Terms of Service

These terms of service ("Terms") apply to your access and use of Joggr Inc. ("Joggr" and "Company") products and services (the "Service") by consumers ("Customer") of these products.

Accepting these Terms

If you access or use the Service, it means you agree to be bound by all of the Terms below. So, before you use the Service, please read all of the Terms. If you don't agree to all of the Terms below, please do not use the Service. Also, if a term does not make sense to you, please let us know by e-mailing support@joggr.ai .

Changes to these Terms

We reserve the right to modify these Terms at any time. For instance, we may need to change these Terms if we come out with a new feature or for some other reason.

Whenever we make changes to these Terms, the changes are effective 30 days after we post such revised Terms (indicated by revising the date at the top of these Terms) or upon your acceptance if we provide a mechanism for your immediate acceptance of the revised Terms (such as a click-through confirmation or acceptance button). It is your responsibility to check https://www.joggr.ai for changes to these Terms.

If you continue to use the Service after the revised Terms go into effect, then you have accepted the changes to these Terms.

Third-Party Services

From time to time, we may provide you with links to third-party websites or services that we do not own or control. Your use of the Service may also include the use of applications that are developed or owned by a third party. Your use of such third-party applications, websites, and services is governed by that party's own terms of service or privacy policies. We encourage you to read the terms and conditions and privacy policy of any third-party application, website or service that you visit or use.

Creating Accounts

When you create an account or use another service to log in to the Service, you agree to maintain the security of your password and accept all risks of unauthorized access to any data or other information you provide to the Service.

If you discover or suspect any Service security breaches, please let us know as soon as possible.

If you are creating an account on behalf of a company, you represent that you have the authority to bind that company to these Terms. If you are an individual, you represent that you are at least 18 years of age (or older if required under applicable law to enter into these Terms).

Your Content & Conduct

You are responsible for the content that you make available to the Service, including its legality, reliability, and appropriateness.

When you post, link or otherwise make available content to the Service, you grant us the right and license to use, reproduce, modify, publicly perform, publicly display and distribute your content on or through the Service. We may format your content for display throughout the Service, but we will not edit or revise the substance of your content itself.

Aside from our limited right to your content, you retain all of your rights to the content you post, link and otherwise make available on or through the Service.

You can remove the content that you posted by deleting it. Once you delete your content, it will not appear on the Service, but copies of your deleted content may remain in our system or backups for some period of time.

You may not post, link and otherwise make available on or through the Service any of the following:

• Content that is libelous, defamatory, bigoted, fraudulent or deceptive;
• Content that is illegal or unlawful, that would otherwise create liability;
• Content that may infringe or violate any patent, trademark, trade secret, copyright, right of privacy, right of publicity or other intellectual or other right of any party;
• Mass or repeated promotions, political campaigning or commercial messages directed at users who do not follow you (SPAM);
• Private information of any third party (e.g., addresses, phone numbers, email addresses, Social Security numbers and credit card numbers); and
• Viruses, corrupted data or other harmful, disruptive or destructive files or code.

Also, you agree that you will not do any of the following in connection with the Service or other users:

1. Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service or that could damage, disable, overburden or impair the functioning of the Service;
2. Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
3. Collect any personal information about other users, or intimidate, threaten, stalk or otherwise harass other users of the Service;
4. Create an account or post any content if you are not over 18 years of age;
5. Circumvent or attempt to circumvent any filtering, security measures, rate limits or other features designed to protect the Service, users of the Service, or third parties.

Confidentiality

Definition. “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including all copies thereof. Confidential Information of Customer includes Customer Data. Confidential Information of Joggr includes the Service (including its software and content, other than Customer Data).

However, Confidential Information will not include any information that: (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reliance on the Confidential Information of the Disclosing Party.

Protection. The Receiving Party will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose other than to perform obligations or exercise rights under these Terms; and (c) limit access to Confidential Information of the Disclosing Party to those of the Receiving Party’s employees, contractors, and agents who need such access for purposes consistent with these Terms and who are subject to confidentiality obligations at least as restrictive as those herein. The Receiving Party will provide prompt written notice to the Disclosing Party of any unauthorized use or disclosure of Confidential Information. Upon request of the Disclosing Party following termination of these Terms, the Receiving Party will promptly return, or at the Disclosing Party’s option destroy, any Confidential Information in its possession or control.

Compelled Disclosure. The Receiving Party may disclose Confidential Information if compelled by law, provided it gives prior notice (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.

Proprietary Rights

Joggr Property. Subject to the limited rights expressly granted to Customer under these Terms, Joggr reserves and retains all rights, title, and interest in and to the Service, including all modifications, derivative works, upgrades, and updates thereto, and all related intellectual property rights. If Customer or any Authorized User provides Joggr any feedback or suggestions regarding the Service, Customer grants Joggr an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use such feedback or suggestions for any purpose without obligation or compensation.

