The Jones Agency, Inc. (Jones), is the owner and operator of the www.getjones.com (Website) and other products and services included therein (the technology through which these products and services are made available shall be collectively referred to as Jones Platform)

These Terms and Conditions (Jones Terms and Conditions) govern the use of Jones Platform together with the terms of an order form (if executed with you). Any use or attempt to use any of Jones Platform constitutes your agreement to Jones Terms and Conditions. If you do not agree to Jones Terms and Conditions, do not use the Jones Platform, and if you have registered, you must cease taking any action there through.

The use of the Jones Platform is also subject to the Jones Privacy Policy available here (Privacy Policy), which forms an integral part of these Jones Terms and Conditions. The Privacy Policy outlines how Jones collects, processes and protects personal information. By accepting these Jones Terms and Conditions, you also acknowledge and agree to the Privacy Policy. The Privacy Policy together with the Jones Terms and Conditions shall be referred to as Jones Terms.

1. If an order form has been made by and between you and Jones (Order Form), such Order Form shall be deemed an integral part of the Jones Terms and Conditions and accordingly the term Jones Terms and Conditions shall refer to this document, the Privacy Policy and the Order Form. Definitions.

1.1. Active Resource means a profile of an individual (e.g., employee, contractor, freelancer, partner) on the Platform that has a status as an Active Resource (as set by Client subject to limitations set forth in the Order Form or otherwise by Jones).

1.2. Clients means either (i) Real estate property management companies, that sometimes also own the property or (ii) Construction Companies, for their ongoing projects.

1.3. Client Data means all data and other content provided by Client to Jones in connection with using the Service.

1.4. Insurance Brokers meansentities who issue certificates of insurance (COIs) and policy copies for Vendors, and who upload them to Jones themselves.

1.5. Platform means the platform provided by Jones to Client as part of the Service to view and export Client Data, including all software, interfaces, tools, utilities, templates, forms, and other technologies (and any related intellectual property) relating thereto, excluding Client Data.

1.6. Service means the products and services made available through Jones Platform.

1.7. VendorsSuppliers or service providers such as electricians, plumbers, movers, cleaning companies, etc. and subcontractors in the construction industry.
Vendor Data means all data and other content provided by Vendors to Jones in connection with using the Service.
User any person or entity interacting with the Website or the Platform, including without limitation any Vendor and/or Client.

1.8. Use Data means all data and other content provided by Users to Jones in connection with using the Website or Platform or Service, including without limitation any Vendor Data or Client Data.

2. Jones Service.

The description of the services and products delivered by Jones in these Jones Terms and Conditions is a general description and is not binding. Only the services and products described in the Order Form are binding upon Jones.

2.1. Service. Jones helps property management and construction companies reduce insurance risk across every property, project, and application. As part of our core service, Jones collects, reviews and stores information about Vendors and tenants for the purpose of automated insurance document management. We offer solutions that often require the collection of certificates of insurance (COIs) and insurance policies from the Vendors to share them with Jones’ clients or to share the information extracted from such COIs, including without limitation the tracking and management of the COIs, vetting vendors, sharing insurance data of vendors (including without limitation the review of such data through the use of manual and/or automatic mechanisms with commercially reasonable effort), improving compliance and accelerating projects related to the foregoing.

2.2. Jones’ Clients areof two main types –

2.2.1. real estate property management companies that sometimes own the property (i.e. office buildings, residential buildings, retail centers, medical centers, industrial properties, warehouses, etc.)

2.2.2. Construction companies for their ongoing projects.

Most Clients use the services of Jones for multiple physical locations in their Jones account.

2.3. Jones’ Vendors are usually suppliers or service providers such as electricians, plumbers, movers, cleaning companies, etc. Vendors may also include subcontractors in the construction industry.

2.4. Subject to Jones Terms, Jones will use commercially reasonable efforts to implement and operate the Service.

2.5. Subject to the Jones Terms, Jones grants Client during the Term, a non-exclusive license to access and use the Service available to it solely for Client’s internal business purposes. The License is limited up to the number of Active Resources approved per its subscription. License per Client is (a) for certain Asset/s; or (b) for a certain number of vendors, as such are detailed in the Order Form or otherwise restricted in the Platform.

