Jetti Terms of Service Agreement

For the term of the Jetti Free Tryout and Service Agreement (“Service Agreement”), including any renewals, Jetti Systems will provide Merchant with the Jetti service subject to the Jetti Terms of Service Agreement (“Terms of Service”).

Jetti Systems may amend the Terms of Service from time to time, with amendments taking effect 2 days after being posted on http://www.jettisystems.com/terms-of-service.html. Please check the website regularly for updates.

License

Merchant will be granted a limited, personal, nonexclusive, nontransferable, and non-assignable license to use Jetti Systems’ supplied technologies for the term of the Service Agreement. This includes all supplied software and hardware components, including all subsequent modifications, iterations and add-ons made thereto. Jetti Systems may, in its sole discretion and without notice, redesign and/or modify all or any portion of the Jetti service.

Merchant is solely responsible for protecting access to its online Jetti Administration Panel and for any authorized or unauthorized use of its password(s). Merchant shall refrain from permitting any third party to use its password(s) or otherwise access the Administration Panel. Jetti Systems shall have the right to terminate the license granted hereby immediately in the event that Merchant has breached the Service Agreement or Terms of Service or Merchant’s account is otherwise terminated for any reason.
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Intellectual Property

Jetti Systems is the sole and exclusive owner of all rights, title, and interests in Jetti, including all aspects of its software and hardware components. Merchant may not copy, modify, reverse engineer, decompile, disassemble, tamper with, or repurpose any component of Jetti.

Jetti Systems is the sole and exclusive owner of all rights, title and interest in and to any data provided to Jetti Systems by Merchant’s customers or any end user of the Jetti service, including all e-mail and/or other customer provided information (“Customer Data”). Merchant shall not, unless the applicable customer has separately taken all steps necessary to opt in to provide information to Merchant, be provided with or otherwise have access to any Customer Data except that which is provided to Merchant through the Jetti Administration Panel.
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Proper Uses

Merchant may only use Jetti and its individual components in its designated place of business as a customer engagement program as contemplated by the Service Agreement and Terms of Service.

Proper uses include using the Jetti Administration Panel as it is intended and within the limitations of the Jetti service as they have been designed or may exist, placing Tag Stations in visible locations, such as on tables or on the bar to ease customer interaction, authorizing legitimate customer point-earning and item redemptions occurring through the Jetti service, and immediately reporting to Jetti Systems any actual or suspected unauthorized or fraudulent use of the Jetti service.

Jetti Systems, in its sole discretion, may reject, remove, amend, modify, delete or cancel any information or content entered into, created or generated through the Jetti service without exception. This includes, but is not limited to suspending or removing Merchant and/or customer accounts, amending points resulting from mistakes or fraudulent or suspected fraudulent activity, and removing any material Jetti Systems finds distasteful.
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Restrictions

Merchant may not sell, rent, lease, license or sublicense, assign, distribute, transfer, or use Jetti in any way not permitted or contemplated by the Service Agreement or Terms of Service.
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Proper Maintenance

Jetti Tag Stations are the property of Jetti Systems on license to Merchant and are to be maintained with a reasonable duty of care. Tag Stations may be periodically cleaned or cleaned when necessary with a damp cloth. Merchant is to immediately remove from service any Tag Station that it suspects may have been tampered with, is malfunctioning, is damaged or in disrepair, or is otherwise not functioning.
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Replacement

Merchant is to immediately notify Jetti Systems of any Tag Station that has been removed from service, lost, stolen, or otherwise not able to be used. Such Tag Stations will be replaced at the Merchant’s expense at a cost to be determined at the time of occurrence. Tag Stations that need replaced are to be shipped to address in the Returns section below.
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Renewals

Merchant’s Service Agreement will automatically renew for a new term equal to the current term at the then-current rate based on Merchant’s current seating capacity unless Merchant provides written notice of nonrenewal 30 days prior to the end of the current term.
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Taxes

Merchant is responsible for any sales, use, value-added or import taxes, customs duties or similar taxes assessed in accordance with applicable law with respect to the provision and ongoing use of the Jetti service.
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Cancellation

Except as may be provided in the Free Tryout Period of the Service Agreement, Merchants may cancel their Jetti service at any time by providing 30 days written notice to sales@jettisystems.com explaining its reasons for cancellation. If cancelled before the end of the Service Agreement, a cancellation fee of $1,000.00 will apply.

Within 10 days of a notice of Cancellation, Merchant is to return any Jetti Tag Stations in its possession to Jetti Systems at the address in the Returns section below.
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Termination

Jetti Systems, in its discretion, may terminate the Service Agreement or suspend the Jetti service at any time. Other potential reasons for termination or suspension include:

Merchant provides timely notice of nonrenewal
Merchant provides notice of Cancellation
Merchant fails to make a payment by a due date
Merchant breaches the Service Agreement or Terms of Service
Institution of insolvency, receivership, or bankruptcy proceedings of either party

Within 10 days of a notice of Termination, Merchant is to return any Jetti Tag Stations in its possession to Jetti Systems at the address in the Returns section below. Merchant is responsible for all return shipping charges and for any damage incurred in the shipping process. If any Jetti hardware item is not returned, Jetti Systems will charge Merchant for the cost of the item not returned. The cost per Tag Station is $5.00.

