Terms of Service

Jolt Terms of Service

Revised April 13, 2018

Our Contractual Relationship and Categories

Thank you for accessing Jolt, the fitness mobile app developed by RockMyWorld, Inc. (“We,” “Company,” or “Us”) to help its users, team leaders, and subscribers interact with each other to encourage each other in their fitness efforts. We welcome you and hope you find our app and any related desktop platform or other related software or hardware (individually and collectively, the “App”) and our services, which include use of the App and our provision of services related to the App (“Services”), helpful and efficient. These Terms of Service (“Agreement”) govern our legal relationship related to the Services, and they are a legally binding agreement. By using the Services or accessing the App, you agree to the provisions of this Agreement, and you represent and warrant that you are authorized to bind any organization on whose behalf you are accessing the Services.

We reserve the right to make amendments to this Agreement from time to time, and we will post the revised versions on the App when we do. Amended terms become binding thirty days after they are posted on the App.

In this Agreement, we address three categories of individuals and organizations that use our Services: Users, Team Leaders, and Subscribers. When this Agreement uses the words “you,” “your,” or “yours,” those words refer to all three categories.

Users: Users are those individuals who use the Services for their individual purposes (“User(s)”). Users do not pay a fee to access the Services. Generally, they use Jolt because of Jolt’s ability to motivate the Users and help them track their progress.

Team Leaders: Team Leaders are individuals (1) who are appointed by an organization or group to serve as a team leader for a specified team, or (2) who appoint themselves to serve as a team leader for a team of Users that the Team Leader forms (“Team Leader(s)”). Team Leaders may be employees or agents of Subscribers (defined below). They may also be influencers in the fitness marketplace. Team Leaders do not pay a fee to access the Services, although if they work for a Subscriber, the Subscriber will pay a fee on behalf of the Team Leader. Team Leaders are also Users for purposes of this Agreement, so whenever provisions of this Agreement refer to the rights, duties, and liabilities of Team Leaders, the rights, duties, and liabilities relating to Users shall also apply.

Subscribers: Subscribers are individuals, groups, or companies who pay a fee to access and make the Services available to Users and Team Leaders (“Subscriber(s)”). A Subscriber may be a gym or similar organization, and it may appoint one or more Team Leaders. Subscribers benefit from the use of the Services because of the engagement the Services provide, the increased camaraderie and encouragement the Users enjoy as a part of a team, and from their access to the Data (defined below). If you are a Subscriber, in addition to the provisions of this Agreement, you are also subject to the provisions of the Subscriber-specific terms attached hereto as Exhibit A.

Your status as a User, Team Leader, or Subscriber will determine which rights, duties, and liabilities will apply to you under this Agreement. You will be designated as a User, Team Leader, or Subscriber during the sign-up process. Users may change teams at any time, but they may only be a part of one team at any given time.

When you download and install the App, you will be assigned to a team using a team code, typically provided to you by a Team Lead or Subscriber. You may change your team at any time. You may also move from one category to another by signing up and complying with the requirements related to the new category. For example, a User who desires to form his or her own team may do so by putting together a group of Users and designating himself or herself as Team Leader. Or a Team Leader may become a Subscriber by paying the applicable fees and signing up as a Subscriber.

When you download and install the App, you will be assigned to a team using a team code, typically provided to you by a Team Lead or Subscriber. You may change your team at any time. You may also move from one category to another by signing up and complying with the requirements related to the new category. For example, a User who desires to form his or her own team may do so by putting together a group of Users and designating himself or herself as Team Leader. Or a Team Leader may become a Subscriber by paying the applicable fees and signing up as a Subscriber.

Privacy Policy

Our Privacy Policy http://jolt.ai/privacy.html governs how we use the information we obtain through your use of the Services, and you should also review that policy periodically, since we update it from time to time as technology and circumstances change. Revisions to our Privacy Policy are also effective thirty days after they are posted on the App. Your continued use of the Services indicates your acceptance of this Agreement and the Privacy Policy, as amended.

Usage Rules

Jolt is an application that allows you to interact with others in a manner that is intended to positively encourage fitness activity and results. It allows Subscribers to build engagement with their members and to improve and track many key performance indicators in that effort. You may not use the Services for any other purpose. While we are not responsible for the things you do and say while using the Services, if your communications do not further the overall goal of Jolt, we may take action to prevent your misuse of the Services, including suspending your account or terminating your use of the Services completely. We do not accept responsibility for any comments or other misuse of the Services by any other party.

