JLL TECHNOLOGIES PRODUCT END USER LICENSE AGREEMENT 

THIS JLL TECHNOLOGIES PRODUCT TERMS OF SERVICE (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND JONES LANG LASALLE AMERICAS, INC. AND ITS AFFILIATES (COLLECTIVELY, “JLL”).  IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL “YOU” REFERS TO YOU INDIVIDUALLY.  IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “YOU” REFERS TO THAT ENTITY.  BY DOWNLOADING, INSTALLING OR OTHERWISE USING ANY OF JLL’S SOFTWARE APPLICATIONS OR PLATFORMS (EACH, A “PRODUCT”), WHETHER VIA DESKTOP, MOBILE APPLICATION, WEB, HOSTED SERVICE, OR OTHERWISE (EACH, A “DEVICE”), YOU ACKNOWLEDGE THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE, THAT YOU HAVE REVIEWED AND ACCEPT THIS EULA, AND THAT YOU AGREE TO BE BOUND BY ALL OF ITS TERMS.  IF YOU ARE NOT THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU ARE LOCATED OR DO NOT AGREE WITH ALL OF THE TERMS OF THIS EULA, YOU ARE NOT AUTHORIZED TO USE OR OPERATE ANY PRODUCT AND YOU MAY NOT DOWNLOAD, INSTALL, COPY, OR OTHERWISE USE ANY PRODUCT.  IN THIS EULA “INCLUDING” MEANS “INCLUDING, WITHOUT LIMITATION”. 

 

  1. Licenses; Restrictions and Reservation of Rights. 
    1. License.  Subject to this EULA, JLL grants You, during the Term (as defined in Section 5.1), a limited, non-exclusive, non-transferable, and non-sublicensable right to use the Product You have installed, downloaded, or are using, in accordance with JLL’s documentation.    
    2. Restrictions.  You will not, directly or indirectly: (a) modify, disassemble, decompile or reverse engineer a Product (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact JLL and provide JLL an opportunity to create necessary changes for interoperability purposes); (b) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer a Product to any third-party or use a Product to provide time sharing or similar services for any third-party; (c) make any copies of a Product; (d) remove, circumvent, disable, damage, or otherwise interfere with security-related features of a Product, features that prevent or restrict use or copying of any content accessible through a Product, or features that enforce limitations on use of a Product; (e) delete any copyright or other proprietary rights notices in a Product; (f) use a Product for any purpose other than its intended purpose; (g) use a Product in violation of any applicable law, regulation, or governmental rule (“Law”); (h) use a Product to harm others, engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (i) damage, disable, overburden, or impair a Product or any software to services with which a Product interacts; (j) utilize a Product in a manner to abuse, harass, stalk, or otherwise violate the legal rights of a third party; or (k) share passwords or other access information (“Access Credentials”) or devices or otherwise authorize, allow or enable any third party to access or use a Product.  You represent and warrant at all times that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties, including any government, country, corporation or other entity, group or individual with whom or any entity which the Office of Foreign Asset Controls (“OFAC”) sanctions prohibit JLL from engaging in transactions (including any person that appears on the current OFAC list of Specially Designated Nationals and Blocked Persons (the “SDN List”).  You additionally agree that You are strictly liable for any and all uses of Your Access Credentials and all devices under Your reasonable control. 
    3. Reservation of Rights. You agree that the Products are provided under license, and not sold to You.  You do not acquire any ownership interest in the Products under this EULA or any other rights thereto other than to use the Products in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this EULA.  JLL and its licensors and service providers reserve and retain all right, title, and interest in and to the Products and any intellectual property rights in the Products.USE OF A PRODUCT IN ANY MANNER OTHER THAN AS EXPRESSLY PROVIDED IN THIS EULA IS STRICTLY PROHIBITED AND MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF JLL AND/OR ITS LICENSORS, SUBJECTING YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING BREACH OF THIS EULA, MONETARY DAMAGES, AND IMPRISONMENT FOR COPYRIGHT INFRINGEMENT. 
  2. Installation; Accounts; Data and Electronic Communications. 
    1. Installation. In order to install and use certain Products, You may need to provide a valid email address associated with an organization that has subscribed to use such Products (a “Customer Email Address”).  You are responsible for all activities that occur using your Customer Email Address.  You agree to notify JLL or your organization’s Product administrator within twenty-four (24) hours of You becoming aware of or suspecting (a) any security breach or unauthorized use of your Customer Email Address, (b) any other security breach related to a Product; or (c) any violation of any term or condition of this EULA.  If you are not required to register a Customer Email Address for your Product, You will need to provide a personal email address and will be responsible for all activities that occur using your personal email address.   
    2. Collection and Use of Your Information. By using a Product, you agree that JLL may collect personal and other information, manually or automatically, about You (including geolocation and biometric information such as voice data), your use of a Product, the Device You access a Product from and/or any service You may use to access or use a Product.  JLL relies upon the appropriate legal bases under the applicable privacy law to manage your use of a product and for transmission and collection of personal information and special category (sensitive) personal information – including processing personal information where this is necessary for the fulfilment of a contract, where the processing is necessary to carry out its obligations under privacy law, where You have given Your consent, or where it is in its legitimate interests to do so.  Where it relies on legitimate interests, this means that JLL uses personal information to run its business and to provide the services it has been asked to provide.  JLL collects information that has been provided voluntarily by You or on Your behalf.  If You do not provide information needed by JLL, it may be unable to offer certain Products or their features and functionality.  All information JLL collects through or in connection with the Products is subject to JLL’s Privacy Statement for Your jurisdiction.  Where permitted, You expressly consent to the collection and utilization of such information, subject to the Privacy Statement. 
    3. Electronic Communications. By using a Product, You may receive appropriate product related electronic communications from JLL, including via e-mail and in-app notifications.  These electronic communications are part of your relationship with JLL whilst you are using the Product.  Any notices, agreements, disclosures or other communications that JLL sends will satisfy any legal communication requirements, including that such communications be in writing. 
  3. Updates and Changes.  
    1. Provision of Updates.  JLL may (but is not obligated to) develop and provide Product updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”).  Updates may also modify or delete in their entireties certain features and functionality and may be made with or without notice.  JLL may also, at its discretion, deprecate features or functionality of a Product with or without providing notice. 
    2. Installation of Updates.  You will promptly download and install all Updates, which will be deemed part of the applicable Product and subject to all terms and conditions of this EULA. 
    3. Changes to This EULA.  JLL reserves the right to modify or change the terms of this EULA at any time.  If JLL modifies this EULA, JLL will provide notice to you, which may be directly via a Product, via email, or through another medium JLL elects.  Your continued use of a Product following the posting of any changes constitutes an acceptance of those changes. 
  4. Third Party Services and Materials.  Each Product may be compatible with other products and services provided by JLL or third parties.  If Your organization has elected to configure its Product for use with products services provided by third parties (“Third Party Services”), You must have an account with one or more such Third Party Services and Your Product administrator must have agreed to provide access to them.  You understand and acknowledge that Your use of such Third Party Services is governed solely and exclusively by the third party’s terms of use and privacy policies, i.e., not this EULA or the Privacy Statement.  You are responsible for reviewing and complying with such terms of use and privacy policies.  A Product may display, include, or make available third-party content (including software, data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”).  You agree that JLL is not responsible for Third Party Materials and JLL expressly disclaims all liability or responsibility to You or any other person or entity for any Third Party Materials.  Notwithstanding anything to the contrary, You warrant, without limitation, that You are authorized by the relevant third parties to utilize such Third Party Services and view and receive such Third Party Materials.
  5.  Term and Termination. 
    1. Term.  This EULA commences for a Product when You first download, install, or use that Product and will continue in effect until terminated by You or JLL in accordance with Section 5.2 of this EULA, or at such time as your organization’s subscription to use the Product expires or is terminated (“Term”). 
    2. Termination.  You may terminate this EULA by deleting all Products and all copies from any device which they are installed on or are accessed from.  JLL may terminate this EULA at any time with or without notice.  In addition, this EULA will terminate immediately, automatically and without notice if you breach any of its terms and conditions. 
    3. Effect of Termination.  Upon termination: (i) all rights granted to You under this EULA will terminate; and (ii) you must cease all use of the Products and delete all copies of the Products from any devices which they are installed on or are accessed from.  This Section and Sections 1.2 (Restrictions), 1.4 (Reservation of Rights), 2.2 (Collection and Use of Your Information), 6. (Disclaimer of Warranties), 7. (Limitation of Liability), 8. (Indemnification), 9. (Confidentiality), and 11. (Miscellaneous) will survive any termination or expiration of this EULA.  
  6. Disclaimer of Warranties. EACH PRODUCT IS PROVIDED “AS IS”, WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, JLL, ON ITS OWN BEHALF AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.  JLL PROVIDES NO WARRANTY OR UNDERTAKING, AND JLL MAKES NO REPRESENTATION OF ANY KIND THAT A PRODUCT WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER HARDWARE APPLICATION, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

    TO THE EXTENT THAT THE JURISDICTION, WHICH YOU ARE LOCATED IN DOES NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS THE DISALLOWED PORTION OF THE ABOVE EXCLUSIONS AND LIMITATIONS WILL NOT APPLY TO YOU. 
     
  7. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JLL OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE A PRODUCT, FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGE. IN NO EVENT WILL JLL’S OR ITS LICENSORS’ OR SUPPLIERS’ TOTAL CUMULATIVE LIABILITY EXCEED US $500. YOU AGREE THAT THIS PROVISION REFLECTS A REASONABLE ALLOCATION OF RISK AND THAT THE TERMS IN THIS SECTION WILL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED IN THIS EULA FAILS OF ITS ESSENTIAL PURPOSE.  THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR JLL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.  TO THE EXTENT THAT THE JURISDICTION WHICH YOU ARE LOCATED IN DOES NOT PERMIT JLL TO LIMIT ITS LIABILITY UNDER THIS EULA IN ACCORDANCE WITH THIS SECTION, JLL’S LIABILITY WILL BE THE MINIMUM AMOUNT PERMITTED UNDER LAW. 
  8. Indemnification. To the extent permissible under the applicable law of the jurisdiction in which You are located, You agree to indemnify, defend, and hold harmless JLL and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, whether direct or indirect, including reasonable attorneys’ fees, arising from or relating to your misuse of a Product or your breach of this EULA, including to the content you submit or make available through a Product or this EULA. 
  9. Confidentiality.  You agree that the Products contains valuable proprietary information and trade secrets and that unauthorized or improper use of a Product will result in irreparable harm to JLL for which monetary damages would be inadequate and for which JLL will be entitled to immediate injunctive relief.  Accordingly, You will maintain the confidentiality of the proprietary information and not sell, license, publish, display, distribute, disclose, or otherwise make available such proprietary information to any third party, nor use such information except as authorized by this EULA. 
  10. Mobile Product Terms.  
    1. iOS Applications.  The following additional terms and conditions apply with respect to any version of a Product designed for use on an Apple iOS-powered device (an “iOS App”):
      • You acknowledge that this EULA is between You and JLL only, and not with Apple, Inc. (“Apple”).
      • Your use of the iOS App must comply with Apple’s then-current App Store Terms of Service.
      • JLL, and not Apple, is solely responsible for the iOS App and the materials available thereon. You agree that Apple has no obligation to provide maintenance and support services with respect to the iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation with respect to the iOS App.
      • You agree that JLL, and not Apple, is responsible for addressing any claims by you or any third-party relating to the iOS App or your possession and/or use of the iOS App, including: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this EULA and any law applicable to us as provider of the iOS App.
      • You agree that JLL, and not Apple, will be responsible, to the extent required by this EULA, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or your possession and use of the iOS App.
      • You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
      • You agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this EULA as it relates to your license of the iOS App. Upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against You as it relates to Your license of the iOS App as a third-party beneficiary thereof. 
    2. The following additional terms and conditions apply with respect to any version of a Product designed for use on an Android powered device (an “Android App”): 
      • You acknowledge that this EULA is between You and JLL only, and not with Google LLC (f/k/a Google, Inc.) (“Google”).

      •   Your use of the Android App must comply with Google’s then-current Google Play Terms of Service.

      • Google is only a provider of the Android marketplace where you obtained the Android App.  JLL, and not Google, is solely responsible for the Android App.  Google has no obligation or liability to you with respect to the Android App or this EULA.

      • You acknowledge and agree that Google is a third-party beneficiary to this EULA as is relates to the Android App.  Upon your acceptance of this EULA, Google will have the right (and will be deemed to have accepted the right) to enforce this EULA against You as it relates to Your license of the Android App as a third-party beneficiary thereof. 

      • JLL does not warrant that any of the Products will be compatible with Your mobile devices.  You acknowledge that standard carrier data charges may apply to your use of a Product. 

  11. Miscellaneous.
    1. Notices.  JLL may give notice to You by means of electronic mail to your e-mail address on record with JLL, or, for JLL, as posted on JLL’s corporate website or via a notification in a Product, and will be deemed to have been given (a) when sent if sent via electronic communication or in Product notification (b) when delivered by hand (with written confirmation of receipt), or (c) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid.  All communications and notices to be made or given pursuant to this EULA will be in the English language.
    2. Export Regulation. Each Product and this EULA may be subject to export control laws, including the US Export Administration Act and its associated regulations.  You will not, directly or indirectly, export, re-export, or release any Product to, or make the EULA accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.  You will comply with all applicable laws, regulations, and rules, and complete all required undertakings of the United States and all other relevant jurisdictions (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the EULA or any Product available outside the country in which you are located. 
    3. US Government Rights. The Products are commercial computer software, as such term is defined in 48 C.F.R. §2.101.  Accordingly, if You are an agency of the US Government or any contractor therefor, you receive only those rights with respect to a Product as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. 
    4. Severability. If any provision of this EULA is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this EULA will continue in full force and effect. 
    5. Governing Law. This EULA is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule.  The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) are specifically disclaimed.  Any legal suit, action, or proceeding arising out of or related to this EULA or a Product will be instituted exclusively in the federal courts of the United States for the courts of the State of New York.  You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.  
    6. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS EULA OR A PRODUCT MUST BE COMMENCED WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED OR THE MINIMUM TIME PERIOD LIMITATION PERMISSIBLE UNDER APPLICABLE LAW IN THE JURISDICTION IN WHICH YOU ARE LOCATED, WHICHEVER IS GREATER. 
    7. Entire Agreement. This EULA and the Privacy Statement constitute the entire agreement between You and JLL with respect to the Products and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Products.  For clarity, this EULA is in addition to and does not replace any terms of any commercial agreement between any entity You represent and JLL. 
  12. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. 
  13. Contact JLL.  If You have any questions about this EULA or otherwise need to contact us for any reason, you can reach us at jlltlaw@am.jll.com.

 

ADDITIONAL TERMS AND MODIFICATIONS IF YOU ARE LOCATED IN:  

AUSTRALIA 

  • Article 7 is replaced in its entirety with the following: 

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JLL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION, FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGE. IN NO EVENT SHALL JLL’S OR ITS LICENSOR’S OR SUPPLIERS’ TOTAL CUMULATIVE LIABILITY EXCEED FIVE HUNDRED DOLLARS (US $500).  YOU ACKNOWLEDGE THAT THIS PROVISION REFLECTS A REASONABLE ALLOCATION OF RISK AND THAT THE TERMS IN THIS SECTION 7 (LIMITATION OF LIABILITY) SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.  NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR LOSSES ARISING OUT OF (I) DEATH OR PERSONAL INJURY CAUSED BY A PARTY’S NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) LOSSES OR DAMAGES THAT CANNOT BE EXCLUDED BY APPLICABLE LAW. 

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR JLL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. 

  • Article 8 is replaced in its entirety with the following: 

Indemnification. You agree to indemnify, defend, and hold harmless JLL and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.  

CANADA 

  • Article 6 is replaced in its entirety with the following: 

Disclaimer of Warranties and Conditions. THE APPLICATION IS PROVIDED “AS IS”, WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, JLL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES AND CONDITIONS THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, JLL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER HARDWARE APPLICATION, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS SHALL AFFECT ANY STATUTORY RIGHTS THAT YOU CANNOT ‎CONTRACTUAL AGREE TO ALTER OR WAIVE AND ARE LEGALLY ALWAYS ENTITLED TO AS A ‎CONSUMER.‎ 

  • Article 7 is replaced in its entirety with the following 

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JLL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION, FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGE. IN NO EVENT SHALL JLL’S OR ITS LICENSOR’S OR SUPPLIERS’ TOTAL CUMULATIVE LIABILITY EXCEED FIVE HUNDRED DOLLARS (US $500). YOU ACKNOWLEDGE THAT THIS PROVISION REFLECTS A REASONABLE ALLOCATION OF RISK AND THAT THE TERMS IN THIS SECTION 7. (LIMITATION OF LIABILITY) SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.   

