End User License Agreement

Acceptance and Modifications

Before you register with Jeto, you must read and agree to this End User License Agreement (“EULA”).

By using the Jeto services (the “Service”, as more fully defined below), you agree to be bound by the EULA without any reservations, modifications, additions or deletions. and you agree that it is enforceable as if it were a written negotiated agreement signed by Partners & Simons, Inc. d/b/a MERGE (“MERGE”) and you. If you are an individual using the Service on behalf of a corporation or other registered organization (“Legal Entity”), you represent and warrant that you have the capacity and authority to enter into the EULA on behalf of the Legal Entity, and hereby agree to be bound by the terms of the EULA on behalf of that Legal Entity.

The terms and conditions in this EULA supersede and replace any and all previous versions of this EULA, and any and all other agreements, proposals, and communications between you and MERGE related to the products and services identified herein. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to the EULA. Continued use of the Service after any such changes shall constitute your consent to such changes.

MERGE reserves the right, at any time and without prior notice, to modify or replace any of the EULA. Any changes to the EULA can be found at this URL. It is your responsibility to check the EULA periodically for changes. Your use of the Service following the posting of any changes to the EULA constitutes acceptance of those changes. If there are any significant changes to the EULA that materially affect your relationship with MERGE, you will be notified upon logging in to the Service or via email.

Description of Service

Jeto is a web-based Marketing Automation Software based that integrates and interacts with the Marketo platform (the “Service”). Your use of the Service is at your sole risk. The service is provided on an AS IS and AS AVAILABLE basis. The Service is available in several variations, any of which may be referred to in this EULA or related documentation as the Service.

Eligibility

You must be at least eighteen (18) years of age or the age of majority in your jurisdiction to use the Service. You must provide your current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Service. You are responsible for maintaining the confidentiality of your Service password and account, and are responsible for all activities that occur thereunder. MERGE reserves the right to refuse access to the Service to anyone at any time without notice for any reason.

Proper Use

You agree that you will use the Service in compliance with all applicable local, provincial, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by MERGE; use the Service for any fraudulent or inappropriate purpose; resell, duplicate, reproduce or exploit any part of the Service without the express written permission of MERGE; use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. Violation of any of the foregoing may result in immediate termination of this EULA, and may subject you to provincial, state and / or federal penalties and other legal consequences.

Modifications to Service; Feedback

MERGE reserves the right to modify, suspend, or discontinue the Service at any time for any reason with or without notice.

We may regularly update the Service with new features, bug fixes etc. As needed, users will provide feedback and suggestions for the Service (“Feedback”), which we may (or may not) implement. MERGE shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to MERGE and waive in favor of MERGE, its successors and assigns all your moral rights in the Feedback, and agree to provide MERGE such assistance as MERGE may require to document, perfect, and maintain MERGE’s rights to the Feedback. You acknowledge and agree that, by providing any Feedback to MERGE, you are not entitled to any compensation or reimbursement of any kind from MERGE under any circumstances.

Intellectual Property Rights

You acknowledge that MERGE owns all right, title and interest in and to the Service, including without limitation all intellectual property rights, and such rights are protected by Canadian, U.S. and international intellectual property laws. You agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. MERGE claims no intellectual property rights over the material you provide to the Service.

Account Registration

In order to use the Service, you are required to create an account. Accounts are available to anyone who provides the requisite information, subject to the restrictions as outlined elsewhere in this EULA. The information required to create an account is the following: first and last names, company, and a valid email address.

Subscriptions and Payment Terms

Definitions
In order to use the service, you must provide us with a current, valid, accepted method of payment (as may be updated from time to time, “Payment Method”) and related information such as billing address to use the Service. Once you have submitted this Payment Method information (which may be referred to as “Billing Information”) and the payment is accepted, you can be said to have a “Subscription” to the Services. Your Subscription will continue month-to-month or year-to-year unless and until you cancel your Subscription or we terminate it, as more fully described further in this EULA.

Payment of the “Subscription Fee” grants you a personal, worldwide, revocable, non-exclusive, royalty-free, non-transferable “License” to use the Service, for the “Subscription Period”, which shall be a calendar month or calendar year depending on the option chosen. You thus may be said to have a “Monthly Subscription” or “Annual Subscription”.

Prices of Subscription Fees
All prices of Subscription Fees are listed on the pricing page and are firm and in U.S. dollars, and do not include taxes which shall be added upon checkout.

MERGE reserves the right to change the Subscription Fees upon 15 days notice from us. However, any existing Subscriptions will remain at the existing price until the expiry of the Subscription Period.

Automatic Subscription Renewal
Annual Subscription: For Annual Subscriptions, the Subscription Period will be one calendar year and will automatically renew unless you cancel your Annual Subscription in accordance with this EULA at least three (3) business days prior to the renewal date. You will be notified of your upcoming renewal 30 days before the renewal date. You will be billed yearly for the Annual Subscription on or about the same day each year until such time that you cancel your Annual Subscription.

