Terms of Service


Last Updated: September 20, 2017

The following terms govern all use of the Jottful website, including all subdomains thereof ("the Services"). The Services are offered subject to your acceptance without modification of all the terms, conditions and all other operating rules, policies (including Jottful’s Privacy Policy) and procedures that may be published here from time to time by Jottful (collectively, the "Terms").

PLEASE READ THIS AGREEMENT CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE SERVICES.

If you register for a free trial of the Services, the applicable provisions of these Terms will also govern that free trial.

The Services are made available to an entity, such as a business (the “Customer”). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

To accept these Terms, you must have the legal capacity to do so. In the case of an individual, you must be at least 13 years of age or have valid authorization from your legal representative or custodian. If you are acting on behalf of a legal entity, the entity must be duly incorporated and in good standing.

Jottful reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes here or through the Services. Please check these Terms periodically for changes. Your continued use of the Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. The resolution of any dispute that arises between you and Jottful will be governed by the Terms in effect at the time such dispute arose.

Jottful may, in its sole discretion, elect to suspend or terminate access to, or use of the Services to anyone who violates these Terms.

The original language of these Terms is English. Jottful may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.


1.0 YOUR ACCOUNT AND USERS

1.1 Definitions. Each Customer may have only one Account. Persons associated with, and also provided any level of access to, the Account are Users. If several persons need to use an Account on behalf of Customer, Customer must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms. A User may be associated with multiple Customers and Accounts. Deleting a User from one Account will not remove the User from the Services if that User is connected to multiple Accounts. The Customer and any User associated with an Account must provide Jottful with true, accurate, current, and complete information about the Customer, Users or Account and keep it up to date.

1.2 Admins. If Customer has designated Users and granted them Admin authorization, such Users will be deemed to be authorized to act on behalf of Customer when using the Account. Jottful is not responsible for verifying the right of representation or validity of authorization of any User. However, Jottful may ask additional information or proof of the person’s credentials.

 

2.0 YOUR DATA

2.1 Protection of Your Data. Jottful will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Account’s data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through the Services (collectively, the “Data”). Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of the Data by Jottful personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law, or (c) as you expressly permit in writing. While we will make commercially reasonable attempts to back up all the Data, in the event of recovery from disaster, you may have to reconfigure the Services to get the Data back to the state they were in before the outage.

2.2 Rights to Your Data. You are responsible for ensuring that all Users associated with the Account have the necessary rights to access and use the Data. Your Users may do a number of things with the Data, for example, copy it, modify it, re-share it, or broadcast it. Jottful has no responsibility for that activity. You understand that publishing the Data using the Services is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization. You will retain all right, title and interest in and to the Data in the form provided to Jottful. You grant Jottful a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify, and create derivative works of the Data, in each case solely to the extent necessary to provide the Services to you. An Account may, in certain circumstances, allow Jottful to expose the Data to other companies and individuals for training and marketing purposes.

2.3. Rights to Jottful Data. In instances where Jottful provides Data, such as photography for example, Jottful will retain all rights to said Data.

2.4 Prohibited Data. In the event Jottful believes in its sole discretion the Data violates applicable laws, rules or regulations or these Terms, Jottful may (but has no obligation), to remove such Data at any time with or without notice.

2.5 Compelled Disclosure. Jottful may disclose an Account’s confidential information to the extent compelled by law to do so. In such instance, Jottful will use commercially reasonable efforts to provide Account with prior notice of the compelled disclosure (to the extent legally permitted) and Account shall provide reasonable assistance, at its cost, if Account wishes to contest the disclosure. If Jottful is compelled by law to disclose Account’s confidential information as part of a civil proceeding to which Jottful is a party, and Account is not contesting the disclosure, Account will reimburse Jottful for its reasonable cost of compiling and providing secure access to that confidential information.

 

3.0 THE SERVICES

3.1 Use of the Services. Subject to these Terms, and the payment of the applicable fees, Jottful grants Customer and its authorized Users a non-exclusive, non-transferable, non-sub-licensable license to use the Services to:

  1. collect, store, modify and delete Account Data;

  2. add, modify and delete Users;

  3. customize the standard features of the Services;

  4. receive reasonable help and guidance and from Jottful regarding the use of the Services.