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR JLL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.  IF YOU ARE A NEW JERSEY RESIDENT OR THIS SECTION 7 IS OTHERWISE RESTRICTED UNDER APPLICABLE LAW IN YOUR JURISDICTION, THIS LIMITATION OF LIABILITY SECTION IS TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED BY THE LAW OF THE STATE OF NEW JERSEY OR SUCH OTHER JURISDICTION, AS APPLICABLE. 

  • Section 11.5 is replaced in its entirety with the following 

Governing Law.  This Agreement is governed by and construed in accordance with the internal laws of the Province of Ontario without giving effect to any choice or conflict of law provision or rule. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) are specifically disclaimed. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the provincial courts of Ontario or the federal courts of Canada, as applicable. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 

  • Section 11.6 is removed in its entirety. 

 

EUROPEAN UNION 

  • Section 1.4 is replaced in its entirety with the following 

Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. JLL and its licensors and service providers reserve and shall retain all right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. 

  1. Article 6 is replaced in its entirety with the following: 

The Application is provided on an “as is” and “as available” basis and JLL and its licensors and third party service providers (collectively, and together with their respective directors, officers, employees, contractors and agents, the “Parties”)  do not guarantee, represent or warrant that the use of the Application will be uninterrupted or error-free, and you acknowledge that from time to time JLL may remove or limit the Application or portions thereof for indefinite periods of time or terminate the Application or portions thereof at any time. 

To the fullest extent permitted by law, the Parties expressly disclaim all warranties, express or implied, in connection with the Application and your use of them, including but not limited to the implied warranties of quality, accuracy, timeliness, completeness, correctness, non-infringement, reliability, suitability or fitness for a particular purpose. The Parties also disclaim any and all other warranties, express, implied or statutory. 

In connection with your use of the Application, you expressly agree that the Parties are not responsible or liable for any content, act or omission of any third party including, without limitation, any threatening, defamatory, obscene, offensive or illegal conduct or content, or any infringement of your or another’s rights including, without limitation, privacy and intellectual property rights and you hereby release the Application Service Parties  from any and all such claims based on the conduct and content of third parties. 

The Parties do not represent or guarantee that the Application will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion. 

  • Article 7 is replaced in its entirety with the following: 

Nothing in this Agreement shall exclude or limit either party’s liability for (i) tort of deceit; (ii) death or personal injury caused by its negligence; (iii) any breach of the obligations implied by Section 12 Sale of Goods Act 1979 or Section 2 Supply of Goods and Services Act 1982; or (iv) any liability which cannot be excluded by law. To the maximum extent permitted by applicable law, in no event will JLL and its third party licensors and suppliers be liable under this Agreement to you or any third party for any of the following damages or losses (whether direct or indirect, even if it has been advised of possibility of such damages, arising out of or in connection with this Agreement, howsoever caused and whether or not foreseeable): (i) loss of profits; (ii) loss of data; (iii) loss of business; (iv) loss of anticipated savings; (v) loss of opportunity including costs of procuring substitute goods, software or support services; and (vi) any incidental, special or consequential damages or losses.  

To the maximum extent permitted by applicable law, in no event shall the maximum cumulative liability of each party in connection with this Agreement and the Application, regardless of the form(s) of action, whether in contract, tort, strict liability or otherwise, exceed €500.  

  • Article 8 is replaced in its entirety with the following: 

Indemnification. You agree to indemnify, defend, and hold harmless JLL and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, proceedings, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind whatsoever, including reasonable legal fees, arising from or relating to your misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application. 

  • Article 11 is replaced in its entirety with the following: 

11.1 Notices.  JLL may give notice to you by means of electronic mail to your e-mail address on record with JLL, or, for JLL, as posted on JLL’s corporate website, and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), or (b) when received by the addressee if sent by a nationally recognised overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.   

11.2 Export Regulation. You agree to comply with all applicable laws, rules and regulations in connection with your activities under this Agreement including without limitation, those applied by the United Kingdom and the United States. Regardless of any disclosure made by you to JLL, you shall not export or re-export directly or indirectly, the Application without first obtaining all written consents or authorisations which may be required by such laws, rules or regulations. 

11.3 Severability. In the event any provision of this Agreement is held to be invalid or unenforceable the remaining provisions of this Agreement will remain in full force and effect. 

11.4 Governing Law. This Agreement and any other obligations arising out of or in connection with this Agreement shall be governed by and interpreted in accordance with the laws of Germany.  Each of the Parties irrevocably agrees that any dispute or claim arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts for Frankfurt, Germany.  In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover costs and legal fees.  This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement. 

11.5 Entire Agreement. This Agreement and the Privacy Policy constitute the entire agreement between you and JLL with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application. 

11.6 Third Party Rights. Except as expressly provided, a person who is not a party to this Agreement will not have any rights under this Agreement or any national or local law to enforce any term of this Agreement.  

11.7 Waiver. No failure to exercise or enforce, and no delay in exercising or enforcing, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern. 

11.8 Contact JLL.  If you have any questions about this Agreement or otherwise need to contact us for any reason, you can reach us at Jet.support@am.jll.com. 

 

PANAMA 

  • The following is added to the end of Section 2.2: 

With respect to Your data, you retain the rights of access, rectification, cancellation, opposition and portability as the corresponding laws may regulate.  In the event JLL uses third-party hosting services, You hereby accept the use of such third-party hosting services and You grant JLL your consent to the transfer of your data to such third-party hosting services. 

  • Article 4 is replaced in its entirety with the following: 

Third Party Services and Materials.  The Application is designed to be compatible with services provided by JLL and third parties.  If your organization has elected to configure its Jet Platform implementation for use with services provided by third parties (“Third Party Services”) you must have an account with one or more such Third Party Services and your Jet Platform administrator must have  agreed to access to them.  You understand and acknowledge that your use of such Third Party Services is governed by the terms of use and privacy policies of such services (as applicable) and not this Agreement.  You alone are responsible for reviewing and complying with such terms of use and privacy policies and determining whether your use of such Third Party Services complies with such terms. The Application may display, include, or make available third-party content (including software, data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (”Third Party Materials”). You grant your express consent to JLL to allow such providers to access your data, including sensitive data if applicable, whenever it may be required.  You acknowledge and agree that JLL is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. JLL does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials.  

 

SINGAPORE 

  • Section 11.5 is replaced in its entirety with the following: 

Governing Law. This EULA is governed by and construed in accordance with the laws of Singapore without giving effect to any choice or conflict of law provision or rule.  The application of the United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.  Any legal suit, action, or proceeding arising out of or related to this EULA or a Product will be instituted exclusively in the courts of Singapore.  You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.  

  • Section 11.6 is replaced in its entirety with the following: 

Third Party Rights. Except as expressly provided, a person who is not a party to this EULA will not have any rights under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this EULA.  

 

UNITED ARAB EMIRATES 

  • The following is added to the end of Section 5.2: 

You acknowledge and agree that no court order will be required to give effect to any termination of this EULA in accordance with its terms. 

  • The final sentence of Article 7 is replaced in its entirety with the following: 

IF YOU ARE A NEW JERSEY RESIDENT, THIS LIMITATION OF LIABILITY SECTION IS TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED BY THE LAW OF THE STATE OF NEW JERSEY OR THE LAWS OF THE UAE, AS APPLIED IN THE EMIRATE IN WHICH YOU RESIDE. 

  • The final sentence of Article 8 is replaced in its entirety with the following: 

If you are a New Jersey resident, or a resident of the United Arab Emirates (UAE), this indemnification clause is to be only as broad and inclusive as is permitted by the law of the state of New Jersey or the laws of the UAE, as applied in the Emirate in which you reside. 

  • Section 11.5 is replaced in its entirety with the following: 

Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) are specifically disclaimed. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be that is not settled by the parties within sixty days (60) days of one party notifying the other in writing, any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the International Chamber of Commerce Rules of Arbitration (Rules), which Rules are deemed to be incorporated by reference into this clause.  The number of arbitrators shall be one.  The seat, or legal place, of arbitration shall be New York City, New York, United States of America.  The language to be used in the arbitral proceedings shall be English. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.  

 

UNTIED KINGDOM 

  • Section 1.4 is replaced in its entirety with the following 

Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. JLL and its licensors and service providers reserve and shall retain all right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. 

  • Article 6 is replaced in its entirety with the following: 

The Application is provided on an “as is” and “as available” basis and JLL and its licensors and third party service providers (collectively, and together with their respective directors, officers, employees, contractors and agents, the “Parties)  do not guarantee, represent or warrant that the use of the Application will be uninterrupted or error-free, and you acknowledge that from time to time JLL may remove or limit the Application or portions thereof for indefinite periods of time or terminate the Application or portions thereof at any time. 

To the fullest extent permitted by law, the Parties expressly disclaim all warranties, express or implied, in connection with the Application and your use of them, including but not limited to the implied warranties of quality, accuracy, timeliness, completeness, correctness, non-infringement, reliability, suitability or fitness for a particular purpose. The Parties also disclaim any and all other warranties, express, implied or statutory. 

In connection with your use of the Application, you expressly agree that the Parties are not responsible or liable for any content, act or omission of any third party including, without limitation, any threatening, defamatory, obscene, offensive or illegal conduct or content, or any infringement of your or another’s rights including, without limitation, privacy and intellectual property rights and you hereby release the Application Service Parties  from any and all such claims based on the conduct and content of third parties. 

The Parties do not represent or guarantee that the Application will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion. 

  • Article 7 is replaced in its entirety with the following: 

Nothing in this Agreement shall exclude or limit either party’s liability for (i) tort of deceit; (ii) death or personal injury caused by its negligence; (iii) any breach of the obligations implied by Section 12 Sale of Goods Act 1979 or Section 2 Supply of Goods and Services Act 1982; or (iv) any liability which cannot be excluded by law. To the maximum extent permitted by applicable law, in no event will JLL and its third party licensors and suppliers be liable under this Agreement to you or any third party for any of the following damages or losses (whether direct or indirect, even if it has been advised of possibility of such damages, arising out of or in connection with this Agreement, howsoever caused and whether or not foreseeable): (i) loss of profits; (ii) loss of data; (iii) loss of business; (iv) loss of anticipated savings; (v) loss of opportunity including costs of procuring substitute goods, software or support services; and (vi) any incidental, special or consequential damages or losses.  

To the maximum extent permitted by applicable law, in no event shall the maximum cumulative liability of each party in connection with this Agreement and the Application, regardless of the form(s) of action, whether in contract, tort, strict liability or otherwise, exceed £500.  

  • Article 8 is replaced in its entirety with the following: 

Indemnification. You agree to indemnify, defend, and hold harmless JLL and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, proceedings, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind whatsoever, including reasonable legal fees, arising from or relating to your misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application. 

  • Article 11 is replaced in its entirety with the following: 

11.1 Notices.  JLL may give notice to you by means of electronic mail to your e-mail address on record with JLL, or, for JLL, as posted on JLL’s corporate website, and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), or (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.   

11.2 Export Regulation. You agree to comply with all applicable laws, rules and regulations in connection with your activities under this Agreement including without limitation, those applied by the United Kingdom and the United States. Regardless of any disclosure made by you to JLL, you shall not export or re-export directly or indirectly, the Application without first obtaining all written consents or authorizations which may be required by such laws, rules or regulations. 

11.3 Severability. In the event, any provision of this Agreement is held to be invalid or unenforceable the remaining provisions of this Agreement will remain in full force and effect. 

11.4 Governing Law. This Agreement and any other obligations arising out of or in connection with this Agreement shall be governed by and interpreted in accordance with the laws of England and Wales.  Each of the Parties irrevocably agrees that any dispute or claim arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English courts. In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover costs and legal fees. This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement. 

11.5 Entire Agreement. This Agreement and the Privacy Policy constitute the entire agreement between you and JLL with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application. 

11.6 Third Party Rights. Except as expressly provided, a person who is not a party to this Agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.  

11.7 Waiver. No failure to exercise or enforce, and no delay in exercising or enforcing, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern. 

11.8 Contact JLL.  If you have any questions about this Agreement or otherwise need to contact us for any reason, you can reach us at Jet.support@am.jll.com. 

THESE APPLICATION TERMS AND CONDITIONS (THIS “AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND JONES LANG LASALLE SERVICES (JERSEY) LIMITED (“JLL”). IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL “YOU” REFERS TO YOU INDIVIDUALLY.  IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “YOU” REFERS TO THAT ENTITY. BY DOWNLOADING, INSTALLING OR OTHERWISE USING JLL’S JET APPLICATION (THE “APPLICATION”), WHICH ENABLES ACCESS TO AND USE OF JLL’S JET PLATFORM (THE “JET PLATFORM”), YOU ACKNOWLEDGE THAT YOU ARE AT LEAST 21 YEARS OF AGE, THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ALL OF ITS TERMS.  IF YOU ARE NOT 21 YEARS OF AGE OR DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE OR OPERATE THE APPLICATION AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE APPLICATION.  

