JELY SERVICE AGREEMENT
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION. YOU AGREE AND UNDERSTAND THAT IF WE CANNOT RESOLVE A DISPUTE THROUGH OUR USER OPERATIONS TEAM, ALL DISPUTES ARISING UNDER THIS USER AGREEMENT SHALL BE SETTLED IN BINDING ARBITRATION. YOU ALSO AGREE AND UNDERSTAND THAT ENTERING INTO THIS AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO A TRIAL BY JURY AND PARTICIPATION IN A CLASS ACTION LAWSUIT.
A. “API” means application programming interface, and is not a Service, as defined below.
B. “Service” or “Services” means one or more features provided or operated by JeLY via website or local application (mobile, desktop, or otherwise), including but not limited to, a widget service, a portal, as well as a wallet service consisting of software that permits you to view transaction history and store information relevant to your transaction (the “Wallet”). Services will include the use of Distributed Ledger technology for processing any documentation between the banks, clients, DMV, insurer and dealers. This shared ledger can record all asset transfers and related data, in addition it can self-execute contracts (or operation processes) once certain conditions have been achieved.
C. “User Account” means an account for Services associated with both (i) a Wallet and (ii) a verified identity approved in accordance with JeLY’s Compliance Program. A Wallet is not, by itself, a User Account.
(1) We may change the terms of this User Agreement at any time. Any such changes will take effect when posted on the website, or when you use the Services. If you have supplied us with an email address, we will also attempt to notify you by email of changes to this User Agreement.
(2) It is your responsibility to update your contact information, including but not limited to the email address provided to us (if any); failure to do so may result in you not receiving notice of any such changes to the User Agreement.
(3) Please be aware that our failure or delay in enforcing (or partially enforcing) any provision of this User Agreement shall not be construed as a waiver of any of JeLY’s rights or your obligations.
C. Applicable Law. Your relationship with JeLY and use of any of the Services may be subject to the laws, regulations, and rules of governmental or regulatory authorities in your or our jurisdiction (“Applicable Law”). By entering into this User Agreement, you agree to act in compliance with and be legally bound to any and all Applicable Law.
III. JELY USER ACCOUNT
A. Account Creation.
(1) Creating your own User Account may require you to use multiple methods of authentication or verification, and depending on the specific Service provided, may require you to complete our Compliance Program.
(2) You agree and understand that you are solely responsible for managing and maintaining the security of any information relating to your login credentials and agree that JeLY will not be held responsible (and you will not hold us responsible) for any unauthorized access to the Services or any resulting harm you may suffer.
(3) You agree that you will not permit access to your login credentials to any other party and will not hold JeLY responsible for any actions taken by individuals unauthorized to access your User Account.
B. Compliance Program. Your access to one or more JeLY Services may be contingent upon successful completion of certain processes, which includes verification of your identity, completion of your credit application, as well as additional information we may request from time-to-time. The information we request may include, without limitation, personally identifiable information such as name, address, telephone number, date of birth, taxpayer identification or social security number, official government-issued photo identification, and bank account information. In providing this information to us you represent that it is accurate and agree to update your User Account information promptly, but in no event later than 30 days following any change in your User Account information. Failure to provide this information or update it promptly may result in certain Services being unavailable to you.
(1) By entering into this User Agreement, you understand and agree that any and all communications from JeLY may be provided to you via electronic mail at the address you provided when creating your User Account. You agree and acknowledge that JeLY shall not be responsible for any harm you may suffer as a result of your failure to receive any notice provided to you in connection with this User Agreement your use of Services so long as such notice is provided to the email address associated with your User Account.
(2) You further acknowledge and agree that JeLY shall also be permitted to communicate with you through other methods including via telephone call or instant messaging or chat applications either operated by JeLY or a third party.
D. User Account Suspension or Termination.
(1) You may close your User Account at any time, at your sole discretion. Depending on the Services available to you in your User Account, you may be required to take certain actions in order to complete a pending transaction or providing additional information prior to closing such User Account. You are solely responsible for any fees already incurred or associated with your User Account, whether incurred directly by you from JeLY, or incurred by JeLY on your behalf with a third party in order to complete any such action.
(2) Closing your User Account may not result in the deletion of information we hold about you.
(3) You agree and understand that JeLY reserves the right, in our sole discretion, to immediately suspend, freeze, or terminate your User Account or any Wallet in the event that you are suspected of having violated any provision of this User Agreement, believed to be in violation of Applicable Law, or are believed to be involved in activities or conduct detrimental to JeLY.