Late or missed payments
If a payment fails, Jeto will retry to process the payment over a period of 14 days. MERGE shall also contact you to inform you your payment has been refused. After 14 days, if the payment is not processed your Subscription shall automatically be considered as cancelled.

Right to suspend overdue accounts
MERGE reserves its right to suspend overdue accounts at any time without prior notice.

Support and Maintenance

Technical Support. Depending on the type of Services(s) ordered, Jeto will provide basic support for the Services and will (i) use commercially reasonable efforts to make the Services available during the hours specified except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond Jeto ‘s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Jeto employees), or Internet Services provider failures or delays, and (iii) provide the Services only in accordance with applicable laws and government regulations.

Professional Services. One-off consulting and professional Services may be requested and agreed with Technologies MERGE Inc., including customized features and assistance with custom Marketing Automation builds. All Services should be requested via the Website or by contacting us at help@jeto.io or via the contact page our our website. If any work product or deliverables are generated through the provision of Professional Services under this Agreement (“Deliverables”), the parties will determine ownership of such Deliverables in the purchase order executed for the Professional Services. Notwithstanding the generality of the foregoing, any enhancements, modifications or other customizations to the Jeto technology will be owned by and vest in Jeto exclusively including all title and interest in and to all Deliverables including the benefit of all copyrights, trademarks, patents, trade secrets or other intellectual property rights pertaining thereto.

Cancellation and Termination

You are solely responsible for the proper cancellation of your account and Subscription. You may terminate your Subscription at any time during its Subscription Period. However, you must pay any amount due and owing before the termination is effective. You may cancel your Subscription at any time by contacting help@jeto.io, or by visiting your Account Page when logged into the Service. There will be no refund if you cancel the Service before the end of your current Subscription Period. There is no cancellation fee. Cancellation is immediate. MERGE may at any time and for any reason terminate the Service, terminate this EULA, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system. This EULA will remain in effect until expiration, termination or renewal of your Subscription, whichever is earliest. Certain clauses of this EULA, depending on the nature of clause, including but not limited to Intellectual Property Rights and Indemnification, shall survive termination of this EULA.

Warranties and Liability

MERGE does not warrant that: (i) the Service will meet your requirements or expectations, (ii) the Service will not be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (iii) bugs or errors will be corrected, (iv) the scheduler is accurate. The Service are provided to you strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law. You expressly understand and agree that MERGE shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if MERGE has been advised of the possibility of such damages), resulting from your usage of the Service.

Service Level Agreement

During the Term of the Jeto License the Service will provide a Monthly Uptime Percentage to Customer of at least 99.95% (the “Service Level Objective” or “SLO”). If MERGE does not meet the SLO, and if Customer meets its obligations under this SLA, Customer will be eligible to receive the Financial Credits of 100% of the monthly bill if uptime is below 99.95%. This SLA states Customer’s sole and exclusive remedy for any failure by MERGE to meet the SLO.

The following definitions apply to the MERGE Jeto Service

“Downtime Period” means, for an Application, a period of five consecutive minutes of Downtime.
Intermittent Downtime for a period of less than five minutes will not be counted towards any Downtime Periods.
“Monthly Uptime Percentage” means total number of minutes in a month, minus the number of minutes of Downtime suffered from all Downtime Periods in a month, divided by the total number of minutes in a month.

Customer Must Request Financial Credit. In order to receive any of the Financial Credits described above, Customer must notify MERGE technical support within thirty days from the time Customer becomes eligible to receive a Financial Credit.

SLA Exclusions. The SLA does not apply to any: (a) features designated Alpha or Beta (unless otherwise set forth in the associated Documentation), (b) errors: (i) caused by factors outside of MERGE’s reasonable control; (ii) that resulted from Customer’s software or hardware or third party software or hardware, or both; (iii) that resulted from abuses or other behaviors that violate the Agreement.

Indemnification

You agree to hold harmless and indemnify MERGE, and its affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorney’s’ fees, of every kind and nature. In such a case, MERGE will provide you with written notice of such claim, suit or action.

Governing Laws and Jurisdiction

This EULA, and your use of the Service shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada in force at the time without regard to conflict of law provisions. You agree that any legal action or proceeding between you and MERGE shall be brought exclusively in the courts located in Montreal, Quebec, Canada. Notwithstanding the foregoing, MERGE shall have the right to bring action against you in courts of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by the Montreal court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce in your jurisdiction a judgment obtained against you in the Montreal court.

Miscellaneous

The failure of MERGE to exercise or enforce any right or provision of the EULA shall not constitute a waiver of such right or provision. The EULA (and any other agreements or documents incorporated by reference herein) constitutes the entire agreement between you and MERGE and govern your use of the Service, superseding any prior agreements between you and MERGE (including, but not limited to, any prior versions of the EULA).

MERGE shall not be liable for any failure to perform its obligations under this EULA where such failure results from any cause beyond MERGE’s reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation, or any force majeure event.

If any provision of the EULA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the EULA shall remain in full force and effect.

If you have any questions regarding this End User License Agreement or if you wish to discuss the terms and conditions contained herein please contact MERGE at marketing@mergeworldcom.