  1. Licenses; Restrictions and Reservation of Rights.   
    1. License.  Subject to your compliance with the terms and conditions of this Agreement, JLL hereby grants you, during the term of this Agreement, a limited, non-exclusive, non-transferable and non-sublicensable right to download, install and execute, in accordance with JLL’s documentation, one (1) copy of the object code version of the Application.    
    2. Restrictions.  You shall not, directly or indirectly, or permit any person or third party to:  (a) modify, disassemble, decompile or reverse engineer the Application (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact JLL and provide JLL an opportunity to create such changes as are needed for interoperability purposes); (b) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Application to any third-party or use the Application to provide time sharing or similar services for any third-party; (c) make any copies of the Application; (d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Application, features that prevent or restrict use or copying of any content accessible through the Application, or features that enforce limitations on use of the Application; (e) delete the copyright and other proprietary rights notices on the Application; (f) use the Application for any purpose other than its intended purpose; or (g) use the Application in violation of any federal, state or local law, regulation or rule.  
    3. Acceptable Use.  You must not use the Application to: (a) harm others, engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (b) damage, disable, overburden, or impair the Application or any software to services with which the Application interacts; (c) abuse, harass, stalk or otherwise violate the legal rights of a third party; or (d) share passwords or other access information or devices or otherwise authorize, allow or enable any third party to access or use the Application. 
    4. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. JLL and its licensors and service providers reserve and shall retain all right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.USE OF THE APPLICATION IN ANY MANNER OTHER THAN AS PROVIDED IN THIS AGREEMENT IS STRICTLY PROHIBITED AND MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF JLL AND/OR ITS LICENSOR(S), SUBJECTING YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING WITHOUT LIMITATION MONETARY DAMAGES AND IMPRISONMENT FOR COPYRIGHT INFRINGEMENT. 
  2. Installation; Accounts; Data and Electronic Communications. 
    1. Installation. You need not separately register with JLL to simply download the Application.  However, in order to install and use the Application, you will need a valid email address associated with an organization that has subscribed to use the Jet Platform (a “Customer Email Address”) You are responsible for all activities that occur using your Customer Email Address. You agree to notify JLL or your organization’s Jet Platform administrator if there is any unauthorized use of your Customer Email Address, or if you learn of any other breach of security in relation to the Jet Platform or the Application.   
    2. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, JLL may use automatic means to collect information about your use of the Application, your mobile device and/or your wireless service. Use of the Application operates as your consent to the transmission and collection of such information. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality. All information JLL collects through or in connection with the Application is subject to JLL’s Privacy Policy (https://www.us.jll.com/en/mobile-app-privacy-statement). By downloading, installing, using, and providing information to or through the Application, you consent to all actions taken by JLL with respect to your information in compliance with the Privacy Policy. 
    3. Electronic Communications. By using the Application, you expressly consent and agree to accept and receive electronic communications from JLL, including via e-mail and in-app notifications. These electronic communications are part of your relationship with JLL.  You agree that any notices, agreements, disclosures or other communications that JLL sends you will satisfy any legal communication requirements, including that such communications be in writing. 
  3. Updates and Changes.  
    1. Provision of Updates.  JLL may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that JLL has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your device is connected to the internet either: (i) the Application will automatically download and install Updates; or (ii) you may receive notice of or be prompted to download and install available Updates. 
    2. Installation of Updates.  You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement. 
    3. Changes to This Agreement.  JLL reserves the right, in its sole discretion, to modify or change the terms of this Agreement at any time.  If JLL makes changes to this Agreement, JLL will provide notice via the Application or via email.  Your continued use of the Application following the posting of any changes to the Agreement constitutes an acceptance of those changes. 
  4. Third Party Services and Materials.  The Application is designed to be compatible with services provided by JLL and third parties.  If your organization has elected to configure its Jet Platform implementation for use with services provided by third parties (“Third Party Services”) you must have an account with one or more such Third Party Services and your Jet Platform administrator must have  agreed to access to them.  You understand and acknowledge that your use of such Third Party Services is governed by the terms of use and privacy policies of such services (as applicable) and not this Agreement.  You alone are responsible for reviewing and complying with such terms of use and privacy policies and determining whether your use of such Third Party Services complies with such terms. The Application may display, include, or make available third-party content (including software, data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (”Third Party Materials”). You acknowledge and agree that JLL is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. JLL does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials.  
  5. Term and Termination. 
    1. Term.  The term of Agreement commences when you download and install the Application and will continue in effect until terminated by you or JLL, or at such time as your organization’s subscription to use the Jet Platform expires or is terminated. 
    2. Termination.  You may terminate this Agreement by deleting the Application and all copies thereof from your mobile device.  JLL may terminate this Agreement at any time without notice if it ceases to support the Application, which JLL may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you breach any of its terms and conditions. You acknowledge and agree that no court order will be required to give effect to any termination of this Agreement in accordance with its terms.  
    3. Effect of Termination.  Upon termination: (i)  all rights granted to you under this Agreement will also terminate; and (ii)  you must cease all use of the Application and delete all copies of the Application from your Mobile Device. This Section and Sections 1.2 (Restrictions), 1.4 (Reservation of Rights), 2.2 (Collection and Use of Your Information), 6. (Disclaimer of Warranties), 7. (Limitation of Liability), 8. (Indemnification), 9. (Confidentiality), and 11. (Miscellaneous) shall survive any termination or expiration of this Agreement.  
  6. Disclaimer of Warranties. THE APPLICATION IS PROVIDED “AS IS”, WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, JLL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, JLL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER HARDWARE APPLICATION, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.  
  7. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JLL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION, FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGE. IN NO EVENT SHALL JLL’S OR ITS LICENSOR’S OR SUPPLIERS’ TOTAL CUMULATIVE LIABILITY EXCEED FIVE HUNDRED DOLLARS (US $500). YOU ACKNOWLEDGE THAT THIS PROVISION REFLECTS A REASONABLE ALLOCATION OF RISK AND THAT THE TERMS IN THIS SECTION 7. (LIMITATION OF LIABILITY) SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.  THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR JLL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.  IF YOU ARE A NEW JERSEY RESIDENT, THIS LIMITATION OF LIABILITY SECTION IS TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED BY THE LAW OF THE STATE OF NEW JERSEY OR THE LAWS OF THE UAE, AS APPLIED IN THE EMIRATE IN WHICH YOU RESIDE. 
  8. Indemnification. You agree to indemnify, defend, and hold harmless JLL and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.  If you are a New Jersey resident, or a resident of the United Arab Emirates (UAE), this indemnification clause is to be only as broad and inclusive as is permitted by the law of the state of New Jersey or the laws of the UAE, as applied in the Emirate in which you reside. 
  9. Confidentiality.  You acknowledge that the Application contains valuable proprietary information and trade secrets and that unauthorized or improper use of the Application will result in irreparable harm to JLL for which monetary damages would be inadequate and for which JLL will be entitled to immediate injunctive relief. Accordingly, you will maintain the confidentiality of the proprietary information and not sell, license, publish, display, distribute, disclose or otherwise make available such proprietary information to any third party, nor use such information except as authorized by this Agreement. 
  10. Mobile Application Terms.   
    1. iOS Applications.  The following additional terms and conditions apply with respect to any Mobile Application that JLL provides to you that is designed for use on an Apple iOS-powered mobile device (an “iOS App”): 
      1. You acknowledge that this Agreement is between you and JLL only, and not with Apple, Inc. (“Apple”). 
      2. Your use of the iOS App must comply with Apple’s then-current App Store Terms of Service. 
      3. JLL, and not Apple, is solely responsible for the iOS App and the materials available thereon.  You acknowledge that Apple has no obligation to provide maintenance and support services with respect to the iOS App.  To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App. 
      4. You agree that JLL, and not Apple, is responsible for addressing any claims by you or any third-party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to us as provider of the iOS App. 
      5. You agree that JLL, and not Apple, shall be responsible, to the extent required by this Agreement, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or your possession and use of the iOS App. 
      6. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. 
      7. You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App). 
      8. You agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this Agreement as it relates to your license of the iOS App.  Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as it relates to your license of the iOS App as a third-party beneficiary thereof. 
    2. The following additional terms and conditions apply with respect to any Mobile Application that JLL provides to you designed for use on an Android-powered mobile device (an “Android App”):
      1. You acknowledge that this Agreement is between you and JLL only, and not with Google, Inc. (“Google”).  
      2. Your use of the Android App must comply with Google’s then-current Google Play Terms of Service. 
      3. Google is only a provider of the Android marketplace where you obtained the Android App.  JLL, and not Google, is solely responsible for the Android App and the materials available thereon.  Google has no obligation or liability to you with respect to the Android App or this Agreement. 
      4. You acknowledge and agree that Google is a third-party beneficiary to this Agreement as is relates to the Android App. 

        JLL does not warrant that the Mobile Applications will be compatible with your mobile devices.  You acknowledge that standard carrier data charges may apply to your use of our Mobile Applications.

  11. Miscellaneous. 
    1. Notices.  JLL may give notice to you by means of electronic mail to your e-mail address on record with JLL, or, for JLL, as posted on JLL’s corporate website, and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), or (b) when received by the addressee if sent by a nationally recognized commercial overnight (or express international) courier (receipt requested). All communications and notices to be made or given pursuant to this Agreement shall be in the English language.   
    2. Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US. 
    3. US Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. 
    4. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. 
    5. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) are specifically disclaimed. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be that is not settled by the parties within sixty days (60) days of one party notifying the other in writing, any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the International Chamber of Commerce Rules of Arbitration (Rules), which Rules are deemed to be incorporated by reference into this clause.  The number of arbitrators shall be one.  The seat, or legal place, of arbitration shall be New York City, New York, United States of America.  The language to be used in the arbitral proceedings shall be English. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.  
    6. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 
    7. Entire Agreement. This Agreement and the Privacy Policy constitute the entire agreement between you and JLL with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application. 
    8. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern. 
    9. Contact JLL.  If you have any questions about this Agreement or otherwise need to contact us for any reason, you can reach us at Jet.support@am.jll.com. 

 

THESE APPLICATION TERMS AND CONDITIONS (THIS “AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND JONES LANG LASALLE SERVICES (JERSEY) LIMITED (“JLL”). IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL “YOU” REFERS TO YOU INDIVIDUALLY.  IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “YOU” REFERS TO THAT ENTITY. BY DOWNLOADING, INSTALLING OR OTHERWISE USING JLL’S JET APPLICATION (THE “APPLICATION”), WHICH ENABLES ACCESS TO AND USE OF JLL’S JET PLATFORM (THE “JET PLATFORM”), YOU ACKNOWLEDGE THAT YOU ARE AT LEAST 18 YEARS OF AGE, THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ALL OF ITS TERMS.  IF YOU ARE NOT 18 YEARS OF AGE OR DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE OR OPERATE THE APPLICATION AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE APPLICATION.  

 

  1. Licenses; Restrictions and Reservation of Rights.   
    1. License. Subject to your compliance with the terms and conditions of this Agreement, JLL hereby grants you, during the term of this Agreement, a limited, non-exclusive, non-transferable and non-sublicensable right to download, install and execute, in accordance with JLL’s documentation, one copy of the object code version of the Application.    
    2. Restrictions. You shall not, directly or indirectly, or permit any person or third party to:  (a) modify, disassemble, decompile or reverse engineer the Application (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact JLL and provide JLL an opportunity to create such changes as are needed for interoperability purposes); (b) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Application to any third-party or use the Application to provide time sharing or similar services for any third-party; (c) make any copies of the Application; (d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Application, features that prevent or restrict use or copying of any content accessible through the Application, or features that enforce limitations on use of the Application; (e) delete the copyright and other proprietary rights notices on the Application; (f) use the Application for any purpose other than its intended purpose; or (g) use the Application in violation of any federal, state or local law, regulation or rule.  
    3. Acceptable Use.  You must not use the Application to: (a) harm others, engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (b) damage, disable, overburden, or impair the Application or any software to services with which the Application interacts; (c) abuse, harass, stalk or otherwise violate the legal rights of a third party; or (d) share passwords or other access information or devices or otherwise authorize, allow or enable any third party to access or use the Application. 
    4. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. JLL and its licensors and service providers reserve and shall retain all right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.USE OF THE APPLICATION IN ANY MANNER OTHER THAN AS PROVIDED IN THIS AGREEMENT IS STRICTLY PROHIBITED AND MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF JLL AND/OR ITS LICENSOR(S), SUBJECTING YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING WITHOUT LIMITATION MONETARY DAMAGES AND IMPRISONMENT FOR COPYRIGHT INFRINGEMENT. 
  2. Installation; Accounts; Data and Electronic Communications. 
    1. Installation. You need not separately register with JLL to simply download the Application.  However, in order to install and use the Application, you will need a valid email address associated with an organization that has subscribed to use the Jet Platform (a “Customer Email Address”) You are responsible for all activities that occur using your Customer Email Address. You agree to notify JLL or your organization’s Jet Platform administrator if there is any unauthorized use of your Customer Email Address, or if you learn of any other breach of security in relation to the Jet Platform or the Application.   
    2. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, JLL may use automatic means to collect information about your use of the Application, your mobile device and/or your wireless service. Use of the Application operates as your express consent to the transmission and collection of such information. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality. All information JLL collects through or in connection with the Application is subject to JLL’s Privacy Policy (https://www.us.jll.com/en/mobile-app-privacy-statement). By downloading, installing, using, and providing information to or through the Application, you consent to all actions taken by JLL with respect to your information in compliance with the Privacy Policy.  With respect to your data, you retain the rights of access, rectification, cancellation, opposition and portability as the corresponding laws may regulate.  In the event JLL uses third-party hosting services, you hereby accept the use of such third-party hosting services and you grant JLL your consent to the transfer of your data to such third-party hosting services.  
    3. Electronic Communications. By using the Application, you expressly consent and agree to accept and receive electronic communications from JLL, including via e-mail and in-app notifications. These electronic communications are part of your relationship with JLL.  You agree that any notices, agreements, disclosures or other communications that JLL sends you will satisfy any legal communication requirements, including that such communications be in writing. 
  3. Updates and Changes.  
    1. Provision of Updates.  JLL may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that JLL has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your device is connected to the internet either: (i) the Application will automatically download and install Updates; or (ii) you may receive notice of or be prompted to download and install available Updates. 
    2. Installation of Updates.  You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement. 
    3. Changes to This Agreement.  JLL reserves the right, in its sole discretion, to modify or change the terms of this Agreement at any time.  If JLL makes changes to this Agreement, JLL will provide notice via the Application or via email.  Your continued use of the Application following the posting of any changes to the Agreement constitutes an acceptance of those changes. 
  4. Third Party Services and Materials.  The Application is designed to be compatible with services provided by JLL and third parties.  If your organization has elected to configure its Jet Platform implementation for use with services provided by third parties (“Third Party Services”) you must have an account with one or more such Third Party Services and your Jet Platform administrator must have  agreed to access to them.  You understand and acknowledge that your use of such Third Party Services is governed by the terms of use and privacy policies of such services (as applicable) and not this Agreement.  You alone are responsible for reviewing and complying with such terms of use and privacy policies and determining whether your use of such Third Party Services complies with such terms. The Application may display, include, or make available third-party content (including software, data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (”Third Party Materials”). You grant your express consent to JLL to allow such providers to access your data, including sensitive data if applicable, whenever it may be required.  You acknowledge and agree that JLL is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. JLL does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials.  
  5. Term and Termination. 
    1. Term.  The term of Agreement commences when you download and install the Application and will continue in effect until terminated by you or JLL, or at such time as your organization’s subscription to use the Jet Platform expires or is terminated. 
    2. Termination.  You may terminate this Agreement by deleting the Application and all copies thereof from your mobile device.  JLL may terminate this Agreement at any time without notice if it ceases to support the Application, which JLL may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you breach any of its terms and conditions. 
    3. Effect of Termination.  Upon termination: (i)  all rights granted to you under this Agreement will also terminate; and (ii)  you must cease all use of the Application and delete all copies of the Application from your Mobile Device. This Section and Sections 1.2 (Restrictions), 1.4 (Reservation of Rights), 2.2 (Collection and Use of Your Information), 6 (Disclaimer of Warranties), 7 (Limitation of Liability), 8 (Indemnification), 9 (Confidentiality), and 11 (Miscellaneous) shall survive any termination or expiration of this Agreement.  
  6. Disclaimer of Warranties. THE APPLICATION IS PROVIDED “AS IS”, WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, JLL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, JLL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER HARDWARE APPLICATION, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.  
  7. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JLL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION, FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGE. IN NO EVENT SHALL JLL’S OR ITS LICENSOR’S OR SUPPLIERS’ TOTAL CUMULATIVE LIABILITY EXCEED FIVE HUNDRED DOLLARS (US $500). YOU ACKNOWLEDGE THAT THIS PROVISION REFLECTS A REASONABLE ALLOCATION OF RISK AND THAT THE TERMS IN THIS SECTION 7 (LIMITATION OF LIABILITY) SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.  THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR JLL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.  IF YOU ARE A NEW JERSEY RESIDENT, THIS LIMITATION OF LIABILITY SECTION IS TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED BY THE LAW OF THE STATE OF NEW JERSEY. 
  8. Indemnification. You agree to indemnify, defend, and hold harmless JLL and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.  If you are a New Jersey resident, this indemnification clause is to be only as broad and inclusive as is permitted by the law of the state of New Jersey. 
  9. Confidentiality.  You acknowledge that the Application contains valuable proprietary information and trade secrets and that unauthorized or improper use of the Application will result in irreparable harm to JLL for which monetary damages would be inadequate and for which JLL will be entitled to immediate injunctive relief. Accordingly, you will maintain the confidentiality of the proprietary information and not sell, license, publish, display, distribute, disclose or otherwise make available such proprietary information to any third party, nor use such information except as authorized by this Agreement. 
  10. Mobile Application Terms.   
    1. iOS Applications.  The following additional terms and conditions apply with respect to any Mobile Application that JLL provides to you that is designed for use on an Apple iOS-powered mobile device (an “iOS App”): 
      1. You acknowledge that this Agreement is between you and JLL only, and not with Apple, Inc. (“Apple”). 
      2. Your use of the iOS App must comply with Apple’s then-current App Store Terms of Service. 
      3. JLL, and not Apple, is solely responsible for the iOS App and the materials available thereon.  You acknowledge that Apple has no obligation to provide maintenance and support services with respect to the iOS App.  To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App. 
      4. You agree that JLL, and not Apple, is responsible for addressing any claims by you or any third-party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to us as provider of the iOS App. 
      5. You agree that JLL, and not Apple, shall be responsible, to the extent required by this Agreement, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or your possession and use of the iOS App. 
      6. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. 
      7. You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App). 
      8. You agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this Agreement as it relates to your license of the iOS App.  Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as it relates to your license of the iOS App as a third-party beneficiary thereof. 
    2. The following additional terms and conditions apply with respect to any Mobile Application that JLL provides to you designed for use on an Android-powered mobile device (an “Android App”): 
      1. You acknowledge that this Agreement is between you and JLL only, and not with Google, Inc. (“Google”).  
      2. Your use of the Android App must comply with Google’s then-current Google Play Terms of Service. 
      3. Google is only a provider of the Android marketplace where you obtained the Android App. JLL, and not Google, is solely responsible for the Android App and the materials available thereon.  Google has no obligation or liability to you with respect to the Android App or this Agreement. 
      4. You acknowledge and agree that Google is a third-party beneficiary to this Agreement as is relates to the Android App.JLL does not warrant that the Mobile Applications will be compatible with your mobile devices.  You acknowledge that standard carrier data charges may apply to your use of our Mobile Applications. 
  11. Miscellaneous. 
    1. Notices.  JLL may give notice to you by means of electronic mail to your e-mail address on record with JLL, or, for JLL, as posted on JLL’s corporate website, and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), or (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.   
    2. Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US. 
    3. US Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. 
    4. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect. 
    5. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) are specifically disclaimed. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.  
    6. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 
    7. Entire Agreement. This Agreement and the Privacy Policy constitute the entire agreement between you and JLL with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application. 
    8. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern. 
    9. Contact JLL.  If you have any questions about this Agreement or otherwise need to contact us for any reason, you can reach us at Jet.support@am.jll.com. 

THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AS THE END USER (“YOU”) AND JONES LANG LASALLE AMERICAS, INC. AND ITS AFFILIATES (HEREINAFTER “JLL”).

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) USING SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT AS AN INDIVIDUAL “YOU” REFERS TO YOU INDIVIDUALLY. YOU ACKNOWLEDGE THAT YOU ARE AN AUTHORIZED USER (AS DEFINED BELOW), AND THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ALL OF ITS TERMS.  IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.