2.6. Subject to the Jones Terms, Jones grants each Vendor a non-exclusive license to access the Service solely to upload Vendor’s Data to be shared with other Users, until such function is revoked by Jones at its sole discretion.

2.7. Jones allows Clients to enter the name and email address of a contact and send them a request through Jones’ system to provide their COIs and full policy copies thus helping Clients meet insurance requirements and ensure compliance for work on their property.

2.8. Jones also allows for extra features and capabilities through “The Jones Network” which is a system of Vendor records that can benefit other Clients interested in working with such Vendors. The Jones Network enables its Users to find Vendors that have already interacted with Jones, thus revealing details about them. Jones may reach out to existing Vendors in Jones’ data pool and ask them to share their “global” COIs, offering Clients better exposure and allows users to view the COIs even if the Vendor hasn’t worked on their properties yet.

2.9. Another feature Jones offers is a tool for the pre-qualifying of Vendors in The Jones Network enabling Jones to provide a list of Vendor data to the Clients through Third Party Content (as defined below) such as AirTable.

2.10. Access and Account Setup. Jones will provide Client with access privileges that permit Client to access and manage the Service and access Client Data and other related data. As part of the implementation process, Client will identify an administrative username and password that will be used to set up Client’s account. Clients may use the administrative username and password to create Active Resources (each with unique login IDs and passwords). Client shall be responsible for the acts or omissions of any person who accesses the Service using passwords or access procedures provided to or created by Client.

2.11. Client Data. The parties shall work together as mutually agreed to enter initial Active Resource information and Client Data into the Platform. Following such initial implementation, Client will be responsible for entering Active Resource information and Client Data into the Platform. Clientshave the ability to add, modify or delete Active Resources from the Service. Deleted Active Resources shall not count toward the total number of Active Resources on the Service. Client hereby grants Jones a worldwide, non-exclusive, royalty-free, fully paid, license to use, copy, access, process, reproduce, perform, display, modify, distribute and transmit the Client Data on the Platform and in connection with the Service. Client agrees that (a) the quality of the Service and the Platform depend on the uploading or other provisioning of the Client Data into the Platform and (b) Jones will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the Client Data entered by Client.

2.12. Vendor Data

2.12.1. Jones may also reach out to existing Vendors or Vendors who have interacted with Jones and ask them to share their global certificates of insurance and view relevant details about them. Vendor data shared with Clients include such certificates of insurance, signed agreements and contracts requested by Clients based on their own document templates, W-9 Tax documents, and waiver request documents if a Vendor submits such waiver for one or more gaps and deficiencies in their insurance coverage.It will be reviewed by Jones against the Client’s insurance requirement, including without limitation using manual and/or automatic mechanisms, all with commercially reasonable effort. In addition Jones may share the Vendor’s name, DBA (doing business as), company address, contact details, and policy files of the Vendors. Jones may also request Insurer names from Vendors, NAIC numbers, policy limits and endorsements, ratings, any other information regarding Vendor’s trade and services, service area and hours, company logos, Google ratings and number of reviews. It is clarified that such information or any other information provided by third parties and not by Jones, or such use of the foregoing by User shall be at User’s sole risk and is provided on an “As Is” basis. Jones makes no warranty of any kind, ‎express ‎or implied, including, without limitation, any implied warranty regarding ‎the ‎accuracy, merchantability, up-to-date, non-infringement, ‎‎reliability, operability, error free, or fitness for a particular purpose, and/or ‎‎availability of such third-party information.

2.12.2. Vendor hereby grants Jones a worldwide, non-exclusive, royalty-free, fully paid, license to use, copy, access, process, reproduce, perform, modify, distribute and transmit the Vendor Data on the Platform and in connection with the Service. Each Vendor agrees that (a) the quality of the Service and the Platform depend on the uploading or other provisioning of the Vendor Data into the Platform and (b) Jones will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the Vendor Data entered by Vendor or collected in connection thereto from other sources.

2.13. All User Data (including without limitation, Client Data and Vendor Data) collected will be processed according to the Privacy Policy, please review the Privacy Policy for more information. The Privacy Policy applies to your use of any of Jones services and/or products, specifically the Jones Platform, and if you do not wish to be bound by the Privacy Policy, and thereby do not consent to the collection and use of your information in accordance with it, you must cease any use of the Jones Platform, Jones services and/or products immediately. By using the Jones Platform, you confirm that you have read, understood, and agree to the process of your information as we have outlined in this Privacy Policy.