IV. THE WALLET
(1) The Wallet is provided to you exclusively by JeLY for the sole purpose of completing your transaction. You will not be permitted to nor should you attempt to store any other currencies in The Wallet.
(2) When you create a Wallet, you will need to create a username and password. That password will need to comply with JeLY’s Compliance Program. You are solely responsible for storing and protecting your username and password. We are not responsible for maintaining this information on your behalf.
B. Risk Disclosures Relating to the Wallet.
(1) In order to be completed, any transaction created with the Wallet must be confirmed and recorded in a ledger associated with the relevant transaction network. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which are not owned, controlled or operated by JeLY.
(2) JeLY has no control over any transaction network and therefore cannot and does not ensure that any transaction details you submit via our Services will be confirmed on the relevant transaction network. You agree and understand that the transaction details you submit via our Services may not be completed, or may be substantially delayed, by the this network used to process the transaction. The Wallet will not transfer title or right in any vehicle or product, or make any warranties whatsoever with regard to title.
(3) Cancellation and/or modifications of your transaction will be between you and the Seller. JeLY has no control over any cancellation or modification requests.
C. No Password Retrieval.
(1) With respect to the password, JeLY does not receive or store your Wallet password or transaction history. You are solely responsible for remembering, storing and keeping secret your Wallet password. Any information you have associated with such Wallet may become inaccessible if you do not know or keep secret your Wallet password.
(2) When you create a Wallet, you must: (a) create a strong password that you do not use for any other website or online service; (b) provide accurate and truthful information; (c) protect and keep secret all credentials for the Wallet; (d) protect access to your device and your Wallet; (e) promptly notify us if you discover or otherwise suspect any security breaches related to your Wallet; and (f) use the backup functionality provided through the Wallet and safeguard your backup files. You agree to take responsibility for all activities that occur under your Wallet and accept all risks of any authorized or unauthorized access to your Wallet, to the maximum extent permitted by law.
A. You agree and understand that there are risks associated with utilizing Services including, but not limited to, the risk of failure of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet, including, but not limited to your public and private keys. You agree and understand that JeLY will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.
VI. ADDITIONAL TERMS AND CONDITIONS
A. Intellectual Property.
(1) Unless otherwise indicated by us, all intellectual property rights and any content provided in connection with our Services, are the property of JeLY or our licensors or suppliers and are protected by applicable intellectual property laws. We do not give any implied license for the use of the contents of the Services.
(2) You accept and acknowledge that the material and content contained through our Services is made available for your personal, lawful, non-commercial use only and that you may only use such material and content for the purpose of using the Services.
(3) You further acknowledge that any other use of content from the Services is strictly prohibited and you agree not to infringe or enable others to infringe our intellectual property rights. You agree to retain all copyrighted and other proprietary notices contained in the material provided via our Services on any copy you make of the material but failing to do so shall not prejudice JeLY’s intellectual property rights therein.
(3) You may not sell or modify materials derived or created from our Services or reproduce, display, publicly perform, distribute or otherwise use the materials in any way for any public or commercial purpose. Your use of the materials on any other website or on a file-sharing or similar service for any purpose is strictly prohibited. You may not copy any material or content derived or created from our Services without our express, written permission.
B. Accuracy of Information.
(1) Our information is dependent upon our partners. They provide us with the vehicle information, including the make, model, condition and price. We will use reasonable efforts to verify the accuracy of any information displayed, supplied, passing through or originating from the Services, but such information may not always be accurate or current. Accordingly, you should independently verify all information before relying on it, and any decisions or actions taken based upon such information are your sole responsibility.
(2) You agree and understand that we make no representation or warranty of any kind, express or implied, statutory or otherwise, and expressly waive and disclaim any warranties for fitness for use or merchantability, regarding the contents of the Services, information and functions made accessible through the Services, any hyperlinks to third party websites, or the security associated with the transmission of information through the Services, or any website linked to the Services.
C. Third Party Services and Content.
(1) In using the Services, you may view content or services provided by third parties, including links to web pages and services of such parties (“Third Party Content”). The Third Party Content may include, without limitation, vehicle information, such as make, model, year, price, vehicle condition (e.g., “new,” “used,” “pre-owned,” etc.), price and financing terms. We do not control, endorse or adopt any Third Party Content and have no responsibility for Third Party Content including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. In addition, your dealings or correspondence with such third parties are solely between you and the third party.