  1. DEFINITIONS.
    1. Authorized Users” means Customer’s employees, consultants, contractors, and/or agents: (a) for whom JLL has licensed to Customer a subscription to access to the Services during the Subscription Term per the terms of an Order and (b) who are authorized by Customer to access and use the Services for Authorized Purposes under an Order via login to the platform.
    2. Data Privacy Laws” includes any laws, regulations, and secondary legislation, and orders and industry standards implementing or supplementing such provisions, concerning privacy or data protection, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Protection Act (CCPA).
    3. Documentation” means the printed, electronic or online user instructions and help files made available by JLL for use with the Services, as may be updated from time to time by JLL.
    4. Intellectual Property Rights” shall mean all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, business names, internet domain names, trade dress and the goodwill associated therewith, e-mail address names, copyrights (including rights in computer software), mask works, industrial design rights, moral rights, database rights, design rights, rights in know-how, rights in confidential information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered, and any application for the foregoing), and all other equivalent or similar rights which may subsist anywhere in the world.
    5. Software” means the Azara hosted software solution provided by JLL under an Order; provided that such definition excludes any Open Source Software that may be used to provide the solution.
    6. JLL Website” shall mean JLL’s website used to provide the Services, specified in the Order, if applicable.
    7. Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious codes, files, scripts, agents or programs.
    8. Open Source Software” means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that approved by the Open Source Initiative (opensource.org).
    9. Services” means collectively, (a) the Software, (b) JLL Website, (c) Support Services, and any other services as may be further described in the Order.
    10. “Software” shall mean the computer programs and related databases made available to Customer by JLL under an Order and this Agreement, including, without limitation, any customizations, enhancements, updates, upgrades, new releases, and other modifications thereto.
    11. Subscription Term” means the period for which Customer has subscribed to access and use the Services under an Order
  2. Licenses; Restrictions and Reservation of Rights.
    1. License. Subject to your compliance with the terms and conditions contained in this Agreement, JLL, during the relevant Subscription Term, hereby grants you, a Customer Authorized User, a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services in accordance with the Documentation in each case solely for Customer’s Authorized Purposes and not to provide products or services to any other person or entity.
    2. Restrictions. You shall not, directly or indirectly, or permit any person or third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Services; (b) modify, translate, or create derivative works based on any element of the Services or any related Documentation; (c) rent, lease, loan, license sublicense, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services; (d) use the Services for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer and Authorized Users; (e) remove any proprietary notices from the Documentation; (f) use the Services for any purpose other than its intended purpose; (g) interfere with or disrupt the integrity or performance of the Services; (h) introduce any Open Source Software into the Services; (i) attempt to gain unauthorized access to the Services or its related systems or networks; (j) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services; (e) delete the copyright and other proprietary rights notices on the Services; (f) use the Services for any purpose other than its intended purpose; or (g) use the Services in violation of any federal, state or local law, regulation or rule.
    3. Acceptable Use.  You must not use the Services to: (a) harm others, engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (b) damage, disable, overburden, or impair the Services or any software to services with which the Services interacts; (c) abuse, harass, stalk or otherwise violate the legal rights of a third party; or (d) share passwords or other access information or devices or otherwise authorize, allow or enable any third party to access or use the Services.
    4. Reservation of Rights. You acknowledge and agree that the Services are provided under license, and not sold to you. You do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Service in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. JLL and its licensors and service providers reserve and shall retain all right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.USE OF THE SERVICES IN ANY MANNER OTHER THAN AS PROVIDED IN THIS AGREEMENT IS STRICTLY PROHIBITED AND MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF JLL AND/OR ITS LICENSOR(S), SUBJECTING YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING WITHOUT LIMITATION MONETARY DAMAGES AND IMPRISONMENT FOR COPYRIGHT INFRINGEMENT.
  3. Data and Privacy Policy; Electronic Communications.
    1. Registration. You need not separately register with JLL to access the Services.  However, in order to use the Services, you will need a valid email address associated with an organization that has subscribed to use the Software (a Customer Authorized User). You are responsible for all activities that occur using your email address. You agree to notify JLL or your organization’s administrator if there is any unauthorized use of your email address, or if you learn of any other breach of security in relation to the Software or Services.
    2. Collection and Use of Your Information. You acknowledge that when you use the Services, JLL may use automatic means to collect information about your and your company’s use of the Services. Use of the Services operates as your consent to the transmission and collection of such information. You also may be required to provide certain information about yourself as a condition to registering to use the Services or certain of its features or functionality.
    3. Security; Privacy Policy. JLL will use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Data in a manner consistent with what JLL supplies generally to its other users.  Please review our privacy policy, which is available  https://www.us.jll.com/en/privacy-statement (the “Privacy Policy”) which further explains how JLL collects and uses your user data, the Customer Data and other information that JLL collects through users’ use of the Services. Notwithstanding the foregoing, you acknowledge that, notwithstanding any security precautions deployed by JLL, the use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services and Customer Data.  JLL cannot and does not guaranty the privacy, security, integrity or authenticity of any Third Party Offering or any information transmitted over or stored in any system connected to or accessible via the Internet.
    4. Electronic Communications. By using the Services, you expressly consent and agree to accept and receive electronic communications from JLL, including via e-mail and in-app notifications. These electronic communications are part of your relationship with JLL.  You agree that any notices, agreements, disclosures or other communications that JLL sends you will satisfy any legal communication requirements, including that such communications be in writing.
    5. Changes to This Agreement.  JLL reserves the right, in its sole discretion, to modify or change the terms of this Agreement at any time.  If JLL makes changes to this Agreement, JLL will provide notice via the Services or via email.  Your continued use of the Services following the posting of any changes to the Agreement constitutes an acceptance of those changes.
    6. Third Party Offerings.  The Services are designed to be compatible with services provided by JLL and other third-party providers.  The Services may display, include, or make available third-party content (including software, data, information, applications, and other products, services, and/or materials) or utilize certain software or services delivered or performed by third parties that are required for the operation of the Software (“Third Party Offerings”). You acknowledge and agree that JLL is not responsible for Third Party Offerings, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. JLL does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Offerings.
  4. Term and Termination.
    1. Term.  The term of Agreement commences when you use the Services and will continue in effect until terminated by you or JLL, or at such time as your organization’s subscription to use the Software expires or is terminated.
    2. Termination.  You may terminate this Agreement by discontinuing to use the Services and all delete all copies of any Documentation.  JLL may terminate this Agreement at any time without notice if it ceases to support the Services, which JLL may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you breach any of its terms and conditions.
    3. Effect of Termination.  Upon termination: (i)  all rights granted to you under this Agreement will also terminate; and (ii)  you must cease all use of the Services and delete all copies of the Documentation from devices. This Section and Sections 2.2(Restrictions), 2.4 (Reservation of Rights),  3.2 (Collection and Use of Your Information), 5. (Disclaimer of Warranties), 6. (Indemnification), 7. (Limitation of Liability), 8. (Confidentiality), and 9. (Miscellaneous) shall survive any termination or expiration of this Agreement.
  5. Disclaimer of Warranties. THE SERVICES ARE PROVIDED “AS IS”, WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, JLL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, JLL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER HARDWARE SERVICES, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. 

  6. Indemnification.  You agree to indemnify, defend, and hold harmless JLL and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your misuse of the Services or your breach of this Agreement, including but not limited to the content you submit or make available through the Service. This indemnification clause is to be only as broad and inclusive as is permitted by applicable law.
  7. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JLL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGE. IN NO EVENT SHALL JLL’S OR ITS LICENSOR’S OR SUPPLIERS’ TOTAL CUMULATIVE LIABILITY EXCEED FIVE HUNDRED DOLLARS (US $500). YOU ACKNOWLEDGE THAT THIS PROVISION REFLECTS A REASONABLE ALLOCATION OF RISK AND THAT THE TERMS IN THIS SECTION  (LIMITATION OF LIABILITY) SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR JLL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.  THIS LIMITATION OF LIABILITY SECTION IS TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED BY APPLICABLE LAW.
  8. Confidentiality.  You acknowledge that the Services contains valuable proprietary information and trade secrets and that unauthorized or improper use of the Services will result in irreparable harm to JLL for which monetary damages would be inadequate and for which JLL will be entitled to immediate injunctive relief. Accordingly, you will maintain the confidentiality of the proprietary information and not sell, license, publish, display, distribute, disclose or otherwise make available such proprietary information to any third party, nor use such information except as authorized by this Agreement.
  9. Miscellaneous.
    1. Notices.  JLL may give notice to you by means of electronic mail to your e-mail address on record with JLL, or, for JLL, as posted on JLL’s corporate website, and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), or (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
    2. Export Regulation. The Services may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US.
    3. US Government Rights. The Services is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
    4. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
    5. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) are specifically disclaimed. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
    6. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
    7. Entire Agreement. This Agreement and the Privacy Policy referenced above in Section 7 constitute the entire agreement between you and JLL with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.
    8. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
    9. Contact JLL.  If you have any questions about this Agreement or otherwise need to contact us for any reason, you can reach us at support.jllt@jll.com

THESE TERMS OF USE (THE “TERMS AND CONDITIONS”) ARE A LEGAL AGREEMENT BETWEEN YOU (“CUSTOMER“) AND JONES LANG LASALLE SERVICES (JERSEY) LIMITED (“JLL“). BY CLICKING THE “I ACCEPT” BUTTON OR USING THE JET PLATFORM YOU REPRESENT THAT ARE A REPRESENTATIVE OF A JET CUSTOMER ENTITY AND YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “CUSTOMER” REFERS TO THAT ENTITY.  IF CUSTOMER DOES NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESS OR OTHERWISE USE THE JET PLATFORM. JLL MAY MAKE CHANGES TO THE JET PLATFORM AT ANY TIME. IN ADDITION, JLL MAY MAKE CHANGES TO THESE TERMS AND CONDITIONS AT ANY TIME, AND CUSTOMER WILL BE REQUIRED TO ACCEPT UPON NEXT SIGN IN. CUSTOMER’S CONTINUED USE OF THE JET PLATFORM AFTER SUCH CHANGES HAVE BEEN POSTED WILL SIGNIFY CUSTOMER’S ASSENT TO AND ACCEPTANCE OF THE REVISED TERMS AND CONDITIONS.