2.14. Modifications. Jones reserves the right to modify or discontinue the Service (in whole or in part) at any time by giving ninety (90) days’ prior written notice to User.

2.15. Additional Terms. Jones reserves the exclusive right to provide any additional data, services and/or products or to delete and/or terminate services and/or products. Jones shall have the right to provide for additional terms to govern such future services and/or products (“Additional Terms”), unless stated otherwise in the Additional Terms. The Jones Terms and Conditions shall apply to the Additional Terms and be an integral part herein without derogating from the Additional Terms.

2.16. Feedback. All User (a) suggestions for correction, change or modification to the Platform or Service, (b) evaluation data, (c) evaluations, (d) benchmark tests, and (d) other feedback, information and reports provided to Jones hereunder (collectively, Feedback), will be the property of Jones and User shall and hereby does assign any rights in such Feedback to Jones. User agrees to assist Jones, at Jones’s expense, in obtaining intellectual property protection for such Feedback, as Jones may reasonably request.

3. SUPPORT & MAINTENANCE.

3.1. Support and Service Levels. Provided that User complies with the Jones Terms of Conditions, Jones will make commercially reasonable efforts to provide User with technical support and updates for the Platform and to meet the service levels it deems appropriate. Subject to User’s approval, User agrees that Jones will have the right to charge for any support service resulting from problems, errors or inquiries not related to the Service or Platform. Technical Support or Helpdesk will be available by phone and email during weekday office hours from 9:00 a.m. to 8:00 p.m. Eastern time, Monday to Friday, and on email during non-office hours (including weekends and US holidays). Jones, at its sole discretion, may plan scheduled maintenance which will be communicated by email to the User at least twenty-four (24) hours in advance with notice of how many hours of downtime are expected.

3.2. Limitations. Jones will not be responsible or liable for any failure in the Platform or Service resulting from or attributable to (a) User Data (including without limitation Client Data and/or Vendor Data), the loss thereof, or failures to deliver Client Data to Jones (b) failures in any telecommunications, network or other service or equipment outside of Jones’s facilities, (c) User’s or any third party’s products, services, negligence, acts or omissions, (d) any force majeure or other cause beyond Jones’s reasonable control, (e) scheduled maintenance in accordance with the terms herein, or (f) unauthorized access, breach of firewalls or other hacking by third parties.

4. PROPRIETARY RIGHTS.

4.1. Jones. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Jones (and its licensors) shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to the Service and Platform, all copies, modifications and derivative works thereof, and all Jones trademarks, names, logos, all rights to patent, copyright, trade secret and other proprietary or intellectual property rights.

4.2. Aggregate Data. User agrees that Jones is free to disclose aggregate measures of Service usage and performance, and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired during provision of the Service, including that it could have acquired performing the same or similar services for another User. User further agrees that Jones shall have the right (a) to create anonymized compilations and analyses of User Data that is combined with data from numerous other Users (“Aggregate Data“), and (b) to create reports, evaluations, benchmarking tests, studies, analyses and other work products from Aggregate Data (“Analyses“). Jones shall have exclusive ownership rights to, and the exclusive right to use and distribute, such Aggregate Data and Analyses for any purpose, including, but not limited to advertising, marketing, and promotion of networking opportunities to other Users, clients and/or prospective clients of the Service; provided, however, that Jones shall not distribute Aggregate Data and Analyses in a manner that is identifiable as Client Data.

4.3. Restrictions. Each User shall not directly or indirectly (a) create any service, software, documentation or data that is similar to any aspect of the Service or Platform, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Platform of Service, or the underlying ideas, algorithms or trade secrets therein, (c) encumber, sublicense, transfer, rent, lease, time-share or use the Service or Platform in any service bureau arrangement or otherwise for the benefit of any third party, (d) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Platform or Service, (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction or (f) permit any third party to engage in any of the foregoing proscribed acts.

