN NO CASE EXCEED THE GREATER OF: (1) THE FEES YOU PAID TO J. J. KELLER UNDER THE APPLICABLE SERVICE AGREEMENT(S) DURING THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE ACT GIVING RISE TO THE LIABILITY; OR (2) $100.
   2. Exclusions. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY WITH RESPECT TO ANY OF THE FOLLOWING: (i) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IF APPLICABLE, UNDER THE SERVICE AGREEMENT(S); (ii) YOUR INDEMNIFICATION OBLIGATIONS; OR (iii) ANY DAMAGES RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
   3. Release. WITHOUT LIMITING ANYTHING SET FORTH IN THE APPLICABLE SERVICE AGREEMENT(S), IF YOU HAVE A DISPUTE WITH ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF OUR OFFERINGS, YOU RELEASE US AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, AS WELL AS OUR AFFILIATES AND SUBSIDIARIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (TOGETHER, THE “RELEASED PARTIES”) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE, YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME YOU AGREE TO THIS RELEASE.

   Indemnification

   YOU AGREE THAT YOU WILL ONLY ACCESS AND USE OUR OFFERINGS IN ACCORDANCE WITH THE APPLICABLE SERVICE AGREEMENT(S). YOU WILL COMPENSATE US IN FULL FOR ANY LOSSES OR COSTS (INCLUDING, WITHOUT LIMITATION, ANY REASONABLE ATTORNEY’S FEES, ACCOUNTING FEES OR COURT COSTS) FOR WHICH WE OR ANY OTHER RELEASED PARTY INCUR RESULTING FROM, OR ALLEGED TO RESULT FROM, ANY BREACH BY YOU OF THE APPLICABLE SERVICE AGREEMENT(S). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US, AND ALL OTHER RELEASED PARTIES, HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND (INCLUDING, WITHOUT LIMITATION, ANY REASONABLE ATTORNEYS’ FEES, ACCOUNTING FEES OR COURT COSTS) MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR (OR, IF YOU ARE A CLIENT, YOUR APPLICABLE CLIENT AUTHORIZED USERS’) ACCESS TO OR USE OF OUR OFFERINGS, YOUR CONNECTION TO OUR SITES OR SERVICES, YOUR VIOLATION OF THE APPLICABLE SERVICE AGREEMENT(S) OR YOUR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY.

   Report Unauthorized Use or Copying/Digital Millennium Copyright Act Notice (U.S. only)

   J. J. Keller takes claims of copyright infringement seriously. You must ensure Your Content does not infringe any third party’s copyright. We will remove Your Content and other materials on our Sites or Services in accordance with the U.S. Digital Millennium Copyright Act (“DMCA”) upon receipt of proper notices that Your Content or other materials on our Sites or Services infringe a third party’s copyright in accordance with our DMCA Policy.