  1. DEFINITIONS.
    1. “Authorised Purposes” means for Customer’s internal business purposes.
    2. “Authorised Users” means Customer’s employees, consultants, contractors, and/or agents: (a) for whom a subscription to access to the Jet Platform during the Subscription Term has been licenced by Customer and (b) who are authorised by Customer to access and use the Jet Platform via login to the platform.
    3. “Customer Data” means all data submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of Customer or its Authorised Users and received and analysed by the Jet Platform.
    4. “Customer System” means Customer’s internal website(s), servers and other equipment and software used to access and use the Jet Platform.
    5. “Documentation” means the printed, electronic or online user instructions and help files made available by JLL for use with the Jet Platform, as may be updated from time to time by JLL.
    6. “Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including but not limited to (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.
    7. Jet Platform” means the Jet hosted software solution provided by JLL; provided that such definition excludes any Open Source Software that may be used to provide the solution.
    8. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
    9. “Open Source Software” means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that approved by the Open Source Initiative (opensource.org).
    10. Service Tier” means the package of Jet Platform functionality for which Customer has subscribed.
    11. “Services” means the Jet Platform and Support Services.
    12. “Subscription Term” means the period for which Customer has subscribed to access and use the Jet Platform.
    13. “Support Services” means the support and maintenance services provided by JLL to Jet Platform subscribers.
    14. Third Party Offerings” means certain software or services delivered or performed by third parties that are required for the operation of the Jet Platform, or other online or offline business services or products provided by third parties that interoperate with the Jet Platform.
  2. LICENCES; RESTRICTIONS.
    1. Access and Use Licence. Subject to Customer’s compliance with the terms and conditions contained in these Terms and Conditions, JLL, during the relevant Subscription Term, hereby grants Customer and, if applicable, Customer’s Authorised Users, a limited, non-exclusive, non-transferable right to access and use the Jet Platform in accordance with the Documentation in each case solely for Customer’s Authorised Purposes and not to provide products or services to any other person or entity.  Customer’s use of the Jet Platform may be subject to certain limitations – for example, certain functionality is not available at all Service Tiers.
    2. Restrictions. Customer shall not, directly or indirectly, and Customer shall not permit any Authorised User or third party to:  (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Jet Platform; (b) modify, translate, or create derivative works based on any element of the Jet Platform or any related Documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Jet Platform; (d) use the Jet Platform for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer and Authorised Users; (e) remove any proprietary notices from the Documentation; (f) use the Jet Platform for any purpose other than its intended purpose; (g) interfere with or disrupt the integrity or performance of the Jet Platform; (h) introduce any Open Source Software into the Jet Platform; or (i) attempt to gain unauthorised access to the Jet Platform or its related systems or networks.
    3. Reservation of Rights. Except as expressly granted in these Terms and Conditions or in the Jet Mobile Application Terms and Conditions (to which any Authorised User using the Jet mobile application must agree prior to using the Jet Platform), there are no other licences granted to Customer or any Authorised User, express, implied or by way of estoppel.  JLL reserves and shall retain all right, title and interest in and to the Jet Platform, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to Customer in these Terms and Conditions..
  3. THIRD PARTY OFFERINGS; THIRD PARTY HOSTING.
    1. Integration with Third Party Offerings. The Jet Platform may contain features designed to interoperate with Third Party Offerings.  To use such features, Customer may be required to obtain access to such Third Party Offerings from the providers of such offerings.  Any acquisition by Customer of any such Third Party Offerings, and any exchange of data between Customer and any provider of a Third Party Offering, is solely between Customer and the applicable provider of the Third Party Offering.  JLL does not warrant or support any Third Party Offering, whether or not such offerings are designated by JLL as “certified” or otherwise.  If Customer installs or enables any Third Party Offering for use with Jet Platform, Customer acknowledges that JLL may allow providers of that Third Party Offering to access Customer Data as required for the interoperation and support of such Third Party Offering with the Jet Platform.  JLL shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by the providers of Third Party Offerings.  If the provider of any Third Party Offering ceases to make the Third Party Offering available for interoperation with the corresponding Jet Platform features on reasonable terms, JLL may cease providing such features without entitling Customer to any refund, credit, or other compensation.
    2. Third Party Access Codes. To the extent that JLL requires that Customer provide JLL with authorisations, passwords or other user credentials to a Third Party Offering (“Third Party Access Codes”) to retrieve Customer Data or to enable interoperability with the Jet Platform, Customer shall promptly provide such Third Party Access Codes. JLL shall not share, reassign, divulge or disclose any Third Party Access Codes except to JLL employees or contractors specifically engaged in the performance of the Services. Third Party Access Codes shall constitute Customer’s Confidential Information under these Terms and Conditions.
    3. Third Party Hosting. JLL may use the services of one or more third parties to deliver any part of the Services.  JLL will pass-through any warranties to the extent that JLL receives any from its then current third-party service provider that it can provide to Customer.  Customer agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Customer from time to time.
  4. PASSWORDS.
    1. Passwords. Customer and its Authorised Users shall be responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the person to which it was issued.  Customer is solely responsible for any and all access and use of the Jet Platform that occurs using any Authorised User’s account.  Customer shall restrict its Authorised Users from sharing passwords.  Customer agrees to immediately notify JLL of any unauthorised use of any account or login and password issued to Customer and/or its Authorised Users.  JLL shall have no liability for any loss or damage arising from Customer’s or its Authorised Users failure to comply with the terms set forth in this Section.
    2. No Circumvention of Security. Neither Customer nor any Authorised User may circumvent or otherwise interfere with any user authentication or security of the Jet Platform.  Customer will immediately notify JLL of any breach, or attempted breach, of security known to Customer.
  5. CUSTOMER OBLIGATIONS.
    1. Customer System. Customer is responsible for (a) obtaining, deploying and maintaining the Customer System; (b) contracting with third party internet service provider (ISP), telecommunications and other service providers to access and use the Internet to access the Jet Platform; and (c) paying all third party fees and access charges incurred in connection with the foregoing.  Except as specifically set forth in these Terms and Conditions or a separate agreement between Customer and JLL referencing these Terms and Conditions, JLL shall not be responsible for supplying any hardware, software or other equipment to Customer under these Terms and Conditions.
    2. Acceptable Use. Customer shall be solely responsible for its actions and the actions of its Authorised Users while using the Jet Platform.  Customer acknowledges and agrees: (a) to abide by all laws and regulations applicable to Customer’s and its Authorised Users’ use of the Jet Platform, including without limitation the provision of Customer Data; (b) not to send or store data on or to the Jet Platform which violates the rights of any individual or entity established in any jurisdiction; (c) not to upload in any way any information or content that contains Malicious Code or data that may damage the operation of the Jet Platform or another’s computer or mobile device; (d) not to use the Jet Platform for illegal, fraudulent, unethical or inappropriate purposes; (e) not to interfere or disrupt networks connected to the Jet Platform or interfere with other ability to access or use the Jet Platform; (f) not to distribute, promote or transmit through the Jet Platform any unlawful, harmful, obscene, pornographic or otherwise objectionable material of any kind or nature; (g) not to use the Jet Platform in any manner that impairs the Jet Platform, including without limitation the servers and networks on which the Jet Platform is provided; (h) to comply with all regulations, policies and procedures of networks connected to the Jet Platform and JLL’s service providers; and (i) to use the Jet Platform only in accordance with the Documentation.  Customer acknowledges and agrees that JLL neither endorses the contents of any Customer communications or Customer Data nor assumes any responsibility for any offensive material contained therein, any infringement of third party Intellectual Property Rights arising therefrom or any crime facilitated thereby.  JLL may remove any violating content posted or stored using the Jet Platform or transmitted through the Jet Platform, without notice to Customer.  Notwithstanding the foregoing, JLL does not guarantee and is not obligated to verify, authenticate, monitor or edit the Customer Data or any other information or data input into or stored in the Jet Platform for completeness, integrity, quality, accuracy or otherwise.  Customer shall be responsible and liable for the completeness, integrity, quality and accuracy of Customer Data input into the Jet Platform.
    3. Accuracy of Customer’s Contact Information; Email Notices. Customer agrees to provide accurate, current and complete information as necessary for JLL to communicate with Customer from time to time regarding the Services, issue invoices or accept payment, or contact Customer for other account-related purposes. Customer agrees to keep any online account information current and inform JLL of any changes in Customer’s legal business name, address, email address and phone number. Customer agrees to accept emails from JLL at such e-mail addresses. In addition, Customer agrees that JLL may rely and act on all information and instructions provided to JLL by Authorised Users from the above-specified e-mail addresses.
    4. Temporary Suspension. JLL may temporarily suspend Customer’s or its Authorised Users’ access to the Jet Platform in the event that either Customer or any of its Authorised Users is engaged in, or JLL in good faith suspects Customer or any of its Authorised Users is engaged in, any unauthorised conduct (including, but not limited to any violation of these Terms and Conditions). JLL will attempt to contact Customer prior to or contemporaneously with such suspension; provided, however, that JLL’s exercise of the suspension rights herein shall not be conditioned upon Customer’s receipt of any such notification. A suspension may take effect for Customer’s entire account and Customer understands that such suspension would therefore include its Authorised User accounts and would prevent Jet mobile application users from accessing the Jet Platform. Customer agrees that JLL shall not be liable to Customer, Authorised Users, or any third party if JLL exercises its suspension rights as permitted by this Section.  Upon determining that Customer has ceased the unauthorised conduct leading to the temporary suspension to JLL’s reasonable satisfaction, JLL shall reinstate Customer’s and its Authorised Users’ access to and use of the Jet Platform.  Notwithstanding anything in this Section to the contrary, JLL’s suspension of access to the Jet Platform is in addition to any other remedies that JLL may have under these Terms and Conditions or otherwise, including but not limited to termination of these Terms and Conditions for cause.  Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, JLL may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach.
  6. AVAILABILITY; SECURITY; SUPPORT.
    1. Availability. Subject to these Terms and Conditions, JLL will use commercially reasonable efforts to make the Jet Platform available with minimal downtime 24 hours a day, 7 days a week; provided, however, that the following are excepted from availability commitments: (a) planned downtime, or (b) unavailability caused by circumstances beyond JLL’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems or Internet service provider failures or delays.  Certain enhancements to the Jet Platform made generally available at no cost to all users in Customer’s Service Tier during the applicable Term will be made available to Customer at no additional charge.  However, the availability of some new enhancements to the Jet Platform may require the payment of additional fees, and JLL will determine at its sole discretion whether access to any other such new enhancements will require an additional fee.  These Terms and Conditions will apply to, and the Jet Platform includes, any enhancements, updates, upgrades and new modules to the Jet Platform provided in connection therewith, subsequently provided by JLL to Customer hereunder.
    2. Security; Privacy Policy. JLL will use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Data in a manner consistent with what JLL supplies generally to its other users.  Please review our privacy policy, which is available https://www.jll.co.uk/en/privacy-statement (the “Privacy Policy”) which further explains how JLL collects and uses the Customer Data and other information that JLL collects through users’ use of the Jet Platform. Notwithstanding the foregoing, Customer acknowledges that, notwithstanding any security precautions deployed by JLL, the use of or connection to the Internet provides the opportunity for unauthorised third parties to circumvent such precautions and illegally gain access to the Jet Platform and Customer Data.  JLL cannot and does not guarantee the privacy, security, integrity or authenticity of any Third Party Offering or any information transmitted over or stored in any system connected to or accessible via the Internet.
    3. Support. JLL will provide Customer with the level of support to which Customer is entitled based on Customer’s Subscription Tier.
  7. FEES AND PAYMENT.
    1. Fees. Customer agrees to pay all fees applicable to Customer’s and its Authorised Users’ use of the Jet Platform using one of the payment methods JLL supports. Except as otherwise specified in these Terms and Conditions, (a) fees are based on Services purchased, regardless of actual usage, and (b) payment obligations are non-cancellable and fees paid are non-refundable.  Customer subscription fees are based on annual periods that begin on the subscription start date and each anniversary thereof; therefore, fees for Customer subscriptions added in the middle of an annual period will be charged a prorated amount rounded to full monthly periods and the monthly periods remaining in the Subscription Term.  All amounts payable under these Terms and Conditions will be made without setoff or counterclaim, and without any deduction or withholding.
    2. Payment. If Customer elects to pay by credit card, JLL or JLL’s third-party payment processor will charge Customer’s payment method on the date that Customer subscribes to use the Platform. By providing a payment method, Customer expressly authorises JLL and/or JLL’s third-party payment processor to charge the applicable fees to said payment method as well as taxes and other charges incurred thereto. Customer agrees that JLL may invoice Customer for any unpaid fees, including without limitation any amounts owed by Customer that cannot be processed.  Customer is responsible for providing complete and accurate billing and contact information to JLL and notifying JLL of any changes to such information. Customer agrees to pay all invoiced amounts within thirty (30) calendar days of the invoice date.  Customer is responsible for providing complete and accurate billing and contact information to JLL and notifying JLL of any changes to such information.
    3. Overdue Charges. If JLL does not receive fees by the due date, then at JLL’s discretion, (a) such charges may accrue late interest at the rate of 4% over the Bank of England base rate, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and (b) JLL may condition future purchases of Services on payment terms shorter than those specified in Section 2 (Payment).
    4. Suspension of Service. If any amounts owed by Customer for the Services are more than thirty (30) days overdue, JLL may, without limiting JLL’s other rights and remedies, suspend Customer’s and its Authorised Users’ access to the Jet Platform until such amounts are paid in full; provided that JLL agrees that it will not exercise its rights under this Section if the applicable charges are under reasonable and good-faith dispute and Customer is cooperating diligently to resolve the dispute.
    5. Taxes. “Taxes” means all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority, in any way connected with these Terms and Conditions or any instrument or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a party’s net income. Notwithstanding the foregoing, Taxes shall not include payroll taxes attributable to the compensation paid to workers or employees and each party shall be responsible for its own payroll tax collection, remittance, reporting and filing obligations.  Fees and charges imposed under these Terms and Conditions shall not include Taxes except as otherwise provided herein.  Customer shall be responsible for all of such Taxes.  If, however, JLL has the legal obligation to pay Taxes and is required or permitted to collect such Taxes for which Customer is responsible under this section, Customer shall promptly pay the Taxes invoiced by JLL unless Customer has furnished JLL with valid tax exemption documentation regarding such Taxes.  Customer shall comply with all applicable tax laws and regulations.  Customer hereby agrees to indemnify JLL for any Taxes and related costs paid or payable by JLL attributable to Taxes that would have been Customer’s responsibility under this Section 5 if invoiced to Customer.  Customer shall promptly pay or reimburse JLL for all costs and damages related to any liability incurred by JLL as a result of Customer’s non-compliance or delay with its responsibilities herein. Customer’s obligations under this Section 7.5 shall survive the termination or expiration of these Terms and Conditions.
  8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.
    1. Mutual Representations and Warranties. Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into these Terms and Conditions and to perform its obligations hereunder; and (b) its acceptance of and performance under these Terms and Conditions shall not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust. The express warranties made by JLL in this Section 8.1 are for the benefit of the Customer only and not for the benefit of any third party. No agent of JLL is authorised to alter or expand the warrantied of JLL as set forth herein.
    2. Disclaimer. The Jet Platform, Support Services and Third Party Offerings are provided on an “as is” and “as available” basis and JLL and its licensors and third party service providers (collectively, and together with their respective directors, officers, employees, contractors and agents, the “Parties”) do not guarantee, represent or warrant that the use of the Hub Platform, Support Services and Ancillary Services will be uninterrupted or error-free, and the Customer and its Users acknowledge that from time to time JLL may remove or limit the Services or portions thereof for indefinite periods of time or terminate the Services or portions thereof at any time. [Any software provided to Customer or its Users as a result of JLL’s provision of the Services is licenced and not sold].To the fullest extent permitted by law, the Parties expressly disclaim all warranties, express or implied, in connection with the Jet Platform, Support Services and Third Party Offerings and Customer and its Authorised Users’ use of them, including but not limited to the implied warranties of quality, accuracy, timeliness, completeness, correctness, non-infringement, reliability, suitability or fitness for a particular purpose. The Parties also disclaim any and all other warranties, express, implied or statutory. In connection with Customer and its Authorised Users’ use of the Jet Platform, Support Services and Third Party Offerings, Customer expressly agrees that the Parties are not responsible or liable for any content, act or omission of any third party including, without limitation, any threatening, defamatory, obscene, offensive or illegal conduct or content, or any infringement of your or another’s rights including, without limitation, privacy and intellectual property rights and Customer hereby releases the Parties from any and all such claims based on the conduct and content of third parties.The Parties do not represent or guarantee that the Jet Platform, Support Services and Third Party Offerings will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion.
  9. INDEMNIFICATION.
    1. JLL Indemnity
      1. General. During the Subscription Term, JLL, at its expense, shall defend Customer and its officers, directors and employees (the “Customer Indemnified Parties”) from and against all actions, proceedings, claims and demands by a third party (a “Third-Party Claim”) alleging that the Jet Platform infringes any copyright or misappropriates any trade secret and shall pay all damages, costs and expenses, including legal fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim.  JLL’s obligations under this Section are conditioned upon (i) JLL being promptly notified in writing of any Third-Party Claim under this Section, (ii) JLL having the sole and exclusive right to control the defence and settlement of the Third-Party Claim, and (iii) Customer providing all reasonable assistance (at JLL’s expense and reasonable request) in the defence of such Third-Party Claim.  In no event shall Customer settle any such Third-Party Claim without JLL’s prior written approval.  Customer may, at its own expense, engage separate counsel to advise Customer regarding a Third-Party Claim and to participate in the defense of the Third-Party Claim, subject to JLL’s right to control the defence and settlement.
      2. Mitigation. If any claim which JLL is obligated to defend has occurred, or in JLL’s determination is likely to occur, JLL may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the Jet Platform, (b) substitute a functionality equivalent, non-infringing replacement for the Jet Platform, (c) modify the Jet Platform to make it non-infringing and functionally equivalent, or (d) terminate these Terms and Conditions and refund to Customer any prepaid amounts attributable the period of time between the date Customer was unable to use the Jet Platform due to such claim and the remaining days in the then-current Subscription Term.
      3. Exclusions. Notwithstanding anything to the contrary in these Terms and Conditions, the foregoing obligations shall not apply with respect to a claim of infringement if such claim arises out of (i) Customer’s use of infringing Customer Data; (ii) use of the Jet Platform in combination with any software, hardware, network or system not supplied by JLL where the alleged infringement relates to such combination, (iii) any modification or alteration of the Jet Platform other than by JLL, (iv) Customer’s continued use of the Jet Platform after JLL notifies Customer to discontinue use because of an infringement claim, (v) Customer’s violation of applicable law; (vi) Third Party Offerings; and (vii) the Customer System.
      4. Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF JLL WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE JET PLATFORM OR OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF JLL WITH RESPECT THERETO.
    2. Customer Indemnity. Customer shall defend JLL and its affiliates, licensors and their respective officers, directors and employees (“JLL Indemnified Parties”)  from and against any and all Third-Party Claims which arise out of or relate to: (a) a claim or threat that the Customer Data or Customer System (and the exercise by JLL of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party’s Intellectual Property Rights; (b) Customer’s use or alleged use of the Jet Platform other than as permitted under these Terms and Conditions; or (c) arising from the occurrence of any of the exclusions set forth in Section 1(c).  Customer shall pay all damages, costs and expenses, including legal fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim.  Customer’s obligations under this Section are conditioned upon (x) Customer being promptly notified in writing of any Third-Party Claim under this Section, (y) Customer having the sole and exclusive right to control the defence and settlement of the Third-Party Claim, and (z) JLL providing all reasonable assistance (at Customer’s expense and reasonable request) in the defence of such Third-Party Claim.  In no event shall JLL settle any such Third-Party Claim without Customer’s prior written approval.  JLL may, at its own expense, engage separate counsel to advise JLL regarding a Third-Party Claim and to participate in the defence of the claim, subject to Customer’s right to control the defence and settlement.
  10. CONFIDENTIALITY.
    1. Confidential Information. “Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to these Terms and Conditions, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (b) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; and (c) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business. Confidential Information of JLL shall include the Jet Platform, the Documentation, the pricing, and the pricing provided to Customer.
    2. Non-Disclosure. Each party acknowledges that in the course of the performance of these Terms and Conditions, it may obtain the Confidential Information of the other party. The Receiving Party shall, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it.  The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under these Terms and Conditions.  Each party agrees to secure and protect the other party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees, affiliates or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section.  The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, affiliates and agents who need access to such Confidential Information in order to effect the intent of these Terms and Conditions and who are subject to confidentiality obligations at least as stringent as the obligations set forth in these Terms and Conditions.
    3. Exceptions to Confidential Information. The obligations set forth in Section 2 (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which:  (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms and Conditions or any obligation of confidentiality by the Receiving Party.  Nothing in these Terms and Conditions shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
    4. Injunctive Relief. The Parties agree that any unauthorised disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.
  11. PROPRIETARY RIGHTS.
    1. Jet Platform. As between JLL and Customer, all right, title and interest in the Jet Platform and any other JLL materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Customer regarding the Jet Platform, including all copyright rights, patent rights and other Intellectual Property Rights in each of the foregoing, belong to and are retained solely by JLL or JLL’s licensors and providers, as applicable.  Customer hereby does and will irrevocably assign to JLL all evaluations, ideas, feedback and suggestions made by Customer to JLL regarding the Jet Platform (collectively, “Feedback”) and all Intellectual Property Rights in the Feedback.
    2. Customer Data. As between JLL and Customer, all right, title and interest in (a) the Customer Data, (b) other information input into the Jet Platform by Customer or its Authorised Users (collectively, “Other Information”) and (c) all Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Customer.  Customer hereby grants to JLL a limited, non-exclusive, royalty-free, worldwide licence to use the Customer Data and perform all acts with respect to the Customer Data as may be necessary for JLL to provide the Services to Customer and to maintain and improve the Jet Platform, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid licence to use, reproduce, modify and distribute the Other Information as a part of the Aggregated Statistics (as defined in Section 3 below).  To the extent that receipt of the Customer Data requires JLL to utilise any account information from a third party service provider, Customer shall be responsible for obtaining and providing relevant account information and passwords, and JLL hereby agrees to access and use the Customer Data solely for Customer’s benefit and as set forth in these Terms and Conditions. As between JLL and Customer, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data.
    3. Aggregated Statistics. Notwithstanding anything else in these Terms and Conditions or otherwise, JLL may monitor Customer’s and Customer’s Authorised Users’ use of the Services and use data and information related to such use, Customer Data, and Other Information in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Jet Platform (“Aggregated Statistics”).  As between JLL and Customer, all right, title and interest in the Aggregated Statistics and all Intellectual Property Rights therein, belong to and are retained solely by JLL.  Customer acknowledges that JLL will be compiling Aggregated Statistics based on Customer Data, Other Information, and information input by other customers into the Jet Platform, and Customer agrees that JLL may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer or its Confidential Information.
  12. LIMITATION OF LIABILITY.
    1. Limits on Liability. Nothing in these Terms and Conditions shall exclude or limit either party’s liability for (i) tort of deceit; (ii) death or personal injury caused by its negligence; (iii) any breach of the obligations implied by Section 12 Sale of Goods Act 1979 or Section 2 Supply of Goods and Services Act 1982; or (iv) any liability which cannot be excluded by law.
    2. To the maximum extent permitted by applicable law, in no event will JLL [and its third party licensors and suppliers] be liable under these Terms and Conditions to Customer or any third party for any of the following damages or losses (whether direct or indirect, even if it has been advised of possibility of such damages, arising out of or in connection with these Terms and Conditions, howsoever caused and whether or not foreseeable): (i) loss of profits; (ii) loss of data; (iii) loss of business; (iv) loss of anticipated savings; (v) loss of opportunity including costs of procuring substitute goods, software or support services; and (vi) any incidental, special or consequential damages or losses.
    3. To the maximum extent permitted by applicable law, in no event shall the maximum cumulative liability of JLL and its third party licensors and suppliers in connection with these Terms and Conditions and the Services, regardless of the form(s) of action, whether in contract, tort, strict liability or otherwise, exceed an amount equal to the amounts paid or payable by Customer to JLL during the period of six (6) months preceding the date on which the claim first accrued.
  13. TERM AND TERMINATION.
    1. Term. The term of these Terms and Conditions commence on the Effective Date and continues until the expiration or termination of all Subscription Term(s), unless earlier terminated as provided in these Terms and Conditions or in an applicable separate agreement between Customer and JLL referencing these Terms and Conditions.
    2. Termination for Cause. A party may terminate these Terms and Conditions upon written notice to the other party in the event the other party shall (a) (i) become insolvent; (ii) make an assignment for the benefit of creditors; (iii) file a voluntary bankruptcy petition; (iv) acquiesce to any involuntary bankruptcy petition; or (v) be adjudicated bankrupt; or (b) commit a material breach of any provision of these Terms and Conditions and does not remedy such breach within thirty (30) days after receipt of written notice from the other party or such other period as the parties may agree.  In no event shall any termination relieve Customer of the obligation to pay any fees payable to JLL for the period prior to the effective date of termination.
    3. Effects of Termination. Upon expiration or termination of these Terms and Conditions, (a) Customer’s use of and access to the Jet Platform and JLL’s performance of all Support Services shall cease; and (b) all fees and other amounts owed to JLL shall be immediately due and payable by Customer. JLL shall have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete or retain all Customer Data in its systems or otherwise in its possession or under its control.  In addition, within ten (10) days of the effective date of termination each Receiving Party shall: (a) return to the Disclosing Party, or at the Disclosing Party’s option, the Receiving Party shall destroy, all items of Confidential Information (other than the Customer Data) then in the Receiving Party’s possession or control, including any copies, extracts or portions thereof, and (b) upon request shall certify in writing to Disclosing Party that it has complied with the foregoing.
    4. Survival. This Section and Sections 1, 2, 2.3, 5.2, 9, 10, 11, 12, 13.3, 14 shall survive any termination or expiration of these Terms and Conditions.
  14. MISCELLANEOUS.
    1. Notices. All notices which any party to these Terms and Conditions may be required or may wish to give may be given by addressing them to the other party at JLLTLegal@am.jll.com for notices sent to JLL and, for notices sent to Customer, at the address currently maintained in JLL’s records (or at such other addresses as may be designated by written notices given in the manner designated herein) by (a) personal delivery, (b) sending such notices by commercial overnight courier with written verification of actual receipt, (c) by email, effective (A) when the sender receives an automated message from the recipient confirming delivery or (B) one hour after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered, whichever happens first, but if the delivery or receipt is on a day which is not a business day or is after 5:00 pm (addressee’s time) it is deemed to be received at 9:00 am on the following business day, or (d) sending them by registered or recorded delivery. If so mailed or otherwise delivered, such notices shall be deemed and presumed to have been given on the earlier of the date of actual receipt or three (3) days after mailing or authorised form of delivery.  All communications and notices to be made or given pursuant to these Terms and Conditions shall be in the English language.
    2. Governing Law. These Terms and Conditions and any other obligations arising out of or in connection with these Terms and Conditions shall be governed by and interpreted in accordance with the laws of England and Wales.  Each of the parties irrevocably agrees that any dispute or claim arising out of or in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of the English courts. In any action or proceeding to enforce rights under these Terms and Conditions, the prevailing party shall be entitled to recover costs and legal fees. These Terms and Conditions shall be interpreted and construed in the English language, which is the language of the official text of these Terms and Conditions.
    3. Publicity. JLL has the right to reference and use Customer’s name and trademarks and disclose the nature of the Services provided hereunder in each case in JLL business development and marketing efforts, including without limitation JLL’s web site. Customer may opt out of this at any time by submitting a request to jllt@jll.com in writing.
    4. Export. Customer agrees to comply strictly with all applicable export laws and assume sole responsibility for obtaining licences to export or re-export as may be required. JLL and its licensors make no representation that the Jet Platform is appropriate or available for use in other locations. Any diversion of the Customer Data contrary to law is prohibited. None of the Customer Data, nor any information acquired through the use of the Jet Platform, is or will be used for nuclear activities, chemical or biological weapons, or missile projects.
    5. General. Customer shall not assign its rights hereunder, or delegate the performance of any of its duties or obligations hereunder, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of JLL.  Any purported assignment in violation of the preceding sentence is null and void.  Subject to the foregoing, these Terms and Conditions shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto.  There are no third-party beneficiaries to these Terms and Conditions.  Except as otherwise specified in these Terms and Conditions, these Terms and Conditions may be amended or supplemented only by a writing that refers explicitly to these Terms and Conditions and that is signed on behalf of both parties.  No waiver will be implied from conduct or failure to exercise or enforce rights.  No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted.  If any of these Terms and Conditions are held to be invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remaining Terms and Conditions will remain in full force and effect.  The parties are independent contractors and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties.  These Terms and Conditions  constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.  Except for Customer’s payment obligations hereunder, neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under these Terms and Conditions when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.