4.4. The Platform and the information and/or data therein (including Confidential Information, User Data etc.) may not be scanned, copied, accessed, crawled or otherwise copied or made available to any other person, organization, software or machine. Specifically, the aforesaid may not be used to train any software of model.

5. CONFIDENTIALITY.

5.1. Definition. Business, technical and financial information, including without limitation, the Platform, the Service and User and all software, source code, inventions, algorithms, know-how and ideas and the terms and conditions of these Jones Terms and Conditions, that is designated in writing as confidential, or is disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed, shall be the confidential property of Jones and its licensors (Confidential Information). .

5.2. Confidentiality. Except for the specific rights granted by these Jones Terms and Conditions, the receiving party (Users (including without limitation, Clients and/or Vendors), etc.) shall not access, use or disclose any of the disclosing Jones’s Confidential Information without its written consent, and shall use at least the standard of care used to protect its own Confidential Information, but not less than reasonable care to protect the Confidential Information, including ensuring that its employees and contractors with access to such Confidential Information (a) have a need to know for the purposes of these Jones Terms and Conditions and (b) have been apprised of and agree to restrictions at least as protective of the disclosing party’s Confidential Information as these Jones Terms and Conditions. The receiving party shall be responsible for any breach of confidentiality by its employees and contractors. The receiving party may disclose only the general nature, but not the specific terms, of these Jones Terms and Conditions without the prior consent of the other party; provided that either party may provide a copy of these Jones Terms and Conditions or otherwise disclose its terms in connection with any legal or regulatory requirement, financing transaction or due diligence inquiry.

5.3. Return of Confidential Information. Except as expressly allowed herein, promptly after any termination of these Jones Terms and Conditions (or at the disclosing party’s request at any other time), the receiving party shall return all the other’s tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom.

6. PAYMENTS.

6.1. Fees. Each Client shall pay Jones all amounts indicated in the applicable Order Form (collectively “Fees”). These may include among others – Implementation Services Fees (Implementation Services Fees) Professional Service fees (Professional Services Fees) and Subscription Services fees (Subscription Services Fees).

6.2. Implementation Services Fees. The Set-Up Fees shall be a one-time charge for implementation of the Service. Any Professional Services Fees being charged will be outlined in the Order Form.

6.3. Subscription Services Fees. Recurring Software-as-a-Service fees will be charged according to the pricing structure outlined in the Order Form.
Professional Services Fees. Costs related to services provided by Jones personnel.

6.4. The Order Form may include a description of pricing structure, services included for the Client as part of the operator scope and the different type of subscription services offered.

6.5. Taxes. All payments required by these Jones Terms and Conditions are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value-added taxes), and Client agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon Jones’s net income.

6.6. Adjustments to Fees During Contract Term.

6.6.1. During the term of the agreement, if the Client’s Subscription Services Fees are on a per-record basis, there are two (2) scenarios under which the contract fees may be adjusted. 1) Every 6 months the Record Count on the Jones platform will be reviewed. If the Record Count on Jones during the contract term exceeds the Record Count allotted in the order form, the Client will be billed for the excess records on a pro-rata basis for the remainder of the then-current contract period. 2) At the end of each contract period the Record Count can be reviewed. Clients can then increase or decrease the Record Count allotment as needed.

6.6.2. During the term of the agreement, if the Client’s Subscription Services Fees are on a per property or project basis, there are two (2) scenarios under which the contract fees may be adjusted. 1) In the event that a client acquires or wishes to add additional assets or projects. Those assets/projects may be added to Jones with written notice to Jones from Client. Those assets/projects will be added under the then-current rates outlined in the order form and will be prorated for the remainder of the billing period. 2) In the event of an asset disposition or project completion. Those assets/projects may be removed from the then-current order form and from the Jones platform with written notice to Jones from the Client. Any changes to the Order Form will be reflected in the Client’s next invoice. Jones is under no obligation to maintain compliance or records for any assets or projects that the Client has removed from their Order Form.

6.6.3. Amounts to be paid according to the aforesaid adjustment mechanisms shall be deemed as Fees and paid according to the terms of these Jones Terms and Conditions.

6.7. Fees are non-refundable, and all amounts are due and payable upon receipt of the invoice.

6.8. All numbers for billing and payment purposes shall be based on Jones’s reporting system. The parties agree that Jones’s reports will be deemed as sole and decisive evidence with respect to amounts owed hereunder.

