1. Introduction, Use of MarketPlace and Acceptance of MarketPlace terms
1.1. The Jadu MarketPlace ("MarketPlace") is operated by Jadu Limited ('Jadu'). Your use of MarketPlace is governed by a legal agreement between you and Jadu consisting of these MarketPlace Terms of Service ("Terms").
1.2. You may use MarketPlace to browse, locate, download, or purchase Products including, but not limited to data files, applications, widgets, integrated components, written text, software, music, audio files or other sounds, photographs, videos or other images and Professional Services. Some of these Products and Professional Services may be offered by Jadu while others may be made available by third parties not affiliated with Jadu. Jadu is not liable or responsible for any non Jadu Product or Professional Service on the MarketPlace. Some Products or Professional Services may be made available to you at no charge while other Products or Professional Services may be purchased for a fee.
1.3. You accept the Terms by (1) clicking to agree or accept where these options are presented to you, or (2) by your use of MarketPlace. If you do not accept these terms in their entirety, you may not use MarketPlace. If you agree to these terms on behalf of a business or any other entity, you represent and warrant that you have the authority to bind that business or entity to these terms and your agreement to these terms will be treated as the agreement to the business or entity. In that event, "you" and "your" will refer and apply to that business or entity.
2. Availability and scope of MarketPlace
2.1. Jadu may at its sole discretion and without the provision of any notice cease (permanently or temporarily) providing MarketPlace (or any features within MarketPlace) to you or to users generally.
2.2. In the event that Jadu interrupts or ceases your use or access to MarketPlace, this may prevent your access to your account details or any files or other Products or Professional Services that are stored with your account.
2.3. Jadu reserves the right to add or remove payment processing methods for the purchase of Products or Professional Services at its sole discretion and without notice to you.
2.4. Jadu reserves the right to suspend or remove the operation or availability of any Products or Professional Services on MarketPlace (including from any user's account) that it deems at its sole discretion are inappropriate or unsuitable. In the event of this occurring, you shall have no recourse to Jadu for any resultant loss.
3. Your use of MarketPlace
3.1. You may be required to provide information about yourself such as your name, address, and billing details. Any such information you provide to Jadu must be accurate, correct and up to date.
3.2. You shall use MarketPlace only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in your relevant jurisdictions. You agree to comply with all applicable export controls of the EU and (if applicable The United States), including, but not limited to, the United States Department of Commerce's Export Administration Regulations and sanctions programs administered by the United States Treasury Department's Office of Foreign Assets Control, or any other territory or country. By using MarketPlace, you represent and warrant that you are not prohibited from receiving exports or services under EU, United States or other applicable export laws. You agree to comply with all local laws and regulations regarding the download, installation or use of the Products or Professional Services.
3.3. You shall not access (or attempt to access) MarketPlace by any means other than through the interface that is provided by Jadu, unless you have been specifically permitted to do so by way of further agreement with Jadu. You shall not access (or attempt to access) MarketPlace through any automated means (including but not limited to use of scripts, crawlers, or similar technologies) and shall ensure that you comply with the instructions set out in any robots.txt file present on the MarketPlace website.
3.4. You shall not engage in any activity that interferes with or disrupts MarketPlace (or the servers and networks which are connected to the MarketPlace). You shall not use any of the Products or Professional Services found on the MarketPlace in a way that interferes or disrupts any servers, networks, or websites operated by Jadu or any third party.
3.5. Unless you have been specifically permitted to do so by way of further agreement with Jadu, you shall not reproduce, duplicate, copy, sell, trade or resell MarketPlace for any purpose.
3.6. You accept full responsibility for (and Jadu owes no responsibility to you or to any third party for) your use of MarketPlace and any Products or Professional Services, any breach of your obligations under the Terms, and the consequences (including loss or damage of any kind which Jadu may suffer) of any such breach.
3.7. You shall comply with any and all applicable tax laws, including the reporting and payment of any taxes (including, but not limited to VAT) arising in connection with your use of MarketPlace or the purchase of Products or Professional Services through MarketPlace, and that the reporting and payment of any such applicable taxes are your responsibility.
3.8. Jadu and/or its licensor(s) own all rights, title and interest in and to MarketPlace and the Jadu Products or Professional Services available through MarketPlace, including without limitation all applicable Intellectual Property Rights in the Jadu Products or Professional Services, including any and all rights existing under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights worldwide. Jadu represents and warrants that Jadu has the right to operate and provide Market Place. You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Products or Professional Services, unless otherwise permitted by way of further agreement with Jadu, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management or forward-lock functionality) in the Products or Professional Services, (iii) use the Products or Professional Services to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter Jadu's or any third party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Products or Professional Services.