THESE MOBILE APPLICATION TERMS AND CONDITIONS (THIS “AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND JONES LANG LASALLE SERVICES (JERSEY) LIMITED (“JLL”). IF YOU ARE AGREEING TO THESE TERMS AND CONDITIONS AS AN INDIVIDUAL “YOU” REFERS TO YOU INDIVIDUALLY.  IF YOU ARE AGREEING TO THESE TERMS AND CONDITIONS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “YOU” REFERS TO THAT ENTITY. BY DOWNLOADING, INSTALLING OR OTHERWISE USING JLL’S JET MOBILE APPLICATION (THE “APPLICATION”), WHICH ENABLES ACCESS TO AND USE OF JLL’S JET MOBILE PLATFORM (THE “JET PLATFORM”), YOU ACKNOWLEDGE THAT YOU ARE AT LEAST 18 YEARS OF AGE, THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ALL OF ITS TERMS.  IF YOU ARE NOT 18 YEARS OF AGE OR DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORISED TO USE OR OPERATE THE APPLICATION AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE APPLICATION.

  1. Licences; Restrictions and Reservation of Rights.
    1. Licence. Subject to your compliance with the terms and conditions of this Agreement, JLL hereby grants you, during the term of this Agreement, a limited, non-exclusive, non-transferable and non-sublicensable right to download, install and execute, in accordance with JLL’s documentation, one (1) copy of the object code version of the Application on a mobile device owned or leased by you.
    2. Restrictions. You shall not, directly or indirectly, or permit any person or third party to:  (a) modify, disassemble, decompile or reverse engineer the Application (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact JLL and provide JLL an opportunity to create such changes as are needed for interoperability purposes); (b) rent, lease, loan, resell, sublicence, distribute or otherwise transfer the Application to any third-party or use the Application to provide time sharing or similar services for any third-party; (c) make any copies of the Application; (d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Application, features that prevent or restrict use or copying of any content accessible through the Application, or features that enforce limitations on use of the Application; (e) delete the copyright and other proprietary rights notices on the Application; (f) use the Application for any purpose other than its intended purpose; or (g) use the Application in violation of any and all applicable laws and regulation.
    3. Acceptable Use. You must not use the Application to: (a) harm others, engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (b) damage, disable, overburden, or impair the Application or any software to services with which the Application interacts; (c) abuse, harass, stalk or otherwise violate the legal rights of a third party; or (d) share passwords or other access information or devices or otherwise authorise, allow or enable any third party to access or use the Application.
    4. Reservation of Rights. You acknowledge and agree that the Application is provided under licence, and not sold to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the licence granted, and subject to all terms, conditions, and restrictions, under this Agreement. JLL and its licensors and service providers reserve and shall retain all right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
  2. Installation; Accounts; Data and Electronic Communications.
    1. Installation. You need not separately register with JLL to simply download the Application. However, in order to install and use the Application, you will need a valid email address associated with an organisation that has subscribed to use the Jet Platform (a “Customer Email Address”). You are responsible for all activities that occur using your Customer Email Address. You agree to notify JLL or your organisation’s Jet Platform administrator if there is any unauthorised use of your Customer Email Address, or if you learn of any other breach of security in relation to the Jet Platform or the Application.
    2. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, JLL may use automatic means to collect information about your use of the Application, your mobile device and/or your wireless service. Use of the Application operates as your consent to the transmission and collection of such information. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality. All information JLL collects through or in connection with the Application is subject to JLL’s Privacy Policy (https://www.us.jll.com/en/mobile-app-privacy-statement ). By downloading, installing, using, and providing information to or through the Application, you consent to all actions taken by JLL with respect to your information in compliance with the Privacy Policy.
    3. Electronic Communications. By using the Application, you expressly consent and agree to accept and receive electronic communications from JLL, including via e-mail and in-app notifications. These electronic communications are part of your relationship with JLL. You agree that any notices, agreements, disclosures or other communications that JLL sends you will satisfy any legal communication requirements, including that such communications be in writing.
  3. Updates and Changes.
    1. Provision of Updates. JLL may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that JLL has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your device is connected to the internet either: (i) the Application will automatically download and install Updates; or (ii) you may receive notice of or be prompted to download and install available Updates.
    2. Installation of Updates. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
    3. Changes to This Agreement. JLL reserves the right, in its sole discretion, to modify or change the terms and conditions of this Agreement at any time.  If JLL makes changes to this Agreement, JLL will provide notice via the Application or via email.  Your continued use of the Application following the posting of any changes to the Agreement constitutes an acceptance of those changes.
  4. Third Party Services and Materials. The Application is designed to be compatible with services provided by JLL and third parties.  If your organisation has elected to configure its Jet Platform implementation for use with services provided by third parties (“Third Party Services”) you must have an account with one or more such Third Party Services and your Jet Platform administrator must have  agreed to access to them.  You understand and acknowledge that your use of such Third Party Services is governed by the terms of use and privacy policies of such services (as applicable) and not this Agreement.  You alone are responsible for reviewing and complying with such terms of use and privacy policies and determining whether your use of such Third Party Services complies with such terms. The Application may display, include, or make available third-party content (including software, data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (”Third Party Materials”). You acknowledge and agree that JLL is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. JLL does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials.
  5. Term and Termination.
    1. Term. The term of Agreement commences when you download and install the Application and will continue in effect until terminated by you or JLL, or at such time as your organisation’s subscription to use the Jet Platform expires or is terminated.
    2. Termination. You may terminate this Agreement by deleting the Application and all copies thereof from your mobile device.  JLL may terminate this Agreement at any time without notice if it ceases to support the Application, which JLL may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you breach any of its terms and conditions.
    3. Effect of Termination. Upon termination: (i)  all rights granted to you under this Agreement will also terminate; and (ii)  you must cease all use of the Application and delete all copies of the Application from your Mobile Device. This Section and Sections 2 (Restrictions), 1.4 (Reservation of Rights), 2.2 (Collection and Use of Your Information), 6. (Disclaimer of Warranties), 7. (Limitation of Liability), 8. (Indemnification), 9. (Confidentiality), and 11. (Miscellaneous) shall survive any termination or expiration of this Agreement.
  6. Disclaimer of Warranties.The Application is provided on an “as is” and “as available” basis and JLL and its licensors and third party service providers (collectively, and together with their respective directors, officers, employees, contractors and agents, the “Parties)  do not guarantee, represent or warrant that the use of the Application will be uninterrupted or error-free, and you acknowledge that from time to time JLL may remove or limit the Application or portions thereof for indefinite periods of time or terminate the Application or portions thereof at any time.To the fullest extent permitted by law, the Parties expressly disclaim all warranties, express or implied, in connection with the Application and your use of them, including but not limited to the implied warranties of quality, accuracy, timeliness, completeness, correctness, non-infringement, reliability, suitability or fitness for a particular purpose. The Parties also disclaim any and all other warranties, express, implied or statutory.

    In connection with your use of the Application, you expressly agree that the Parties are not responsible or liable for any content, act or omission of any third party including, without limitation, any threatening, defamatory, obscene, offensive or illegal conduct or content, or any infringement of your or another’s rights including, without limitation, privacy and intellectual property rights and you hereby release the Application Service Parties  from any and all such claims based on the conduct and content of third parties.

    The Parties do not represent or guarantee that the Application will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion.

  7. Limitation of Liability.Nothing in this Agreement shall exclude or limit either party’s liability for (i) tort of deceit; (ii) death or personal injury caused by its negligence; (iii) any breach of the obligations implied by Section 12 Sale of Goods Act 1979 or Section 2 Supply of Goods and Services Act 1982; or (iv) any liability which cannot be excluded by law. To the maximum extent permitted by applicable law, in no event will JLL and its third party licensors and suppliers be liable under this Agreement to you or any third party for any of the following damages or losses (whether direct or indirect, even if it has been advised of possibility of such damages, arising out of or in connection with this Agreement, howsoever caused and whether or not foreseeable): (i) loss of profits; (ii) loss of data; (iii) loss of business; (iv) loss of anticipated savings; (v) loss of opportunity including costs of procuring substitute goods, software or support services; and (vi) any incidental, special or consequential damages or losses.To the maximum extent permitted by applicable law, in no event shall the maximum cumulative liability of each party in connection with this Agreement and the Application, regardless of the form(s) of action, whether in contract, tort, strict liability or otherwise, exceed £500.
  8. Indemnification. You agree to indemnify, defend, and hold harmless JLL and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, proceedings, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind whatsoever, including reasonable legal fees, arising from or relating to your misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.
  9. Confidentiality.  You acknowledge that the Application contains valuable proprietary information and trade secrets and that unauthorised or improper use of the Application will result in irreparable harm to JLL for which monetary damages would be inadequate and for which JLL will be entitled to immediate injunctive relief. Accordingly, you will maintain the confidentiality of the proprietary information and not sell, licence, publish, display, distribute, disclose or otherwise make available such proprietary information to any third party, nor use such information except as authorised by this Agreement.
  10. Mobile Application Terms.
    1. iOS Applications. The following additional terms and conditions apply with respect to any Mobile Application that JLL provides to you that is designed for use on an Apple iOS-powered mobile device (an “iOS App”):
      1. You acknowledge that this Agreement is between you and JLL only, and not with Apple, Inc. (“Apple”).
      2. Your use of the iOS App must comply with Apple’s then-current App Store Terms of Service.
      3. JLL, and not Apple, is solely responsible for the iOS App and the materials available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to the iOS App.  To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App.
      4. You agree that JLL, and not Apple, is responsible for addressing any claims by you or any third-party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to us as provider of the iOS App.
      5. You agree that JLL, and not Apple, shall be responsible, to the extent required by this Agreement, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or your possession and use of the iOS App.
      6. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
      7. You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
      8. You agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this Agreement as it relates to your licence of the iOS App. Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as it relates to your licence of the iOS App as a third-party beneficiary thereof.
    2. The following additional terms and conditions apply with respect to any Mobile Application that JLL provides to you designed for use on an Android-powered mobile device (an “Android App”):
      1. You acknowledge that this Agreement is between you and JLL only, and not with Google, Inc. (“Google”).
      2. Your use of the Android App must comply with Google’s then-current Google Play Terms of Service.
      3. Google is only a provider of the Android marketplace where you obtained the Android App. JLL, and not Google, is solely responsible for the Android App and the materials available thereon.  Google has no obligation or liability to you with respect to the Android App or this Agreement.
      4. You acknowledge and agree that Google is a third-party beneficiary to this Agreement as is relates to the Android App.JLL does not warrant that the Mobile Applications will be compatible with your mobile devices.  You acknowledge that standard carrier data charges may apply to your use of our Mobile Applications.
  11. Miscellaneous.
    1. Notices. JLL may give notice to you by means of electronic mail to your e-mail address on record with JLL, or, for JLL, as posted on JLL’s corporate website, and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), or (b) when received by the addressee if sent by a nationally recognised overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
    2. Export Regulation. You agree to comply with all applicable laws, rules and regulations in connection with your activities under this Agreement including without limitation, those applied by the United Kingdom and the United States. Regardless of any disclosure made by you to JLL, you shall not export or re-export directly or indirectly, the Application without first obtaining all written consents or authorisations which may be required by such laws, rules or regulations.
    3. Severability. In the event any provision of this Agreement is held to be invalid or unenforceable the remaining provisions of this Agreement will remain in full force and effect.
    4. Governing Law. This Agreement and any other obligations arising out of or in connection with this Agreement shall be governed by and interpreted in accordance with the laws of England and Wales. Each of the Parties irrevocably agrees that any dispute or claim arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English courts. In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover costs and legal fees. This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.
    5. Entire Agreement. This Agreement and the Privacy Policy constitute the entire agreement between you and JLL with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.
    6. Third Party Rights. Except as expressly provided, a person who is not a party to this Agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
    7. Waiver. No failure to exercise or enforce, and no delay in exercising or enforcing, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
    8. Contact JLL. If you have any questions about this Agreement or otherwise need to contact us for any reason, you can reach us at Jet.support@am.jll.com.