You agree to abide by the rules set forth in Exhibit B and any other reasonable rules we may impose regarding the use of the Services.

Data Categories and Access Rights]

Jolt uses four categories of data to provide the Services. When this Agreement uses the term “Data” alone and without other qualification, it refers to all four categories.

Contact Data: Contact Data consists of your name, e-mail address and other contact information you provide using the App. Contact information is accessible only by us.

Service Data: Service Data consist of your user name and the information you choose to make available to your Team Leader and other Users on your team via the App. It includes your goals, progress towards goals, exercise times, and related information. It may also include personal data about your personal fitness goals and exercise results that you either input into the app through Facebook Messenger or that the App imports by connecting (with your permission) with Apple Health Kit, Google Fit, Fitbit, or their equivalent services provided by third parties. Service Data does not include data incorporated from third parties that relates to your height, weight, personally identifiable biometric information, birthday, or other personal information that does not relate to your personal fitness goals and exercise results. Service Data is accessible only by us, members of your team, your Team Leader, and the Subscriber who employs your Team Leader (if your Team Leader is an employee or agent of a Subscriber).

Personal Data: Personal Data consists of height, weight, personally identifiable biometric information, birthday, and other personal information that does not relate to your personal fitness goals and exercise results. Your Personal Data is accessible only to us and to you. We do not share it with third parties, but we may use Personal Data to make inferences that help us provide the Services. We may use Personal Data in an aggregated format that is not identifiable to any individual, and that aggregated information belongs solely to us.

Usage Data: Usage Data consist of information relating to your use of the App, such as the device you use, how often you access the App and at what times, information gathered through cookies and other technical tools, and similar related usage information. Usage Data is accessible to us and to you.

As a User Team Leader, or Subscriber, you agree to use the Data only for the purposes set forth in this Agreement and for no other purpose whatsoever. You also agree not to convey, sell, or rent the Data for any purpose and not to share the Data with any third party, except for the purposes expressly set forth in this Agreement.

Our Services and Third-Party Services

Jolt uses Facebook Messenger as its operational framework. It relies on data you either (1) input directly using Facebook Messenger or, (2) make available to the App by connecting to Apple Health Kit, Google Fit, Fitbit, or an equivalent service provided by a third party (“Third-Party Service”). When you access a Third-Party Service, you must agree to its terms of service. Except to the extent required by law, your relationship with any Third-Party Service and any claim, issue, or dispute that may arise between you and the Third-Party Service is strictly between you and the Third-Party Service, and you agree not to involve us in any such claim, issue, or dispute.

Health Laws and Regulations

You expressly grant us the right to gather and use the Data under the terms set forth in this Agreement and consistent with the Privacy Policy. You waive any claims that may belong to you under the Health Insurance Portability and Accountability Act (“HIPAA”) and any other federal, state, or local law related to the gathering and sharing of the Data, and as a User, Team Leader, or Subscriber, you agree to not make any use of the Data that violates the provisions of HIPAA or any other federal, state, or local law related to the privacy of health information.

Our License

We grant to you a non-transferable, non-exclusive and revocable license to install the App on electronic devices, such as phones, tablets, or computers, that you own or control (each a “Device”) and to use the App according to the terms and conditions set forth in this Agreement. The App is licensed, not sold, to you. Except as expressly granted by this Agreement or otherwise by us or our licensors in writing, you acquire no right, title or license in the App or any data, software, content, application or materials accessed from or incorporated in the App. This Agreement does not give you any rights to any updates or upgrades to the App or to any maintenance releases, patches, fixes, extensions or enhancements (collectively, “Updates”) to the App developed by us or our suppliers or licensors at any time in the future. We may provide Updates and/or support in our absolute discretion. If provided by us, Updates may be delivered automatically, or you may be notified when a new Update is ready to be installed, or when we make such Updates available for download. You authorize us to deliver automatically or to force any Update if we believe it is necessary to provide for the continued functionality of the App or for any reasonable business purpose. We are not required to maintain legacy versions of the App, and therefore, forced Updates may be necessary. Your use of the Updates will be governed by this Agreement unless you are asked to agree to new or additional terms at the time of download or installation. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new or modified version of the App.