3.2 Availability of, and Access to, the Services. Jottful will attempt to provide continuous availability and access to Services. In the event that we are unable to provide access for reasons beyond our control, we will communicate the reasons for the outage and expected duration of the outage clearly and explicitly to you. These outages could be due to third parties that the service depends on, such as Amazon AWS, A2Hosting or other third-party service providers, or circumstances beyond Jottful’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

Jottful’s Services are hosted by third-party hosting service providers. Jottful and its third-party service providers have implemented and maintain commercially reasonable technical and organizational security measures designed to meet the following objectives: (a) ensure the security and confidentiality of your data in Jottful and/or its third-party service providers’ custody and control; (b) protect against anticipated threats or hazards to the security or integrity of your data; (c) protect against unauthorized access to or use of your data; (d) encrypt your data during transmission by Jottful and its third-party service providers and when being uploaded by you for use in connection with the Services using an https connection; and (e) ensure that Jottful’s return or disposal of your data is performed in a manner consistent with the foregoing. However, Jottful cannot guarantee that unauthorized third parties will never be able to defeat those measures to access your data for improper purposes. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, confidential information and property.

3.3 Modifications to the Services. Jottful may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content, and the development of new Services. Jottful may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. As applicable, Account may be notified of such modifications when logging in to the Services. Modifications, including change in applicable rates for the Services, will become effective thirty (30) days before the effective date of such modification.

If the Customer does not accept a modification, including a change in applicable fees, the Customer shall notify Jottful before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Customer’s continued use of the Services, or any part or element thereof, after effective date of modifications shall indicate its consent to the modifications. Jottful shall not be liable to the Customer or to any third person for any modification, suspension or discontinuance of the Services, or any part or element thereof.

3.4 Technical Support. Jottful shall provide reasonable technical support to the Customer and its authorized Users at the reasonable request of the Customer. Jottful shall respond to enquiries of support from a Customer utilizing the contacts set forth below as soon as reasonably possible.

The contacts for all enquiries of support are:

  1. built-in notification application within the Services,

  2. e-mail: contact@jottful.com

3.5 Plans and Fees. The use of an Account is subject to a Fee. Upon sign-up for an Account, the Customer must select a Plan. Different rates apply to different Plans. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Customer did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval. If, after signing up, Customer elects to upgrade to a more expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the more expensive Plan. All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Customer is solely responsible for the payment of such taxes, levies or duties.

3.6 Changing Plans. Any Customer has the right to change a current Plan at any time by selecting a new Plan among the collection of Plans determined by Jottful. In such an event, the Customer’s credit card on file with Jottful will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan. Downgrading of the current Plan may cause the loss of features or capacity of the Account, as well as the loss of Customer Data.

3.7 Free Trial. A new Customer may be entitled to a Free Trial. If the period of Free Trial has expired, the Account will be automatically deactivated unless the Customer has selected or selects a suitable Plan and pays the first Fee. If the Customer does not pay the first Fee within 2 weeks as of the expiry of the Free Trial, Jottful has the right to permanently delete the Account, including all Data therein.

3.8 Termination of Account. Customer may terminate these Terms at any time as provided in Section 16. Jottful shall permanently delete the Account as soon as reasonably practicable after the effective date of the termination. Jottful may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate these Terms or your Jottful account, you may simply discontinue using the Services. If the Account is terminated by the Customer, Jottful has no responsibility to return Data to the Customer. If the Account is terminated by Jottful, Jotfful will return Customer-provided Data as soon as reasonably practicable after the effective date of the termination and in a format of Jottful’s choosing.

 

4.0 WARRANTIES

4.1 No Guarantee of Accuracy. Jottful does not guarantee any accuracy with respect to any information contained in any of your Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Services. You understand that all information contained in your Data is the sole responsibility of the person from whom such Data originated. This means that the Account, and not Jottful, is entirely responsible for all Data that is uploaded, posted, transmitted, or otherwise made available through the Services, as well as for any actions taken by Users as a result of such Data.

4.2 Disclaimer. The Services are provided “as is.” Jottful and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Jottful nor its suppliers and licensors, makes any warranty that the Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Services at your own discretion and risk.

4.3 Security. In no event will Jottful, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Jottful under this agreement during the twelve (12) month period prior to the cause of action. Jottful shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.


 

5.0 RESTRICTIONS

You may not, nor permit anyone else to, directly or indirectly: (i) remove Jottful branding or links to Jottful web pages from the Services (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) modify or create derivatives of any part of the Services; (iv) rent, lease, or use the Services for timesharing or service bureau purposes; or (v) remove or obscure any proprietary notices on the Services. As between the parties, Company shall own all title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof.

User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Jottful server, or to any of the Services offered on or through the Service, by hacking, password "mining,” or any other illegitimate means.

User shall not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service.

User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or Jottful’s systems or networks, or any systems or networks connected to the Service or to Jottful.