THESE TERMS OF USE (THE “TERMS”) ARE A LEGAL AGREEMENT BETWEEN YOU (“CUSTOMER“) AND JONES LANG LASALLE SERVICES (JERSEY) LIMITED (“JLL“). BY CLICKING THE “I ACCEPT” BUTTON OR USING THE JET PLATFORM YOU REPRESENT THAT ARE A REPRESENTATIVE OF A JET CUSTOMER ENTITY AND YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “CUSTOMER” REFERS TO THAT ENTITY.  IF CUSTOMER DOES NOT AGREE WITH ALL OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE JET PLATFORM. JLL MAY MAKE CHANGES TO THE JET PLATFORM AT ANY TIME. IN ADDITION, JLL MAY MAKE CHANGES TO THESE TERMS AT ANY TIME, AND CUSTOMER WILL BE REQUIRED TO ACCEPT UPON NEXT SIGN IN. CUSTOMER’S CONTINUED USE OF THE JET PLATFORM AFTER SUCH CHANGES HAVE BEEN POSTED WILL SIGNIFY CUSTOMER’S ASSENT TO AND ACCEPTANCE OF THE REVISED TERMS.

  1. DEFINITIONS.
    1. “Authorized Purposes” means for Customer’s internal business purposes.
    2. “Authorized Users” means Customer’s employees, consultants, contractors, and/or agents: (a) for whom a subscription to access to the Jet Platform during the Subscription Term has been licensed by Customer and (b) who are authorized by Customer to access and use the Jet Platform via login to the platform. ,.
    3. “Customer Data” means all data submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of Customer or its Authorized Users and received and analyzed by the Jet Platform.
    4. “Customer System” means Customer’s internal website(s), servers and other equipment and software used to access and use the Jet Platform.
    5. “Documentation” means the printed, electronic or online user instructions and help files made available by JLL for use with the Jet Platform, as may be updated from time to time by JLL.
    6. “Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights, moral rights, and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.
    7. Jet Platform” means the Jet hosted software solution provided by JLL; provided that such definition excludes any Open Source Software that may be used to provide the solution.
    8. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
    9. “Open Source Software” means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that approved by the Open Source Initiative (opensource.org).
    10. Service Tier” means the package of Jet Platform functionality for which Customer has subscribed.
    11. “Services” means the Jet Platform and Support Services.
    12. “Subscription Term” means the period for which Customer has subscribed to access and use the Jet Platform.
    13. “Support Services” means the support and maintenance services provided by JLL to Jet Platform subscribers.
    14. Third Party Offerings” means certain software or services delivered or performed by third parties that are required for the operation of the Jet Platform, or other online or offline business services or products provided by third parties that interoperate with the Jet Platform.
  2. LICENSES; RESTRICTIONS.
    1. Access and Use License. Subject to Customer’s compliance with the terms and conditions contained in these Terms, JLL, during the relevant Subscription Term, hereby grants Customer and, if applicable, Customer’s Authorized Users, a limited, non-exclusive, non-transferable right to access and use the Jet Platform in accordance with the Documentation in each case solely for Customer’s Authorized Purposes and not to provide products or services to any other person or entity.  Customer’s use of the Jet Platform may be subject to certain limitations – for example, certain functionality is not available at all Service Tiers.
    2. Restrictions. Customer shall not, directly or indirectly, and Customer shall not permit any Authorized User or third party to:  (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Jet Platform; (b) modify, translate, or create derivative works based on any element of the Jet Platform or any related Documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Jet Platform; (d) use the Jet Platform for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer and Authorized Users; (e) remove any proprietary notices from the Documentation; (f) use the Jet Platform for any purpose other than its intended purpose; (g) interfere with or disrupt the integrity or performance of the Jet Platform; (h) introduce any Open Source Software into the Jet Platform; or (i) attempt to gain unauthorized access to the Jet Platform or its related systems or networks.
    3. Reservation of Rights. Except as expressly granted in these Terms or in the Jet Mobile Application Terms and Conditions (to which any Authorized User using the Jet mobile application must agree prior to using the Jet Platform), there are no other licenses granted to Customer or any Authorized User, express, implied or by way of estoppel.  All rights not granted in these Terms are reserved by JLL.
  3. THIRD PARTY OFFERINGS; THIRD PARTY HOSTING.
    1. Integration with Third Party Offerings. The Jet Platform may contain features designed to interoperate with Third Party Offerings.  To use such features, Customer may be required to obtain access to such Third Party Offering from the providers of such offerings.  Any acquisition by Customer of any such Third Party Offerings, and any exchange of data between Customer and any provider of a Third Party Offering, is solely between Customer and the applicable provider of the Third Party Offering.  JLL does not warrant or support any Third Party Offering, whether or not such offerings are designated by JLL as “certified” or otherwise.  If Customer installs or enables any Third Party Offering for use with Jet Platform, Customer acknowledges that JLL may allow providers of that Third Party Offering to access Customer Data as required for the interoperation and support of such Third Party Offering with the Jet Platform.  JLL shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by the providers of Third Party Offerings.  If the provider of any Third Party Offering ceases to make the Third Party Offering available for interoperation with the corresponding Jet Platform features on reasonable terms, JLL may cease providing such features without entitling Customer to any refund, credit, or other compensation.
    2. Third Party Access Codes. To the extent that JLL requires that Customer provide JLL with authorizations, passwords or other user credentials to a Third Party Offering (“Third Party Access Codes”) to retrieve Customer Data or to enable interoperability with the Jet Platform, Customer shall promptly provide such Third Party Access Codes. JLL shall not share, reassign, divulge or disclose any Third Party Access Codes except to JLL employees or contractors specifically engaged in the performance of the Services. Third Party Access Codes shall constitute Customer’s Confidential Information under these Terms.
    3. Third Party Hosting. JLL may use the services of one or more third parties to deliver any part of the Services.  JLL will pass-through any warranties to the extent that JLL receives any from its then current third-party service provider that it can provide to Customer.  Customer agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Customer from time to time.
  4. PASSWORDS.
    1. Passwords. Customer and its Authorized Users shall be responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the person to which it was issued.  Customer is solely responsible for any and all access and use of the Jet Platform that occurs using any Authorized User’s account.  Customer shall restrict its Authorized Users from sharing passwords.  Customer agrees to immediately notify JLL of any unauthorized use of any account or login and password issued to Customer and/or its Authorized Users.  JLL shall have no liability for any loss or damage arising from Customer’s or its Authorized Users failure to comply with the terms set forth in this Section.
    2. No Circumvention of Security. Neither Customer nor any Authorized User may circumvent or otherwise interfere with any user authentication or security of the Jet Platform.  Customer will immediately notify JLL of any breach, or attempted breach, of security known to Customer.
  5. CUSTOMER OBLIGATIONS.
    1. Customer System. Customer is responsible for (a) obtaining, deploying and maintaining the Customer System; (b) contracting with third party ISP, telecommunications and other service providers to access and use the Internet to access the Jet Platform; and (c) paying all third party fees and access charges incurred in connection with the foregoing.  Except as specifically set forth in these Terms or a separate agreement between Customer and JLL referencing these Terms, JLL shall not be responsible for supplying any hardware, software or other equipment to Customer under these Terms.
    2. Acceptable Use. Customer shall be solely responsible for its actions and the actions of its Authorized Users while using the Jet Platform.  Customer acknowledges and agrees: (a) to abide by all local, state, provincial, national, and international laws and regulations applicable to Customer’s use of the Jet Platform, including without limitation the provision of Customer Data; (b) not to send or store data on or to the Jet Platform which violates the rights of any individual or entity established in any jurisdiction; (c) not to upload in any way any information or content that contain Malicious Code or data that may damage the operation of the Jet Platform or another’s computer or mobile device; (d) not to use the Jet Platform for illegal, fraudulent, unethical or inappropriate purposes; (e) not to interfere or disrupt networks connected to the Jet Platform or interfere with other ability to access or use the Jet Platform; (f) not to distribute, promote or transmit through the Jet Platform any unlawful, harmful, obscene, pornographic or otherwise objectionable material of any kind or nature; (g) not to use the Jet Platform in any manner that impairs the Jet Platform, including without limitation the servers and networks on which the Jet Platform is provided; (h) to comply with all regulations, policies and procedures of networks connected to the Jet Platform and JLL’s service providers; and (i) to use the Jet Platform only in accordance with the Documentation.  Customer acknowledges and agrees that JLL neither endorses the contents of any Customer communications or Customer Data nor assumes any responsibility for any offensive material contained therein, any infringement of third party Intellectual Property Rights arising therefrom or any crime facilitated thereby.  JLL may remove any violating content posted or stored using the Jet Platform or transmitted through the Jet Platform, without notice to Customer.  Notwithstanding the foregoing, JLL does not guarantee and is not obligated to verify, authenticate, monitor or edit the Customer Data or any other information or data input into or stored in the Jet Platform for completeness, integrity, quality, accuracy or otherwise.  Customer shall be responsible and liable for the completeness, integrity, quality and accuracy of Customer Data input into the Jet Platform.
    3. Accuracy of Customer’s Contact Information; Email Notices. Customer agrees to provide accurate, current and complete information as necessary for JLL to communicate with Customer from time to time regarding the Services, issue invoices or accept payment, or contact Customer for other account-related purposes. Customer agrees to keep any online account information current and inform JLL of any changes in Customer’s legal business name, address, email address and phone number. Customer agrees to accept emails from JLL at such e-mail addresses. In addition, Customer agrees that JLL may rely and act on all information and instructions provided to JLL by Authorized Users from the above-specified e-mail addresses.
    4. Temporary Suspension. JLL may temporarily suspend Customer’s or its Authorized Users’ access to the Jet Platform in the event that either Customer or any of its Authorized Users is engaged in, or JLL in good faith suspects Customer or any of its Authorized Users is engaged in, any unauthorized conduct (including, but not limited to any violation of these Terms). JLL will attempt to contact Customer prior to or contemporaneously with such suspension; provided, however, that JLL’s exercise of the suspension rights herein shall not be conditioned upon Customer’s receipt of any such notification. A suspension may take effect for Customer’s entire account and Customer understands that such suspension would therefore include its Authorized User accounts and would prevent Jet mobile application users from accessing the Jet Platform. Customer agrees that JLL shall not be liable to Customer, Authorized Users, or any third party if JLL exercises its suspension rights as permitted by this Section.  Upon determining that Customer has ceased the unauthorized conduct leading to the temporary suspension to JLL’s reasonable satisfaction, JLL shall reinstate Customer’s and its Authorized Users’ access to and use of the Jet Platform.  Notwithstanding anything in this Section to the contrary, JLL’s suspension of access to the Jet Platform is in addition to any other remedies that JLL may have under these Terms or otherwise, including but not limited to termination of these Terms for cause.  Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, JLL may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach.
  6. AVAILABILITY; SECURITY; SUPPORT.
    1. Availability. Subject to the terms and conditions of these Terms, JLL will use commercially reasonable efforts to make the Jet Platform available with minimal downtime 24 hours a day, 7 days a week; provided, however, that the following are excepted from availability commitments: (a) planned downtime, or (b) unavailability caused by circumstances beyond JLL’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 or Internet service provider failures or delays.  Certain enhancements to the Jet Platform made generally available at no cost to all users in Customer’s Service Tier during the applicable Term will be made available to Customer at no additional charge.  However, the availability of some new enhancements to the Jet Platform may require the payment of additional fees, and JLL will determine at its sole discretion whether access to any other such new enhancements will require an additional fee.  These Terms will apply to, and the Jet Platform includes, any enhancements, updates, upgrades and new modules to the Jet Platform provided in connection therewith, subsequently provided by JLL to Customer hereunder.
    2. Security; Privacy Policy. JLL will use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Data in a manner consistent with what JLL supplies generally to its other users.  Please review our privacy policy, which is available https://www.jll.ca/en/privacy-statement  (the “Privacy Policy”) which further explains how JLL collects and uses the Customer Data and other information that JLL collects through users’ use of the Jet Platform. Notwithstanding the foregoing, Customer acknowledges that, notwithstanding any security precautions deployed by JLL, the use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Jet Platform and Customer Data.  JLL cannot and does not guaranty the privacy, security, integrity or authenticity of any Third Party Offering or any information transmitted over or stored in any system connected to or accessible via the Internet.
    3. Support. JLL will provide Customer with the level of support to which Customer is entitled based on Customer’s Subscription Tier.
  7. FEES AND PAYMENT.
    1. Fees. Customer agrees to pay all fees applicable to Customer’s and its Authorized Users’ use of the Jet Platform using one of the payment methods JLL supports. Except as otherwise specified in these Terms, (a) fees are based on Services purchased, regardless of actual usage, and (b) payment obligations are non-cancelable and fees paid are non-refundable.  Customer subscription fees are based on annual periods that begin on the subscription start date and each anniversary thereof; therefore, fees for Customer subscriptions added in the middle of an annual period will be charged a prorated amount rounded to full monthly periods and the monthly periods remaining in the Subscription Term.  All amounts payable under these Terms will be made without setoff or counterclaim, and without any deduction or withholding.
    2. Payment. If Customer elects to pay by credit card, JLL or JLL’s third-party payment processor will charge Customer’s payment method on the date that Customer subscribes to use the Platform. By providing a payment method, Customer expressly authorizes JLL and/or JLL’s third-party payment processor to charge the applicable fees to said payment method as well as taxes and other charges incurred thereto. Customer agrees that JLL may invoice Customer for any unpaid fees, including without limitation any amounts owed by Customer that cannot be processed.  Customer is responsible for providing complete and accurate billing and contact information to JLL and notifying JLL of any changes to such information. Customer agrees to pay all invoiced amounts within thirty (30) calendar days of the invoice date.  Customer is responsible for providing complete and accurate billing and contact information to JLL and notifying JLL of any changes to such information.
    3. Overdue Charges. If JLL does not receive fees by the due date, then at JLL’s discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and (b) JLL may condition future purchases of Services on payment terms shorter than those specified in Section 2 (Payment).
    4. Suspension of Service. If any amounts owed by Customer for the Services are more than thirty (30) days overdue, JLL may, without limiting JLL’s other rights and remedies, suspend Customer’s and its Authorized Users’ access to the Jet Platform until such amounts are paid in full; provided that JLL agrees that it will not exercise its rights under this Section if the applicable charges are under reasonable and good-faith dispute and Customer is cooperating diligently to resolve the dispute.
    5. Taxes. “Taxes” means all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, use, property, excise, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with these Terms or any instrument or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a party’s net income. Notwithstanding the foregoing, Taxes shall not include payroll taxes attributable to the compensation paid to workers or employees and each party shall be responsible for its own federal and state payroll tax collection, remittance, reporting and filing obligations.  Fees and charges imposed under these Terms shall not include Taxes except as otherwise provided herein.  Customer shall be responsible for all of such Taxes.  If, however, JLL has the legal obligation to pay Taxes and is required or permitted to collect such Taxes for which Customer is responsible under this section, Customer shall promptly pay the Taxes invoiced by JLL unless Customer has furnished JLL with valid tax exemption documentation regarding such Taxes.  Customer shall comply with all applicable tax laws and regulations.  Customer hereby agrees to indemnify JLL for any Taxes and related costs paid or payable by JLL attributable to Taxes that would have been Customer’s responsibility under this Section 5 if invoiced to Customer.  Customer shall promptly pay or reimburse JLL for all costs and damages related to any liability incurred by JLL as a result of Customer’s non-compliance or delay with its responsibilities herein. Customer’s obligations under this Section 7.5 shall survive the termination or expiration of these Terms.
  8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.
    1. Mutual Representations and Warranties. Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into these Terms and to perform its obligations hereunder; and (b) its acceptance of and performance under these Terms shall not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust.
    2. Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 8, THE JET PLATFORM, SUPPORT SERVICES AND THIRD-PARTY OFFERINGS ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER’S USE OF THE JET  PLATFORM, SUPPORT SERVICES AND THIRD-PARTY OFFERINGS IS AT ITS OWN RISK.  JLL DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY AND IMPLIED REPRESENTATIONS, WARRANTIES, AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES, REPRESENTATIONS, OR CONDITIONS ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  THE EXPRESS WARRANTIES MADE BY JLL IN SECTION 8 ARE FOR THE BENEFIT OF THE CUSTOMER ONLY AND NOT FOR THE BENEFIT OF ANY THIRD PARTY.  ANY SOFTWARE PROVIDED THROUGH THE JET PLATFORM IS LICENSED AND NOT SOLD.NO AGENT OF JLL IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF JLL AS SET FORTH HEREIN.  JLL DOES NOT WARRANT THAT: (A) THE USE OF THE JETPLATFORM  WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY CUSTOMER THROUGH THE JET PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (E) THE SERVICES WILL BE ERROR-FREE OR THAT ERRORS OR DEFECTS IN THE JET PLATFORM WILL BE CORRECTED; OR (F) THE SERVER(S) THAT MAKE THE JET PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. JLL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
  9.  INDEMNIFICATION.
    1. JLL Indemnity.
      1. General. During the Subscription Term, JLL, at its expense, shall defend Customer and its officers, directors and employees (the “Customer Indemnified Parties”) from and against all actions, proceedings, claims and demands by a third party (a “Third-Party Claim”) alleging that the Jet Platform infringes any copyright or misappropriates any trade secret and shall pay all damages, costs and expenses, including lawyers’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim.  JLL’s obligations under this Section are conditioned upon (i) JLL being promptly notified in writing of any Third-Party Claim under this Section, (ii) JLL having the sole and exclusive right to control the defense and settlement of the Third-Party Claim, and (iii) Customer providing all reasonable assistance (at JLL’s expense and reasonable request) in the defense of such Third-Party Claim.  In no event shall Customer settle any such Third-Party Claim without JLL’s prior written approval.  Customer may, at its own expense, engage separate counsel to advise Customer regarding a Third-Party Claim and to participate in the defense of the Third-Party Claim, subject to JLL’s right to control the defense and settlement.
      2. Mitigation. If any claim which JLL is obligated to defend has occurred, or in JLL’s determination is likely to occur, JLL may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the Jet Platform, (b) substitute a functionality equivalent, non-infringing replacement for the Jet Platform, (c) modify the Jet Platform to make it non-infringing and functionally equivalent, or (d) terminate these Terms and refund to Customer any prepaid amounts attributable the period of time between the date Customer was unable to use the Jet Platform due to such claim and the remaining days in the then-current Subscription Term.
      3. Exclusions. Notwithstanding anything to the contrary in these Terms, the foregoing obligations shall not apply with respect to a claim of infringement if such claim arises out of (i) Customer’s use of infringing Customer Data; (ii) use of the Jet Platform in combination with any software, hardware, network or system not supplied by JLL where the alleged infringement relates to such combination, (iii) any modification or alteration of the Jet Platform other than by JLL, (iv) Customer’s continued use of the Jet Platform after JLL notifies Customer to discontinue use because of an infringement claim, (v) Customer’s violation of applicable law; (vi) Third Party Offerings; and (vii) the Customer System.
      4. Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF JLL WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE JET PLATFORM OR OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF JLL WITH RESPECT THERETO.
    2. Customer Indemnity. Customer shall defend JLL and its affiliates, licensors and their respective officers, directors and employees (“JLL Indemnified Parties”)  from and against any and all Third-Party Claims which arise out of or relate to: (a) a claim or threat that the Customer Data or Customer System (and the exercise by JLL of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party’s Intellectual Property Rights; (b) Customer’s use or alleged use of the Jet Platform other than as permitted under these Terms; or (c) arising from the occurrence of any of the exclusions set forth in Section 1(c).  Customer shall pay all damages, costs and expenses, including lawyers’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim.  Customer’s obligations under this Section are conditioned upon (x) Customer being promptly notified in writing of any Third-Party Claim under this Section, (y) Customer having the sole and exclusive right to control the defense and settlement of the Third-Party Claim, and (z) JLL providing all reasonable assistance (at Customer’s expense and reasonable request) in the defense of such Third-Party Claim.  In no event shall JLL settle any such Third-Party Claim without Customer’s prior written approval.  JLL may, at its own expense, engage separate counsel to advise JLL regarding a Third-Party Claim and to participate in the defense of the claim, subject to Customer’s right to control the defense and settlement.
  10. CONFIDENTIALITY
    1. Confidential Information. “Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to these Terms, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (b) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; and (c) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business. Confidential Information of JLL shall include the Jet Platform, the Documentation, the pricing, and the pricing provided to Customer.
    2. Non-Disclosure. Each party acknowledges that in the course of the performance of these Terms, it may obtain the Confidential Information of the other party. The Receiving Party shall, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it.  The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under these Terms.  Each party agrees to secure and protect the other party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees, affiliates or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section.  The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, affiliates and agents who need access to such Confidential Information in order to effect the intent of these Terms and who are subject to confidentiality obligations at least as stringent as the obligations set forth in these Terms.
    3. Exceptions to Confidential Information. The obligations set forth in Section 2 (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which:  (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms or any obligation of confidentiality by the Receiving Party.  Nothing in these Terms shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
    4. Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.
  11. PROPRIETARY RIGHTS.
    1. Jet Platform. As between JLL and Customer, all right, title and interest in the Jet Platform and any other JLL materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Customer regarding the Jet Platform, including all copyright rights, patent rights and other Intellectual Property Rights in each of the foregoing, belong to and are retained solely by JLL or JLL’s licensors and providers, as applicable.  Customer hereby does and will irrevocably assign to JLL all evaluations, ideas, feedback and suggestions made by Customer to JLL regarding the Jet Platform (collectively, “Feedback”) and all Intellectual Property Rights in the Feedback.
    2. Customer Data. As between JLL and Customer, all right, title and interest in (a) the Customer Data, (b) other information input into the Jet Platform by Customer or its Authorized Users (collectively, “Other Information”) and (c) all Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Customer.  Customer hereby grants to JLL a limited, non-exclusive, royalty-free, worldwide license to use the Customer Data and perform all acts with respect to the Customer Data as may be necessary for JLL to provide the Services to Customer and to maintain and improve the Jet Platform, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify and distribute the Other Information as a part of the Aggregated Statistics (as defined in Section 3 below).  To the extent that receipt of the Customer Data requires JLL to utilize any account information from a third party service provider, Customer shall be responsible for obtaining and providing relevant account information and passwords, and JLL hereby agrees to access and use the Customer Data solely for Customer’s benefit and as set forth in these Terms. As between JLL and Customer, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data.
    3. Aggregated Statistics. Notwithstanding anything else in these Terms or otherwise, JLL may monitor Customer’s and Customer’s Authorized Users’ use of the Services and use data and information related to such use, Customer Data, and Other Information in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Jet Platform (“Aggregated Statistics”).  As between JLL and Customer, all right, title and interest in the Aggregated Statistics and all Intellectual Property Rights therein, belong to and are retained solely by JLL.  Customer acknowledges that JLL will be compiling Aggregated Statistics based on Customer Data, Other Information, and information input by other customers into the Jet Platform, and Customer agrees that JLL may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer or its Confidential Information.
  12. LIMITATION OF LIABILITY.
    1. No Consequential Damages. NEITHER JLL NOR ITS THIRD PARTY LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ‎(WHETHER SUCH LOSSES OR INTERRUPTIONS ARE DIRECT OR INDIRECT) ‎ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF JLL OR ITS THIRD PARTY LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE Jet PLATFORM, SUPPORT SERVICES OR THE RESULTS THEREOF.  JLL WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
    2. Limits on Liability. NEITHER JLL NOR ITS THIRD PARTY LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO JLL DURING THE PERIOD OF SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED.
    3. Essential Purpose. CUSTOMER ACKNOWLEDGES THAT THE TERMS IN THIS SECTION 12 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.
  13. TERM AND TERMINATION.
    1. Term. The term of these Terms commence on the Effective Date and continues until the expiration or termination of all Subscription Term(s), unless earlier terminated as provided in these Terms or in an applicable separate agreement between Customer and JLL referencing these Terms
    2. Termination for Cause. A party may terminate these Terms upon written notice to the other party in the event the other party (a) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) days after filing  or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or (b) commits a material breach of any provision of these Terms and does not remedy such breach within thirty (30) days after receipt of notice from the other party or such other period as the parties may agree.  In no event shall any termination relieve Customer of the obligation to pay any fees payable to JLL for the period prior to the effective date of termination.
    3. Effects of Termination. Upon expiration or termination of these Terms, (a) Customer’s use of and access to the Jet Platform and JLL’s performance of all Support Services shall cease; and (b) all fees and other amounts owed to JLL shall be immediately due and payable by Customer. JLL shall have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete or retain all Customer Data in its systems or otherwise in its possession or under its control.  In addition, within ten (10) days of the effective date of termination each Receiving Party shall: (a) return to the Disclosing Party, or at the Disclosing Party’s option, the Receiving Party shall destroy, all items of Confidential Information (other than the Customer Data) then in the Receiving Party’s possession or control, including any copies, extracts or portions thereof, and (b) upon request shall certify in writing to Disclosing Party that it has complied with the foregoing.
    4. Survival. This Section and Sections 1, 2, 2.3, 5.2, 9, 10, 11, 12, 13.3, 14 shall survive any termination or expiration of these Terms.
  14. MISCELLANEOUS.
    1. Notices. All notices which any party to these Terms may be required or may wish to give may be given by addressing them to the other party at JLLTLegal@am.jll.com for notices sent to JLL and, for notices sent to Customer, at the address currently maintained in JLL’s records (or at such other addresses as may be designated by written notices given in the manner designated herein) by (a) personal delivery, (b) sending such notices by commercial overnight courier with written verification of actual receipt, (c) by email, effective (A) when the sender receives an automated message from the recipient confirming delivery or (B) one hour after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered, whichever happens first, but if the delivery or receipt is on a day which is not a business day or is after 5:00 pm (addressee’s time) it is deemed to be received at 9:00 am on the following business day, or (d) sending them by registered or certified mail. If so mailed or otherwise delivered, such notices shall be deemed and presumed to have been given on the earlier of the date of actual receipt or three (3) days after mailing or authorized form of delivery.  All communications and notices to be made or given pursuant to these Terms shall be in the English language.
    2. Governing Law. These Terms and the rights and obligations of the parties to and under these Terms shall be governed by and construed under the laws of the United States and the State of New York as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles.  The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms.  The parties further agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state of the United States in any form.  JLL has the right to pursue equitable relief in the state and federal courts located in New York, and Customer agrees to the exclusive jurisdiction and venue of such courts.
    3. Publicity. JLL has the right to reference and use Customer’s name and trademarks and disclose the nature of the Services provided hereunder in each case in JLL business development and marketing efforts, including without limitation JLL’s web site. Customer may opt out of this at any time by submitting a request to jllt@jll.com in writing.
    4. Export. The Jet Platform utilizes software and technology that may be subject to United States and foreign export controls. Customer acknowledges and agrees that the Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Jet Platform, Customer represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Jet Platform may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Customer agrees to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. JLL and its licensors make no representation that the Jet Platform is appropriate or available for use in other locations. Any diversion of the Customer Data contrary to law is prohibited. None of the Customer Data, nor any information acquired through the use of the Jet Platform, is or will be used for nuclear activities, chemical or biological weapons, or missile projects.
    5. General. Customer shall not assign its rights hereunder, or delegate the performance of any of its duties or obligations hereunder, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of JLL.  Any purported assignment in violation of the preceding sentence is null and void.  Subject to the foregoing, these Terms shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto.  There are no third-party beneficiaries to these Terms.  Except as otherwise specified in these Terms, these Terms may be amended or supplemented only by a writing that refers explicitly to these Terms and that is signed on behalf of both parties.  No waiver will be implied from conduct or failure to enforce rights.  No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted.  If any of these Terms is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of the Terms will remain in full force.  The parties are independent contractors and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties.  These Terms constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.  Except for Customer’s payment obligations hereunder, neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under these Terms when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, pandemic, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.