Your License

You grant to Company a perpetual, non-exclusive, fully-assignable, royalty-free, and worldwide license to collect and store your Data and to use your Data as described in this Agreement, but never to sell your Data to any third party, except as provided in this Agreement and the Privacy Policy, and except in connection with the sale, merger, or acquisition of RockMyWorld, Inc. or of all or substantially all its assets. Upon your request, we will delete your user account, but we will retain Data in an anomymized fashion that does not allow the use of any of your personally identifiable Data. Other personal information that does not qualify as Data shall be governed by the provisions of Company’s Privacy Policy.

You also grant us a perpetual, exclusive fully-assignable, royalty-free, and worldwide license to collect, store, use, and sell the content, suggestions, comments, and feedback you may post using the Services or otherwise communicate with us, without any obligation of compensation. For clarity, this license continues after termination of this Agreement, and it includes without limitation any GIFs, images, template comments, or other intellectual property you create and post using the Services. You agree to review such templates and to be responsible for the creation and use of any such templates, including any claims by third parties related to the creation and use of such templates.

License Restrictions

In addition to governing yourself in accordance with the Usage Rules, you also agree to the following license restrictions. You agree: (a) to use the App solely for the purpose of connecting and communicating with other Users, Team Leaders, and Subscribers; (b) to not install or use a copy of the App on a device that you do not own or control; (c) to not duplicate, copy or distribute the App, except as necessary to use it on your Device; (d) to not license, sell, rent, lease, lend, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the App or make the App available to any third party; and (e) to not use the App for any fraudulent, unlawful or illegal activity, for the hauling of Prohibited Items, or in any way that could harm the App or impair anyone else’s use of it or a wireless network or to try to gain unauthorized access to any service, data, account or network by any means; (f) to not modify, translate, or create derivative works based on the App or disassemble, decompile or reverse engineer any part of the App, except and only to the extent that applicable law expressly permits, despite this limitation; (g) to not engage in any harassment, illegal discrimination, or any other offensive or illegal behavior; (h) to not work around any technical limitations in the App; and (i) to preserve all copyright and other proprietary rights notices on the App and all copies thereof.

Security and Privacy for EU Residents

The information that the App collects may be stored locally on your Device and may be transmitted to our servers in countries of the European Union (“EU”), the United States (“U.S.”), and/or other countries where we or our service providers operate. The transmission of information over wireless and wired networks is not inherently secure. We use tools to help protect your personal information against unauthorized access and disclosure. However, we do not guarantee that your personal information or private communications will always remain private when using the App. We do not market the Services to users in the EU, and while we take reasonable steps to protect your privacy, as described in this Agreement and the Privacy Policy, we have not certified under the Privacy Shield protocol or attempted to meet the requirements of the GDPR. If you are located in the EU, you agree to waive any claim against us based on non-compliance with the requirements of the GDPR, and you specifically consent to the processing of your Data in the United States for the purposes of fulfilling our duties under this Agreement, as provided herein and in the Privacy Policy. Further, you agree that any dispute related to this waiver will be heard exclusively in the federal and state courts of the State of California, and you irrevocably submit to such exclusive jurisdiction.

Term and Termination

Your license to use the App is effective until we terminate it or until you uninstall the App. In addition, your rights under this license will terminate automatically without notice to you if you fail to comply with any of the provisions of this Agreement. We reserve the right to suspend, discontinue, enhance, update or otherwise modify the App, or its availability to you, at any time without notice. Upon termination of the license to the App, you will cease all use of the App.

Credit Card Authorization and Payment

The Services are provided free of charge to Users and Team Leaders. We may accept payment from Subscribers in any manner reasonably acceptable to us. If you pay using a credit card, we use a third-party credit card processor to store and process credit card transactions. By entering into this Agreement, you authorize us to charge your credit card for any fees payable under this Agreement in the amount you agree in any sign-up process. If for any reason your credit card charge is reversed, you agree to pay our fees in the amount set forth above via other payment method reasonably acceptable to the parties. Any unpaid amount shall accrue interest in the lesser of 12% per annum, accrued monthly, or the maximum amount allowed by law.