(2) You agree and understand that we are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third Party Content is at your own risk.
(3) You agree and understand that we make no representation or warranty of any kind, express or implied, and that we expressly waive and disclaim any warrant regarding merchantability or fitness for use, regarding the Third Party Content.
D. Cooperation with Law Enforcement. You understand and acknowledge that JeLY may, from time-to-time, be required by legal process to respond to requests from law enforcement, regulators and policymakers by producing certain information about or relating to your use of the Services. You waive any claim and release JeLY from any and all liability regarding the release of information under the circumstances stated in VI.D.
E. Recordkeeping. You agree and understand that, depending on the Services used by you, JeLY reserves the right, in our sole discretion, to create and maintain certain records of your activity and communications relating to your User Account.
VII. TECHNICAL SUPPORT AND DISPUTE RESOLUTION
A. Technical Support. We will use commercially-reasonable efforts to supply email-based technical support services, but cannot guarantee immediate responses, especially during times of high volume.
B. Disputes. Any controversy, claim, suit, demand, counterclaim, cross claim, or third party complaint, arising out of, or relating to this User Agreement or the parties’ relationship (whether statutory or otherwise and irrespective of whether any financing or credit contingencies have been met), including, but not limited to any matter that may have induced the Customer to enter into a relationship with Dealer (collectively referred to as “Claim”), as well as the validity of this Section VII, shall be submitted to final and binding arbitration in the county and state where JeLY is situated.
(1) You agree that any Claim shall be arbitrated by a single arbitrator on an individual basis and not as a class action. You expressly waive any right you may have to arbitrate a class action. You may choose one of the following arbitration organizations and its applicable rules: the National Arbitration Forum, Box 50191, Minneapolis, MN 55405-0191 (www.arb-forum.com), The American Arbitration Association, 335 Madison Ave., Floor 10, New York, NY 10017-4605 (www.adr.org), or any other organization that the parties may choose subject to mutual approval. If the parties cannot agree, the JeLY shall choose. You can obtain a copy of the rules of these organizations by contacting the arbitration organization or visiting its website.
(2) Arbitrators shall be attorneys or retired judges and shall be selected pursuant to the applicable rules. The Arbitrator shall apply governing substantive law in making an award. The arbitrator’s award shall be final and binding on all parties.
(3) If the arbitrator(s) or administrator imposes filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court.
(4) If a court decides that any provision of this section concerning Arbitration is invalid or unenforceable, that provision shall be severed and resolved in accordance with the laws of the State of Florida, and the other parts of this section concerning Arbitration shall still apply. In no case shall the remainder of this User Agreement be affected.
(5) If the invalidity or unenforceability of a provision causes a dispute to proceed in a court instead of arbitration, the Parties agree that the venue of any such Claim shall be exclusively in Miami-Dade County, Florida, and Florida law shall govern.
(6) You understand and agree: (1) that if a dispute is arbitrated, you will give up the right to a trial by a court; (2) that if a dispute is arbitrated, you will give up the right to participate as a class representative or class member in any class claim against dealer, including any right to class arbitration or any consolidation of individual arbitrations; (3) discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and JeLY would have in court may not be available in arbitration; and (4) to resolve all disputes with JeLY by binding arbitration rather than litigation in any court except as specifically set forth above.
D. No Trial by Jury; Class Action Waiver. If the Claim is not arbitrated, you agree and understand that by entering into this User Agreement, you expressly waive your right to a trial by jury and right to participate in a class action lawsuit.
VIII. REPRESENTATIONS AND WARRANTIES, INDEMNIFICATION, AND LIMITATION OF LIABILITY
A. Acceptable Use of JeLY Services. When accessing or using the Services, you agree that you are solely responsible for your conduct while accessing and using our Services. Without limiting the generality of the foregoing, you agree that you will not:
(1) Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
(2) Use the Services to pay for, support or otherwise engage in any illegal activities, including, but not limited to illegal gambling, fraud, money laundering, or terrorist activities;
(3) Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
(4) Use or attempt to use another user’s Wallet or credentials without authorization;
(5) Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;
(6) Introduce to the Services any virus, Trojan, worms, logic bombs or other harmful material;
(7) Develop any third-party applications that interact with our Services without our prior written consent;
(8) Provide false, inaccurate, or misleading information; or
(9) Encourage or induce any other person to engage in any of the activities prohibited under this Section.