   Miscellaneous

   1. Relationship. It is expressly agreed that you and J. J. Keller are independent contractors and that the relationship between you and J. J. Keller shall not constitute a partnership, joint venture, or agency. Neither you nor J. J. Keller shall have the authority to make any statements, representations, or commitments of any kind, or to take any action, which shall be binding on the other party, without the prior written consent of such other party.
   2. No Third Party Beneficiaries. The rights, remedies, obligations, and liabilities arising under or in connection with the applicable Service Agreement(s) are solely intended to apply to you and J. J. Keller and your and our respective successors and assigns.
   3. Electronic Communications. The communications between you and J. J. Keller use electronic means. For contractual purposes, you: (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically, including, without limitation, the Service Agreements, satisfy any legal requirement that such communications would satisfy if they were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.
   4. Admissibility of Terms. A printed version of these Terms and of any notice given in electronic form shall be admissible in arbitration, judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
   5. Waiver & Severability. No waiver by J. J. Keller or any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, including, without limitation, the warranty disclaimers and limitations of liability set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the applicable Service Agreement(s) shall continue in effect.
   6. Assignability. You shall not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of J. J. Keller. Any purported assignment or delegation will not relieve the assigning or delegating party of any of its obligations hereunder arising prior to such assignment or delegation. The applicable Service Agreement(s) are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
   7. Changes to these Terms. J. J. Keller may update or modify these Terms at any time by, without limitation posting a revised version of these Terms on our Sites and by publishing a general notice of such changes on our Sites or, where applicable or necessary, by providing notice of such changes to you.
   8. Governing Law. These Terms shall be governed by the laws of the State of Wisconsin, without giving effect to its conflict of laws' provisions. Any legal suit, action, or proceeding arising out of or related to these Terms shall be instituted exclusively in the United States District Court for the Eastern District of Wisconsin or the courts of the State of Wisconsin covering Milwaukee County, Wisconsin, as appropriate. You agree to submit to the jurisdiction of each of these courts for the purpose of litigating claims or disputes, hereby waive any right to a jury trial, and to venue in such courts and agree to be bound by any and all limitations of liability and damages included in the applicable Service Agreements.
   9. Waiver of Class Action Rights and/or Claims. YOU ACKNOWLEDGE AND AGREE THAT, BY AGREEING TO THESE TERMS, YOU ARE WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR PROCEEDING. YOU AGREE THAT YOU MAY BERING CLAIMS AGAINST THE RELEASED PARTIES ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR COLLECTIVE PROCEEDING. ANY ARBITRATION, SUITS, OR DISPUTES WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. NOTWITHSTANDING ANY PROVISION IN THE APPLICABLE SERVICE AGREEMENTS TO THE CONTRARY, IF THE FOREGOING CLASS ACTION WAIVER IS DEEMED INVALID OR UNENFORCEABLE, YOU AND J. J. KELLER AGREE THAT NEITHER PARTY SHALL SEEK TO, AND WAIVE ANY RIGHT TO, ARBITRATE OR LITIGATE CLASS OR COLLECTIVE CLAIMS.
   10. Survivorship. Notwithstanding the expiration or termination of these Terms, all rights, obligations, and remedies which accrued prior to the termination or expiration of a Site and Service License shall survive such termination or expiration to the extent necessary to carry out the intention of the parties.
   11. Commercial Software. As defined in FAR section 2.101, the Sites, the software used by J. J. Keller to provide and operate the Services, and any user manuals, operating instructions and other documentation relating to the access to, use of, and operation of the Sites or Services, are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the applicable Service Agreement(s) and will be prohibited except to the extent expressly permitted by the terms of the applicable Service Agreement(s).
   12. Headings. The section headings and sub-headings contained in these Terms are for convenience only and have no legal or contractual effect.
   13. Conflicts. In the event of any inconsistency between the statements made in these Terms, any other Service Agreement, or any other documents incorporated by reference in any Service Agreement: (1) these Terms; (2) the Additional Agreement unless such Additional Agreement expressly provides that it is modifying these Terms; (3) the Rules, unless the applicable Rules expressly provide that they are modifying, as applicable, these Terms of the applicable Additional Agreement, and (4) any other document incorporated by reference in a Service Agreement unless such document expressly provides that it is modifying, as applicable, these Terms, the applicable Additional Agreement or the applicable Rules.
   14. Contact Us. If you have any questions regarding the use of these Terms, our Sites, or Services please contact us. Or write us at: J. J. Keller, 3003 Breezewood Lane, Neenah, Wisconsin 54957-0368.
   15. Entire Agreement. The applicable Service Agreements constitute the entire understanding and agreement between J. J. Keller and you with respect to your use of our Sites and Services the transactions contemplated therein and supersede any and all prior or contemporaneous oral or written communications or agreements with respect to the subject matter thereof. No usage of trade, or other regular practice or method of dealing between you and J. J. Keller or others, will be used to modify, interpret, supplement or alter in any manner the express terms of the applicable Service Agreements. If any document you issue includes any reference that is inconsistent with the provisions of the applicable Service Agreements, such references shall be null and void despite no objection being stated by J. J. Keller.