Warranty Disclaimer and Liability Limit

EXCEPT FOR WARRANTIES SET FORTH EXPRESSLY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE. ROCK MY WORLD, INC. DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE APP OR THE SERVICES, OR AGAINST INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. WE DO NOT WARRANT THAT THE APP OR THE SERVICES WILL BE ERROR-FREE OR THAT OPERATION OF THE APP OR SERVICES WILL BE SECURE OR UNINTERRUPTED. WE DO NOT GUARANTEE OR WARRANT THAT ANY SUBSCRIBER OR TEAM LEADER WILL BE INSURED OR LICENSED, AND WE DO NOT GUARANTEE OR REPRESENT THAT THEY OR THIRD PARTIES WILL NOT ENGAGE IN CONDUCT, WILLFUL, NEGLIGENT, OR OTHERWISE, THAT WILL NOT HARM YOU. WE CANNOT BE HELD RESPONSIBLE FOR THE CONDUCT OF OTHER USERS, TEAM LEADERS, OR SUBSCRIBERS.

EXCEPT WITH REGARD TO OUR WILLFUL MISCONDUCT, NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, AND IN CONSIDERATION OF THE RELATIVE RISKS AND REWARDS, WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF WE ARE APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING; NOR, EXCEPT FOR OUR WILLFUL MISCONDUCT, SHALL OUR TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF $500.00.

Release and Indemnity

Your use of the Services involves risks for which we cannot be responsible. As between you and the other Users, Team Leaders, and Subscribers, all interactions are independent of us. You must independently and wisely govern your interactions with third parties, as well as all other aspects of your use of the Services. For these reasons, you hereby release Company and its employees and agents from any and all liability arising out of your use of the Services, and you waive any claims against Company, its employees and agents, that may arise out of or be related to your interactions with other Users, Team Leaders, and Subscribers and your use of the Services. You also agree to defend, indemnify, and hold Company, its employees and agents, harmless from and against any and all losses, damages, judgments, settlements, and other claims, including attorney fees and court costs, arising out of or related to (1) your breach of any of the provisions of this Agreement, including without limitation the Usage Rules, (2) your use of the App, (3) your negligent or intentional acts or omissions, (4) any dispute, claim, or issue that may arise between you and any other User, Team Leader, Subscriber, and any party providing a Third-Party Service, and (5) your conduct that is contrary to applicable law.

Independent Contractor

You agree that nothing in this Agreement shall, or shall be deemed to, create any franchise or relationship of agency or employer/employee between any User, Team Leader or Subscriber and us. Such parties are independent contractors, and they agree to file their own taxes, to use their own uniforms, if any, to use their own tools and equipment, to provide their own transportation, to provide their own workers compensation, and to determine their own hours. You agree to defend and indemnify us from and against any claim that any third party, User, Team Leader, or Subscriber is our agent or employee.

Intellectual Property Rights

We agree to defend, indemnify, and hold you harmless from and against any losses, damages, judgments, settlements, and other claims, including attorneys’ fees and court costs that may arise out of a third-party claim that your authorized use of the App infringes on the intellectual property rights of such third party. You acknowledge that we will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Our agreement to indemnify and defend you and to hold you harmless is contingent upon you providing us prompt notice (no more than 15 days) that you have received a communication alleging an infringement.

Notices

Except as explicitly stated otherwise, legal notices will be served, with respect to Company, on Company’s registered agent, and, with respect to you, to the email address you provide to Company during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice will be deemed given three days after the date of mailing.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to the United Nations Convention on the International Sales of Goods. The parties hereby submit to the exclusive personal jurisdiction of the state and federal courts located in the State of California and waive any objections to jurisdiction therein that are based on forum non conveniens.

Severability

If any provision of this Agreement, including without limitation the warranty disclaimer and liability limitation terms, shall be unlawful, void, or for any reason unenforceable, then the unenforceable or void portion of that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.

Headings

The headings used in this Agreement are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.

Entire Agreement

This Agreement and any applicable terms agreed in a sign-up document, as each may be amended as set forth herein, are the entire agreement between you and Company relating to the subject matter herein.

Claims; Statute of Limitations

YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Attorney Fees

In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.

Waiver

No waiver of any of this Agreement by Company is binding unless authorized in writing by an executive officer of Company. In the event that Company waives a breach of any provision of this Agreement, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of this Agreement and will in no manner affect the right of Company to enforce the same at a later time.

Force Majeure

Company will not be liable for, or be considered to be in breach of, or default under, this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Company’s reasonable control.

Survival

All provisions of this Agreement, other than those entirely fulfilled within the term of the Agreement shall survive the expiration or earlier termination of this Agreement.

Waiver of Jury Trial

Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

EXHIBIT A

Subscriber-Specific Terms

If you are a Subscriber, the following terms apply to you, in addition to the terms set forth above.