6.9. Fees shall be paid in U.S. dollars, according to the Payment Details provided in the Order Form.

7. LIMITED WARRANTY AND DISCLAIMERS.

7.1. General. Each party represents and warrants that: (a) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into these Jones Terms and Conditions and to perform its obligations hereunder; (b) these Jones Terms and Conditions is legally binding upon it and enforceable in accordance with its terms; and (c) the execution, delivery and performance of these Jones Terms and Conditions does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.

7.2. User. User (including without limitation Clients and/or Vendors) represents and warrants to Jones that User owns all rights, title and interest in and to the User Data (including without limitation Client Data and/or Vendor Data), or that User has otherwise secured all necessary rights in the User Data as may be necessary to permit the access, use and distribution thereof as contemplated by these Jones Terms and Conditions.

7.3. Third Parties

7.3.1. The Services depend on third parties assisting Jones in providing these services (“Service Providers“). For example, Jones Platform depends on software and service providers like external hosting service providers, internet infrastructure providers and more. Each User acknowledges that there may be delays and/or disruptions in availability of Services due to reasons related to these Service Providers.

7.3.2. Third Party Content

a. Some of the Services may contain links and/or references to external content of third parties or use external services or data resources (“Third Party Content“). Jones does not control these contents and/or services and/or products offered therein. The existence of Third-Party Content in Services does not indicate Jones’s agreement with their content and does not guarantee their reliability, currentness and legality. Third Party Content may be subject to terms, documents, agreements and policies (such as privacy policies) different from those of Jones. Jones is not responsible for the practices of third parties providing Third Party Content and it is clarified that the User may find these contents unsuitable for their needs, or object to their content, find them offensive, irritating, inappropriate, illegal or immoral.

b. Jones is not responsible for any Third-Party Content to which links lead and is not responsible for any consequence resulting from their use or reliance upon them, and releases, finally, irrevocably and absolutely, Jones Parties from any damage, liability and/or responsibility regarding the above and waives any claim regarding the above.

7.4. Disclaimers. EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, JONES HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, RELIABILITY, THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

7.5. IT IS CLARIFIED THAT ANY USER DATA (INCLUDING WITHOUT ANY LIMITATION ANY COI(S) PROVIDED BY VENDORS AND OTHER VENDOR DATA, CLIENT DATA AND THIRD PARTIES CONTENT), ARE NOT OWNED OR ENDORSED BY JONES AND JONES DOES NOT PROVIDE ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE COI(S) OR THE INFORMATION PRESENTED AND/OR EXTRACTED FROM THE COI(S) OR OTHER USER DATA AND/OR CLIENT DATA AND/OR VENDOR DATA AND/OR THIRD PARTIES CONTENT. USERS, CLIENTS AND/OR VENDORS SHALL NOT HOLD JONES LIABLE FOR ANY SUCH COI(S) OR INFORMATION PRESENTED AND/OR EXTRACTED FROM THE FOREGOING.

8. INDEMNIFICATION.

User agrees to defend Jones against any claim by a third party that is related to (a) Jones’s authorized use of any User Data, and/or (b) User’s breach of any representation, warranty, covenant or other agreement made herein. User undertakes to indemnify Jones for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) awarded and arising out of such claims.

9. LIMITATION OF LIABILITY.

9.1. IN NO EVENT SHALL JONES, ITS EMPLOYEES, OFFICERS, SERVICE PROVIDERS (JONES AND SUCH ENTITIES “JONES REPS“) BE LIABLE CONCERNING THE SUBJECT MATTER OF THESE JONES TERMS AND CONDITIONS, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) INTERRUPTION OF USE, LOSS OR INACCURACY OF DATA, LOSS OF, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL.

9.2. JONES REPS’ LIABILITY IN THE AGGREGATE SHALL NOT EXCEED (I) THE AMOUNTS PAID TO IT (IN THE CASE OF Jones) OR PAID AND PAYABLE BY IT (IN THE CASE OF USER) HEREUNDER DURING THE PREVIOUS TWELVE (12) MONTHS OR (II) $10,000, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE JONES TERMS AND CONDITIONS AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

10. TERM AND TERMINATION.

10.1. Term. Unless otherwise stated in the Clients’ associated Order Form(s), these Jones Terms and Conditions shall commence on the Effective Date and, unless earlier terminated as provided herein, shall continue for (1) years from the Effective Date, which term shall automatically renew for successive terms of one (1) year each, unless Client notifies Jones of its intent not to renew these Jones Terms and Conditions at least thirty (30) days prior to the end of the applicable term.