In the event of any termination, Jetti Systems will be entitled to send e-mail and/or other communications to some or all of Merchant’s loyalty program members, notifying each such member of Merchant’s termination. Additionally, Jetti Systems will be entitled to take other actions, at its discretion, to assist Merchant’s loyalty program members in protecting the points earned within the Jetti service by any means Jetti Systems deems appropriate.
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Returns

Tag Stations being returned for any reason are to be shipped to the following address:

Jetti Systems
Attn: Returns Department
615 Griswold Ste. 916.
Detroit, MI 48226

Billbacks

Merchant will be responsible for paying the cost of any “billbacks” resulting from payment failures.
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Confidentiality

Merchant (“Receiving Party”) will not disclose, use, modify, copy, reproduce or otherwise divulge to any third party during or after the term of the Service Agreement any proprietary or confidential information of Jetti Systems without the prior written approval of Jetti Systems (“Disclosing Party”) except as required by by law. Proprietary or confidential information includes but is not limited to data, information (including personally identifiable information), ideas, materials, specifications, procedures, schedules, software, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data and other similar information provided by a party. For avoidance of doubt, Customer Data shall be deemed Confidential Information of Jetti Systems. The prohibitions contained in this Section will not apply to information (i) already lawfully known to the receiving party prior to disclosure by the disclosing party; (ii) independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information; (iii) disclosed in published materials; (iv) generally known to the public; or (v) lawfully obtained from any third party. In addition, a party will not be considered to have breached its obligations under the Agreement to the extent Confidential Information is required to be disclosed by any governmental authority, provided that, to the extent legally practicable, the receiving party advises the disclosing party prior to making such disclosure in order that the disclosing party may object to such disclosure, take action to ensure confidential treatment of the Confidential Information, or take such other action as it considers appropriate to protect the Confidential Information.
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Consent

Merchant grants Jetti Systems a limited license to use Merchant’s name, logo, and other publicly available information to identify Merchant for the purpose of operating the various facets of the Jetti service and for promoting Jetti and Jetti Systems.
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Warranties Disclaimer

JETTI SYSTEMS PROVIDES THE JETTI SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. JETTI SYSTEMS EXPRESSLY DISCLAIMS ALL WARRANTIES WHATSOEVER TO FULLEST EXTENT PERMITTED BY LAW.
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Indemnification

Merchant will defend, indemnify, and hold Jetti Systems and its affiliates and their respective directors, officers, employees, agents and representatives harmless from and against any third party suit, proceeding, assertion against any damages, judgments, liability, costs and expenses (including without limitation any attorneys’ fees) incurred arising from Merchant’s material breach of the Service Agreement or Terms of Service, Merchant's unauthorized use or misuse of Jetti or any unauthorized combination of Jetti with any hardware, software, products, data or other materials not specified or provided by Jetti Systems.
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Limitation of Liability

Jetti Systems’ aggregate liability for all claims (including claims for indemnification of third party damages) arising out of the Agreement, whether in contract, tort or otherwise, will not exceed the amount of fees paid by Merchant during the three (3) months preceding the date on which the claim occurred. To the maximum extent permitted by applicable law, in no event will Jetti Systems be liable for any loss of business profits, business interruption, loss of data or any special, indirect, exemplary, incidental or consequential damages arising from or in relation to the Service Agreement or the use of Jetti, however caused and regardless of theory of liability.
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Assignment

Merchant may not, without the prior written consent of Jetti Systems, assign the Service Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Service Agreement and will be void. The Service Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.
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No Third Party Beneficiaries

The Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies on any other person or entity.
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Independent Contractor

The Service Agreement will not be construed as creating or constituting a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
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Compliance with Laws

Each party will comply with all applicable laws, regulations, and ordinances relating to their performance hereunder.
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Force Majeure

If either party is prevented from performing any of its obligations under the Agreement due to any cause beyond the party’s reasonable control including, without limitation, an act of God, fire, flood, explosion, terrorism, war, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, or acts of vandals, or hackers. The time for that party’s performance will be extended for the period of the delay or failure to perform due to such occurrence, except that Merchant will not be excused from the payment of any sums of money owed by Merchant to Jetti Systems prior to the force majeure event.
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Dispute Resolution

All disputes arising under the Service Agreement or Terms of Service will be finally settled by arbitration pursuant to the rules of the American Arbitration Association in Southfield, Michigan.
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Governing Law

The Merchant Agreement and Terms of Service shall be governed by the laws of the state of Michigan.
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Severability

If any provision of the Terms of Service are held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of the Agreement will remain in full force and effect.
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Entire Agreement

The Service Agreement and Terms of Service will constitute the entire agreement between Merchant and Jetti Systems with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby.
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