  • Subscribing Organizations: If you are acting on behalf of a company, entity, or organization (a “Subscribing Organization”), then you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms; and you agree on behalf of such Subscribing Organization that it shall be subject to these Terms.
  • Sublicensee Use: You agree to cause any employee or other sublicensee (“Sublicensee”) to comply with the provisions of this Agreement, and you agree to take all actions necessary and proper to enforce the provisions of this Agreement with respect to any Sublicensee. In addition, you agree to be directly responsible and liable for the acts and omissions of any Sublicensee as if such acts or omissions had been taken directly by you.
  • Compliance with Law: You represent and warrant that you shall comply with any applicable laws, regulations, or other governmental requirements (“Laws”), including without limitation any Laws regarding (i) your authority to do business in any state or country, and (ii) any other matter related to your use of the Services and your provision of advice or services to any third party
  • Confidentiality and Proprietary Rights:
    • Confidential Information: “Confidential Information” means any proprietary information of a party to this Agreement disclosed by one party to the other whether in written, graphic, machine readable or other form that is either marked “Confidential” or “Proprietary” or is confidential in nature. Data, as defined in the Agreement is not included in the term “Confidential Information” and is governed by separate provisions of this Agreement.
    • Exceptions: Confidential Information will not include any information that (a) was in the public domain prior to the time of disclosure by the disclosing party, (b) becomes public information after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party, (c) is already in the possession of the receiving party at the time of disclosure without an obligation of confidentiality, or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
    • Non-Use and Non-Disclosure: Each party will (a) treat as confidential all Confidential Information of the other party, (b) not disclose such Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section provided that the disclosing party has obtained the written consent to such disclosure from the other party, and (c) not use such Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement. Each party is permitted to disclose the other party’s Confidential Information if required by law so long as the other party is given prompt written notice of such requirement prior to disclosure and assistance in obtaining an order protecting such information from public disclosure.
    • Proprietary Rights: Company hereby reserves all intellectual property rights not explicitly granted in this Agreement. As between Company and you, Company owns all intellectual property rights in and to the Services, and to all related documentation and copies thereof, including without limitation all copyrights, trademarks, patents, trade secrets and other intellectual property (the “Proprietary Rights”), including goodwill or reputation that accrues to Company’s intellectual property. To the extent that any Proprietary Rights are invented, created, developed, or first reduced to practice under these Terms, jointly by the parties or in connection with Company’s provision of Services, including by incorporating your comments or suggestions, Company will own all right, title, and interest in and to such Proprietary Rights, with no duty to account to you or to pay you any amounts with respect to the use and exploitation of the Proprietary Rights.
  • Trademarks: Each party grants to the other party a non-exclusive, non-transferable, royalty-free right to display the trademarks, service marks and logos (“Marks”) of the other party solely to allow each party to perform its obligations under this Agreement and to display the Marks of the other party in marketing material indicating its business relationships. If a party objects to a specific use of the other party’s Marks, it will notify the other party of such objection, and such party will cease such use of the objecting party’s Marks. Notwithstanding this provision, you may not make any representations about the Services or Services to any customer beyond information and representations that are made publicly available by Company.
  • Indemnification:
    • Indemnification by Company: Company will indemnify you and hold you harmless from and against any claim by any third party that your authorized use of the Services infringes or misappropriates any intellectual property rights of such third party. Company may, in the event of such a claim, in its reasonable discretion, (i) procure the continuing right for you to use the Services and Services; (ii) replace or modify the Services or Services in a functionally equivalent manner so that they no longer infringe; or, if neither (i) nor (ii) is reasonably available, (iii) terminate the Terms. Company’s duties under this section shall not arise if the alleged infringement is a result of unauthorized use or modification of the Services or Services, or if you fail to comply with Company’ instructions that would mitigate or end the infringing conduct or activity.
    • Indemnification by You: You agree to defend, indemnify and hold harmless Company from and against any claim by any party that arises out of, results from, or relates to: (i) your breach of any of the terms of this Agreement; (ii) your or your Sublicensee’s use of the Services in any unauthorized manner, including but not limited to use in violation of any law or applicable regulation; (iii) any claim that you have infringed upon or misappropriated any intellectual property rights of a third party, other than a claim that the Services themselves are the cause of the infringement or misappropriation; (iv) your breach of any applicable law, rule or regulation; (v) your negligent acts or omissions related to the Services; and (vi) the use of any comment templates we create at your direction, including without limitation any claim that such templates infringe the intellectual property rights of any third party.