10.2. Termination. Unless otherwise stated in the Customer’s associated Order Form(s), these Jones Terms and Conditions may be earlier terminated by either party (a) if the other party materially breaches a provision of these Jones Terms and Conditions and fails to cure such breach within ninety (90) days after receiving written notice of such breach from the non-breaching party, or (b) immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party’s property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 90 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course.

10.3. Effects of Termination. Upon any expiration or termination of these Jones Terms and Conditions, all corresponding rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) shall survive and (b) the provisions of Sections ‎1 (Definitions), ‎4 (Proprietary Rights), 5 (Confidentiality), 6 (Payments) with respect to amount owed hereunder, 7 (Limited Warranty and Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), 11 (General Provisions) and this Section 10.3 shall survive

11. GENERAL PROVISIONS.

11.1. Entire Agreement. These Jones Terms and Conditions constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of these Jones Terms and Conditions (and all past dealing or industry custom). Any inconsistent or additional terms on any related purchase order, confirmation or similar form, even if signed by the parties hereafter, shall have no effect under these Jones Terms and Conditions.

11.2. Counterparts. These Jones Terms and Conditions may be executed in one or more counterparts, each of which shall be original, but taken together constituting one and the same instrument. Execution of a facsimile (e.g., .pdf or electronic signature) copy shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature.

11.3. Modification and Waiver. Jones may modify these Jones Terms and Conditions at any time by providing User notice of any such amendment, and User’s continued use of the Service following receipt of such notice will constitute User’s acceptance of the modification. No change, consent or waiver under these Jones Terms and Conditions will be binding on Jones unless made in writing and physically signed by an authorized representative of Jones. The failure of either party to enforce its rights under these Jones Terms and Conditions at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

11.4. Severability. If any provision of these Jones Terms and Conditions is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Jones Terms and Conditions will otherwise remain in full force and effect and enforceable.

11.5. Governing Law. These Jones Terms and Conditions shall be governed by and construed under the laws of the State of New York and the United States without regard to conflicts of laws provisions thereof. Exclusive jurisdiction and venue for actions related to these Jones Terms and Conditions will be the state and federal courts located in New York County, New York, and both parties consent to the jurisdiction of such courts with respect to any such actions.

11.6. Remedies. Except as specifically provided otherwise herein, each right and remedy in these Jones Terms and Conditions is in addition to any other right or remedy, at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Section 4 or 5, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.

11.7. Notices. Except as otherwise provided herein, all notices under these Jones Terms and Conditions will be in writing, in English and delivered to the parties at their respective addresses stated herein or at such other address designated by written notice. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile; the day after being sent, if sent for the next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested.

11.8. Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Jones Terms and Conditions (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.

11.9. Assignment. These Jones Terms and Conditions and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party’s written consent, not to be unreasonably withheld. However, without consent, Jones may assign these Jones Terms and Conditions to any successor to all or substantially all its business which concerns these Jones Terms and Conditions (whether by sale of assets or equity, merger, consolidation or otherwise). These Jones Terms and Conditions shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.

11.10. Independent Contractors. The parties shall be independent contractors under these Jones Terms and Conditions, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

12. Jones Payments Solution

12.1. Stripe. Payment processing services for accounts or vendors on Jones are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement” ). Services provided by Stripe are Third Party Content. By agreeing to these terms or continuing to operate as accounts or vendors on Jones, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Jones enabling payment processing services through Stripe, you agree to provide Jones accurate and complete information about you and your business, and you authorize Jones to share it and transaction information related to your use of the payment processing services provided by Stripe.

12.2. Refunds. All payments made through our Services are processed via our third-party payment processing service, Stripe. As such, all payments made are treated as final and non-refundable within our platform. All payments made in error should be rectified in accordance with Stripe’s Services Agreement available at Stripe Services agreement – United States.