B. Disclaimer of Warranties.
(1) THE JELY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
(2) We make no warranty that Services are free of viruses or errors, that its content is accurate, that it will be uninterrupted, or that defects will be corrected. We will not be responsible or liable to you for any loss of any kind, from action taken, or taken in reliance on material, or information, contained on or through our Services.
C. Limitation of Liability.
(1) IN NO EVENT SHALL JELY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR: (A) ANY AMOUNT GREATER THAN THE VALUE OF THE ANY MONIES ACTUALLY DELIVERED TO US BY YOU OR BY YOU TO US IN CONNECTION WITH A TRANSACTION OR SERVICE COMPLETED ON ITS DISPLAYED TERMS, AS VALUED AT THE TIME OF THE TRANSACTION; OR (B) FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, OR THIS USER AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF JELY HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
(2) We will not be responsible or liable to you for any loss and take no responsibility for damages or claims arising in whole or in part, directly or indirectly from: (a) user error such as forgotten passwords, incorrectly constructed transactions, or mistyped addresses; (b) server failure or data loss; (c) corrupted or otherwise non-performing Wallets or Wallet files; (d) unauthorized access to applications; (e) any unauthorized activities, including without limitation the use of hacking, viruses, phishing, brute forcing or other means of attack against the Services; (e) misrepresentations or mistakes by dealers pertaining to the vehicles and related information.
i. You agree to indemnify and hold harmless JeLY, its affiliates, subsidiaries, directors, managers, members, officers, and employees from any and all claims, demands, actions, damages, losses, costs or expenses, including without limitation, reasonable legal fees, arising out of or relating to your or any other person’s use of your credentials or User Account in connection with: (a) use of the Services; (b) breach of this User Agreement or any other policy; (c) feedback or submissions you provide; or (d) violation of any rights of any other person or entity; provided however, that you shall not indemnify JeLY for claims or losses arising out of JeLY’s gross negligence or willful misconduct. This indemnity shall apply to your successors and assigns and will survive any termination or cancellation of this User Agreement.
ii. Any and all of our indemnities, warranties, and limitations of liability (whether express or implied) are hereby excluded to the fullest extent permitted under law except as set forth herein. We will not be liable, in contract, or tort (including, without limitation, negligence), other than where we have been fraudulent or made knowing misrepresentations. Nothing in this User Agreement excludes or limits liability which may not be limited or excluded under law.
IX. USAGE BY CHILDREN
A. Force Majeure. If by reason in whole or in part of any Force Majeure Event, either you or JeLY is delayed or prevented from complying with this User Agreement, then such delay or non-compliance shall not be deemed to be a breach of this User Agreement and no loss or damage shall be claimed by you or JeLY by reason thereof. “Force Majeure Event” means any event beyond JeLY’s reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction including network splits or “forks” or unexpected changes in a computer network upon which the Services rely.
B. Governing Law. This User Agreement shall be governed by and construed in accordance with laws of the state of Florida.
C. Severability. If any part of this User Agreement is held to be invalid or unenforceable in whole or in part, the validity or enforceability of the other sections of this User Agreement shall not be affected. Any headings contained in this User Agreement are for informational purposes only and are not enforceable provisions of this User Agreement.
D. Assignment. This User Agreement shall be binding on your successors, heirs, personal representatives, and assigns. You may not assign or transfer any of your rights or obligations under this User Agreement without prior written consent of JeLY, which may be withheld in JeLY’s sole discretion. We may assign rights or delegate duties under this User Agreement to an affiliate or subsidiary in our sole discretion.
E. Relationship of the Parties. Nothing in this User Agreement is intended to, nor shall create any partnership, joint venture, agency, consultancy or trusteeship.
F. Entire Agreement. This User Agreement constitutes the entire agreement between you and JeLY with respect to the subject matter described herein and shall supersede all prior agreements and understandings, written or oral, among the Parties. Subsequent discussions or negotiations between you and JeLY will only become part of this User Agreement by way of a written amendment specifically referencing the date and name of this User Agreement.
G. Contact Information. For any purpose, other than technical support requests, you may contact us at firstname.lastname@example.org or by registered post or courier: JeLY Corp, 3191 Grand Ave #330562, Coconut Grove FL 33133.