User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person's use of the Service.

User shall not use the Service or any Data for any purpose that is unlawful or prohibited by this Agreement.


 

6.0 PAYMENT OF FEES

You agree to pay Jottful the applicable Fees indicated for the Services. Unless expressly indicated otherwise, payments will be charged on the day you sign up for a subscription or contract with Jottful to provide any of the Services and will cover the use of that Service for a monthly, quarterly, or annual period as indicated. Fees are not refundable, including when the Services are teminated in the middle of a billing cycle.

You authorize such credit card account to pay any Fees described herein, and authorize Jottful to charge all sums described in these Terms to such credit card account. You agree to provide Jottful updated information regarding your credit card account upon Jottful’s request and any time the information earlier provided is no longer valid.

 

7.0 PRIVACY

Jottful's current privacy policy (the "Privacy Policy"), is available at jottful.com/privacy and is incorporated by this reference. Jottful strongly recommends that you review the Privacy Policy closely.

 

8.0 LIMITATION OF LIABILITY

8.1 No Liability. Jottful shall not be liable to the Customer or User for any consequences resulting from:

  1. any modifications in these Terms, calculation and rates of Fees, the Jottful Services, Jottful Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Jottful Services or Jottful Material;

  2. deletion of, corruption of, or failure to store any Customer Data;

  3. use of Customer Data by the Customer or any of the Users associated with the Account;

  4. upgrading or downgrading the current Plan;

  5. any disclosure, loss or unauthorized use of the login credentials of Customer or any authorized User due to Customer’s failure to keep them confidential;

  6. the Customer’s use of the Account or the Jottful Services by means of browsers other than those accepted or supported by Jottful;

  7. the application of any remedies against the Customer or authorized Users by Jottful, for example if the Customer or User has committed a crime or conducted a breach of applicable law by using the Jottful Services or any part or element thereof;

  8. the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Jottful Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;

  9. Jottful’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Jottful and its affiliates shall not be liable to the Customer for any claim by any User, person, Organization or third persons against the Customer arising out of the Customer’s failure to:

  1. provide Jottful with accurate information about the Customer, Users or Account;

  2. notify Jottful of any reasons due to which a User does not have the right to use the Account on behalf of the Customer;

  3. provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of Jottful’s negligence, breach if these Terms or otherwise);

  4. ensure the lawfulness of the Customer Data;

  5. obtain the necessary rights to use the Customer Data; or

  6. abide by any of the restrictions described in these Terms.

8.2 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PIPEDRIVE AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE PIPEDRIVE SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.

 

9.0 GENERAL PROVISIONS

9.1 Indemnification. You agree to indemnify and hold harmless Jottful, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Services, including but not limited to out of your violation this Agreement.

9.2 Jottful’s Intellectual Property Rights in the Jottful Services. The Jottful Services, Jottful Materials, Jottful trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Jottful and its third party vendors and hosting partners. Jottful Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Jottful, its affiliates and licensors retains all right, title and interest in such Jottful Services, Jottful Materials, Jottful trade names and trademarks, and any parts or elements. Your use of the Jottful Services and Jottful Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Jottful Materials is strictly prohibited unless you have received the express prior written permission from Jottful or the otherwise applicable rights holder. Jottful reserves all rights to the Jottful Services, Jottful Materials and Jottful trade names and trademarks not expressly granted in the Terms.

9.3 Feedback. If Customer or a User provides Jottfuls with any comments, bug reports, feedback, or modifications for the Jottful Services (“Feedback”), Jottful shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Jottful Services. Customer or User (as applicable) hereby grants Jottful a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.

9.4 Third-Party Sites, Products and Services. The Jottful Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Customers. Jottful does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Jottful makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

Any content referred to as community provided is provided by third parties and not developed or maintained by Jottful. By using any community marked code or libraries in your software development, you acknowledge and agree that Jottful is not in any way responsible for the performance or damages caused by such community provided code or library.

9.5 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

9.6 Governing Law and Jurisdiction. In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth below.

Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in Ann Arbor, Michigan, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in Ann Arbor, Michigan. Use of the Jottful Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.

We each agree that we shall bring any dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.

If any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.

Notwithstanding the foregoing, you and Jottful agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.

9.7 Relationship of the Parties. The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Customer and either Jottful, and the Customer shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

9.8 Severability. If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

9.9 Assignment. Customer may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Jottful’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Customer, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Customer, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Customer, or its permitted successive assignees or transferees.

9.10 No Waiver. Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

9.11 Notices. Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.