3.9. Jadu reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Products or Professional Services from MarketPlace. You accept that by using MarketPlace you may be exposed to Products or Professional Services that you may find offensive, indecent or objectionable and you use MarketPlace at your own risk.
4. Jadu Services and Third Party Products and Services
4.2. Some components of Products or Professional Services (whether developed by Jadu or third parties) may also be governed by applicable open source software licences. In the event of a conflict between the Terms and any such licences, the open source software licences shall prevail with respect to those components.
4.3. All Jadu Products purchased from MarketPlace will be supported under your Jadu Technical Support and Services Agreement or Jadu Annual Support Agreement. Any support issues arising from the use of a Jadu Product purchased from the MarketPlace must be entered into the support.jadu system. Jadu is not responsible for fault resolution and/or support in relation to any free products that are or have been provided free of charge on MarketPlace or any third party products obtained from MarketPlace. Jadu shall not be liable in any manner howsoever arising in relation to any third party products displayed on, bought or sold or otherwise obtained from MarketPlace.
5. Automatic Updates
5.1. Products or Professional Services originating from Jadu may communicate with Jadu servers from time to time to check for available updates to the Products or Professional Services, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions ("Updates"). By installing these Products or acquiring these Professional Services, you agree to such automatically requested and received Updates.
6.1. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Jadu, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses arising out of or accruing from your use of MarketPlace, including your downloading, installation, or use of any Products or Professional Services, or your violation of these Terms.
7.1. If you want to terminate your use of MarketPlace, you may do so by ceasing your use of MarketPlace and any Products or Professional Services purchased from MarketPlace.
7.2. Jadu may at any time, and without notice to you suspend or cease your use of MarketPlace if: (a) you have breached any provision of these Terms; (b) Jadu is required to do so by law; or (c) Jadu decides to no longer provide all or part of the MarketPlace service to you or to users generally.
7.3. When your use of MarketPlace ceases pursuant to the provisions of paragraph 7.1 or 7.2, all of the terms which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraphs 3, 6 and clause 10.6 shall continue to apply to such rights, obligations and liabilities regardless of cessation of user and shall survive any expiration or termination of this Agreement.
8. DISCLAIMER OF WARRANTIES
8.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF MARKETPLACE AND ANY PRODUCTS OR PROFESSIONAL SERVICES OBTAINED THROUGH MARKETPLACE IS AT YOUR RISK AND THAT THE MARKET IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8.2. YOUR USE OF THE MARKETPLACE AND ANY PRODUCTS OR PROFESSIONAL SERVICES OBTAINED THROUGH THE USE OF MARKETPLACE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
8.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JADU DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO ANY PRODUCTS OR PROFESSIONAL SERVICES OBTAINED THROUGH MARKETPLACE AS WELL AS THE MARKETPLACE ITSELF.
8.4 NONE OF THE PRODUCTS OR PROFESSIONAL SERVICES ARE INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE PRODUCTS OR PROFESSIONAL SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
9. LIMITATION OF LIABILITY
9.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT JADU AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF MARKETPLACE OR ANY PRODUCTS OR PROFESSIONAL SERVICES OBTAINED FROM MARKETPLACE, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT JADU OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
10.1. These Terms constitute the whole agreement between you and Jadu and govern your use of MarketPlace, Products, and Professional Services and completely replace any prior agreements between you and Jadu in relation to MarketPlace, Products, and Professional Services.
10.2. If Jadu does not exercise or enforce any legal right or remedy which is contained in these Terms (or which Jadu has the benefit of under any applicable law), this will not be taken to be a formal waiver of Jadu's rights and that those rights or remedies will still be available to Jadu.
10.3. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of these Terms will continue to be valid and enforceable.
10.4. You acknowledge and agree that each member of the group of companies of which Jadu is the parent shall be third party beneficiaries to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to these Terms.
10.5. The rights and obligations created in the Terms may not be assigned or transferred by you nor shall you be permitted to delegate your responsibilities or obligations under these Terms.
10.6. The Terms of this Agreement shall be governed by the laws of England and Wales. You agree to submit to the exclusive jurisdiction of the courts located within England and Wales to resolve any legal matter arising from these Terms. Notwithstanding this, Jadu shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal or equitable relief) in any jurisdiction.