Customer Data. Customer grants to Joggr a worldwide, non-exclusive, limited term license to access, use, copy, distribute, perform, and display Customer Data, and provide necessary access to third-party service providers acting on Joggr’s behalf, only: (a) to provide, maintain, and update the Service; (b) to prevent or address service or technical problems or at Customer's request in connection with support matters; (c) as compelled by law; or (d) as expressly permitted in writing by Customer. Subject to the limited licenses granted herein, Joggr acquires no right, title, or interest in or to Customer Data.

De-identified Data. Customer acknowledges and agrees that Joggr may, during and after the term, collect, use and analyze de-identified information derived from Customer Data (“De-identified Data”) for Joggr’s lawful business purposes, including to improve and enhance the Service. Joggr may disclose De-identified Data solely in aggregate or anonymized form in connection with its business.

Representations, Warranties, and Disclaimers

Mutual Representations. If Customer is an entity, it represents that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction, and that the individual accepting these Terms on its behalf has authority to bind it.

Joggr Warranties. Joggr warrants that the Service will perform materially in accordance with the applicable Documentation.

Customer Warranty. Customer warrants that it has obtained and will maintain all rights, consents, and permissions necessary for Customer Data to be made available to Joggr for its use as contemplated herein.

Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION, THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND JOGGR EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. JOGGR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

Indemnification

Joggr Indemnification. Joggr will defend Customer from any third-party claim alleging that use of the Service as permitted hereunder infringes or misappropriates such third party’s intellectual property rights, and will indemnify Customer for damages and reasonable attorneys’ fees finally awarded, except to the extent the claim arises from: (a) Customer Data; (b) Customer’s or its users’ negligence, misconduct, or breach of these Terms; or (c) modification or combination of the Service not performed or approved by Joggr.

Customer Indemnification. Customer will defend Joggr from any third-party claim alleging that Customer Data infringes, misappropriates, or violates rights of another, or that Customer’s particular use of the Service violates law, and will indemnify Joggr for damages and reasonable attorneys’ fees finally awarded, except to the extent the claim arises from Joggr’s negligence, misconduct, or breach of these Terms.

Procedures. The indemnified party must provide prompt notice, allow the indemnifying party control of the defense, and cooperate reasonably. The indemnifying party may not settle without the indemnified party’s prior written consent.

Exclusive Remedy. This indemnification section states each party’s sole liability, and the other party’s exclusive remedy, for the claims described herein.

Limitation of Liability

Exclusion of Certain Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR ANY LOST PROFITS OR REVENUES, WHETHER OR NOT ADVISED OF THE POSSIBILITY, ARISING OUT OF THESE TERMS OR THE SERVICE.

Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AGGREGATE LIABILITY RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO JOGGR IN THE 12 MONTHS PRECEDING THE FIRST CLAIM.

Excluded Claims. For purposes of this section, “Excluded Claims” means: (a) Customer’s violation of Joggr’s intellectual property rights, (b) Customer’s payment obligations, (c) either party’s indemnification obligations, (d) breach of confidentiality obligations, or (e) willful misconduct. Joggr’s aggregate liability for Excluded Claims will not exceed three times (3×) the general liability cap.

Scope. These limitations apply to all legal theories, whether in contract, tort, or otherwise, and reflect the allocation of risk between the parties.

Payment of Fees

If you choose to buy a paid Joggr plan, you agree to pay fees in accordance with the applicable pricing plan. Customer will pay Company the fees described in invoices issued for access to the Service. Payment terms will be included in each invoice. If Customer’s use of the Service exceeds the agreed usage limits, Customer will be billed for such excess usage. Company may change fees or introduce new charges with 30 days’ prior notice.

Unpaid amounts may accrue interest at 1.5% per month (or the maximum permitted by law), plus collection costs, and may result in suspension of Service. Customer is responsible for all taxes other than Company’s income taxes.

Refund Policy

Joggr maintains a no-refund policy for all payments made for our products and services, except to the extent required by law. Refunds may be considered in extraordinary circumstances, solely at Joggr's discretion, and will exclude non-recoverable transaction fees.

Termination

If you breach these Terms, Joggr may suspend or disable your access to or use of the Service.

Miscellaneous

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms remain in full force and effect. These Terms are not assignable by Customer without Company’s prior written consent. Company may assign its rights or obligations without consent. These Terms constitute the entire agreement between the parties with respect to their subject matter and supersede prior agreements. No agency, partnership, or employment is created by these Terms. In any action to enforce rights under these Terms, the prevailing party will be entitled to recover attorneys’ fees. All notices must be in writing and are deemed given when received by recognized overnight delivery service, email with confirmation, or certified mail. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules.

Governing Law and Dispute Resolution

You expressly agree that exclusive jurisdiction for any dispute relating to the Service or these Terms resides in the courts of the State of New York, County of New York, and you consent to personal jurisdiction there. You further agree not to commence any class action, class arbitration, or other representative proceeding against Joggr.

Feedback

When you provide us feedback, comments or suggestions about the Service or these Terms, you irrevocably assign to us all of your right, title, and interest in and to such feedback.

Contact Information

Questions or comments about the Service may be directed to support@joggr.ai