    • Procedures: The indemnifying party’s duty to defend, indemnify and hold harmless shall arise only if the indemnified party gives prompt written notice of any claim of which it becomes aware. The indemnifying party shall cooperate and comply with any settlement or court order made in connection with the claim; provided, however, that the indemnified party shall have the right to approve any settlement that requires any action by the indemnified party.
  • Billing and Payment:
    • Sign-Up Document: The provisions governing the amount and timing of payment, including the details related to recurring billing, may be set forth in a sign-up document signed by the parties or in an exhibit to this Agreement. The following provisions apply to billing and payment, except to the extent they conflict with a sign-up document or exhibit to this Agreement, in which case the provisions of the sign-up document or exhibit shall control.
    • Membership Cycles: Your Jolt membership starts, and your obligations to pay begin, on the date that you sign up and submit payment via a valid Payment Method. Unless Company otherwise communicates a different time period to you in a sign-up document or exhibit (such as a multi-month commitment plan), each cycle is one month in length (a “Membership Cycle”) and will automatically renew at the end of each Membership Cycle until your membership is cancelled or terminated. For example, if you sign up for the Services on April 5, your membership will automatically renew on May 5 (as further explained in “Billing Cycles,” below). You must provide us with a current, valid, accepted method of payment (which we may update from time to time and which will be automatically charged, “Payment Method”) to use the Services. We will automatically bill the monthly membership fee, and any other fees that may be set forth in a sign-up document or exhibit, to your Payment Method each month until your subscription is cancelled or terminated.
    • Recurring Billing: By starting your membership, you authorize us to charge you a membership fee for your initial Membership Cycle as well as a recurring membership fee for each subsequent Membership Cycle at the then current rate, which may change from time to time. You acknowledge that the amount billed each Membership Cycle may vary for reasons that may include promotional offers and/or your decision to change or add a membership plan. You authorize us to charge your Payment Method for such varying amounts, which may be billed monthly in one or more charges.
    • Billing Cycle: When you sign up, your first subscription cycle will be billed immediately. Your subscription will automatically renew each Membership Cycle and you will be billed on the same date each month. We reserve the right to change the timing of our billing (and if we do, we’ll make adjustments to the amounts we charge, as appropriate).
    • Refunds: Our fees are nonrefundable, except that we may provide refunds or discounts in our sole discretion. In the event we choose to offer discounts or refunds, such decision will not entitle you to similar discounts or refunds in the future for similar instances.
    • Payment Methods: If any payment is not successfully settled, due to expiration, insufficient funds or otherwise, you nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated, including in the event you attempt to create a new account. This may result in a change to your payment billing dates. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to the Services or any portion thereof.
  • Moving of Users and Retention of Data: Subscriber has no ownership rights in or license to the Data of any User, except as expressly provided in this Agreement. When a User terminates his or her Agreement or leaves a team managed by Subscriber or a Team Leader, Subscriber retains no interest in the User’s Data, and Company may immediately transfer such Data to the User’s new team. The User’s Data, to the extent provided in the Agreement and Privacy Policy, remains the property of Company, and is not subject to any claim whatsoever by Subscriber.

EXHIBIT B

Prohibited Conduct

You agree that you and your Sublicensees, if any, shall not:

  • Harass, threaten, disrupt or defraud users or customers or otherwise create or contribute to an unsafe, harassing, threatening or disruptive environment;
  • Make unsolicited offers, advertisements, proposals, or send junk mail or “spam” to users or potential customers;
  • Impersonate another person or access another user’s account;
  • Share Company-issued passwords with any third party or encourage any other user to do so;
  • Upload material (e.g. virus) that is damaging to computer systems or data of Company or users of the Services;
  • Upload or post any material that is inappropriately violent, unduly graphic, pornographic, bigoted, derogatory, racist, or offensive, or that violates the intellectual property rights of any third party. We may remove any material that we decide, in our sole discretion, violates the foregoing requirement.

Company may determine in its sole discretion whether conduct in which you engage violates any or all of these obligations, and it may immediately and unilaterally suspend your account and access to the Services for such violation. Exercise of its termination rights hereunder does not preclude the exercise of any other right to which Company is entitled, either under the law or under this contract. Such rights include, without limitation, the right to refer violating conduct to law enforcement, where Company believes in its sole discretion that illegal conduct has occurred.