These Terms of Service ("Terms") govern access to and use of the JibeONE platform and related services provided by JibeAIs, LLC ("JibeONE", "we", "us"). By ordering, accessing, or using the service, the customer ("Customer", "you") agrees to these Terms. Where a signed master agreement or order form exists between the parties, that agreement controls to the extent of any conflict.
1. Definitions
"Service" means the JibeONE platform and its modules made available to you.
"Customer Data" means data you or your users submit to, or generate within, your instance.
"Users" means individuals you authorize to use the Service.
"Documentation" means the materials we publish describing the Service.
2. The Service
JibeONE is a business operating system deployed on-premises or in a private cloud. We make the Service available in accordance with these Terms, the Documentation, and the
Service Level Agreement. We may improve or modify features over time; we will not materially reduce core functionality of a paid module during a subscription term without a comparable replacement.
3. License and restrictions
Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable right to access and use the Service for your internal business operations during the subscription term. You will not exceed your licensed scope, and you agree to the
Acceptable Use Policy, which is incorporated by reference.
4. Customer obligations
You are responsible for your Users' compliance with these Terms, for the accuracy and legality of Customer Data, for obtaining the rights and consents needed for us to process it, and for maintaining the security of your credentials. You will use the Service only in compliance with applicable law.
5. Ownership of Customer Data
As between the parties, you own all right, title, and interest in Customer Data. We claim no ownership of it. We process Customer Data only to provide and support the Service, as instructed by you, and as described in our
Privacy Policy and
Data Processing Addendum. We own the Service, the software, and all related intellectual property.
6. Confidentiality
Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers bound by comparable obligations. This section does not apply to information that is public, independently developed, or lawfully received from a third party.
7. Security
We maintain administrative, technical, and organizational safeguards designed to protect Customer Data, described in our
Trust Center and the Annex II measures of the
DPA. Because JibeONE is deployed on your infrastructure or private cloud, you are responsible for the security of the environment you operate, and we are responsible for the security properties of the software we deliver.
8. Warranties and disclaimer
We warrant that the Service will perform materially in accordance with the Documentation. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. EXCEPT FOR EXPRESS WARRANTIES STATED HEREIN, IF ANY, THIS INFORMATION AND ANY COMPUTER PROGRAM IS PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER.
9. Indemnification
Each party will defend the other against third-party claims arising from its breach of these Terms, and we will defend you against claims that the Service infringes a third party's intellectual property, in each case subject to prompt notice, reasonable cooperation, and sole control of the defense.
10. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR DATA. EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY YOU IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to breaches of confidentiality, indemnification obligations, or a party's gross negligence or willful misconduct where such exclusion is not permitted.
11. Fees and payment
Fees are set out in the applicable order form and are due within the stated period. Undisputed overdue amounts may accrue interest and, after notice, lead to suspension under §12. Fees are exclusive of taxes.
12. Term, termination, and suspension
These Terms apply for the subscription term stated in your order and renew as agreed. Either party may terminate for the other's uncured material breach after 30 days' written notice. We may suspend access where required to protect the Service or other customers, or for non-payment after notice. On termination you may export Customer Data for 30 days, after which we will delete or return it as described in the
DPA.
13. Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it uses reasonable efforts to mitigate.
14. Governing law
These Terms are governed by the laws of the State of Virginia, USA, excluding its conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of its courts.
[Governing-law jurisdiction is a default flagged for legal to confirm.]
15. General
Notices must be in writing to the addresses in the order form or to
hello@jibe.one. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets. These Terms, the order form, and the incorporated policies are the entire agreement and supersede prior discussions. We may update these Terms; material changes take effect on renewal or on the notice period stated at the time.