THESE MOBILE APPLICATION TERMS AND CONDITIONS (THIS “AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND JONES LANG LASALLE SERVICES (JERSEY) LIMITED (“JLL”). IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL “YOU” REFERS TO YOU INDIVIDUALLY.  IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “YOU” REFERS TO THAT ENTITY. BY DOWNLOADING, INSTALLING OR OTHERWISE USING JLL’S JET MOBILE APPLICATION (THE “APPLICATION”), WHICH ENABLES ACCESS TO AND USE OF JLL’S JET MOBILE PLATFORM (THE “JET PLATFORM”), YOU ACKNOWLEDGE THAT YOU ARE AT LEAST 18 YEARS OF AGE, THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ALL OF ITS TERMS.  IF YOU ARE NOT 18 YEARS OF AGE OR DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE OR OPERATE THE APPLICATION AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE APPLICATION.

  1. Licenses; Restrictions and Reservation of Rights.
    1. License. Subject to your compliance with the terms and conditions of this Agreement, JLL hereby grants you, during the term of this Agreement, a limited, non-exclusive, non-transferable and non-sublicensable right to download, install and execute, in accordance with JLL’s documentation, one (1) copy of the object code version of the Application on a mobile device owned or leased by you.
    2. Restrictions. You shall not, directly or indirectly, or permit any person or third party to:  (a) modify, disassemble, decompile or reverse engineer the Application (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact JLL and provide JLL an opportunity to create such changes as are needed for interoperability purposes); (b) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Application to any third-party or use the Application to provide time sharing or similar services for any third-party; (c) make any copies of the Application; (d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Application, features that prevent or restrict use or copying of any content accessible through the Application, or features that enforce limitations on use of the Application; (e) delete the copyright and other proprietary rights notices on the Application; (f) use the Application for any purpose other than its intended purpose; or (g) use the Application in violation of any federal, state or local law, regulation or rule.
    3. Acceptable Use. You must not use the Application to: (a) harm others, engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (b) damage, disable, overburden, or impair the Application or any software to services with which the Application interacts; (c) abuse, harass, stalk or otherwise violate the legal rights of a third party; or (d) share passwords or other access information or devices or otherwise authorize, allow or enable any third party to access or use the Application.
    4. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. JLL and its licensors and service providers reserve and shall retain all right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.USE OF THE APPLICATION IN ANY MANNER OTHER THAN AS PROVIDED IN THIS AGREEMENT IS STRICTLY PROHIBITED AND MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF JLL AND/OR ITS LICENSOR(S), SUBJECTING YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING WITHOUT LIMITATION MONETARY DAMAGES AND IMPRISONMENT FOR COPYRIGHT INFRINGEMENT, WHERE APPLICABLE.
  2. Installation; Accounts; Data and Electronic Communications.
    1. Installation. You need not separately register with JLL to simply download the Application. However, in order to install and use the Application, you will need a valid email address associated with an organization that has subscribed to use the Jet Platform (a “Customer Email Address”) You are responsible for all activities that occur using your Customer Email Address. You agree to notify JLL or your organization’s Jet Platform administrator if there is any unauthorized use of your Customer Email Address, or if you learn of any other breach of security in relation to the Jet Platform or the Application.
    2. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, JLL may use automatic means to collect information about your use of the Application, your mobile device and/or your wireless service. Use of the Application operates as your consent to the transmission and collection of such information. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality. All information JLL collects through or in connection with the Application is subject to JLL’s Privacy Policy https://www.us.jll.com/en/mobile-app-privacy-statement. By downloading, installing, using, and providing information to or through the Application, you consent to all actions taken by JLL with respect to your information in compliance with the Privacy Policy.
    3. Electronic Communications. By using the Application, you expressly consent and agree to accept and receive electronic communications from JLL, including via e-mail and in-app notifications. These electronic communications are part of your relationship with JLL. You agree that any notices, agreements, disclosures or other communications that JLL sends you will satisfy any legal communication requirements, including that such communications be in writing.  ‎‎
  3. Updates and Changes.
    1. Provision of Updates. JLL may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that JLL has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your device is connected to the internet either: (i) the Application will automatically download and install Updates; or (ii) you may receive notice of or be prompted to download and install available Updates.
    2. Installation of Updates. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
    3. Changes to This Agreement. JLL reserves the right, in its sole discretion, to modify or change the terms of this Agreement at any time.  If JLL makes changes to this Agreement, JLL will provide notice via the Application or via email.  Your continued use of the Application following the posting of any changes to the Agreement constitutes an acceptance of those changes.
  4. Third Party Services and Materials. The Application is designed to be compatible with services provided by JLL and third parties.  If your organization has elected to configure its Jet Platform implementation for use with services provided by third parties (“Third Party Services”) you must have an account with one or more such Third Party Services and your Jet Platform administrator must have  agreed to access to them.  You understand and acknowledge that your use of such Third Party Services is governed by the terms of use and privacy policies of such services (as applicable) and not this Agreement.  You alone are responsible for reviewing and complying with such terms of use and privacy policies and determining whether your use of such Third Party Services complies with such terms. The Application may display, include, or make available third-party content (including software, data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (”Third Party Materials”). You acknowledge and agree that JLL is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. JLL does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials.
  5. Term and Termination.
    1. Term. The term of Agreement commences when you download and install the Application and will continue in effect until terminated by you or JLL, or at such time as your organization’s subscription to use the Jet Platform expires or is terminated.
    2. Termination. You may terminate this Agreement by deleting the Application and all copies thereof from your mobile device.  JLL may terminate this Agreement at any time without notice if it ceases to support the Application, which JLL may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you breach any of its terms and conditions.
    3. Effect of Termination. Upon termination: (i)  all rights granted to you under this Agreement will also terminate; and (ii)  you must cease all use of the Application and delete all copies of the Application from your Mobile Device. This Section and Sections 2 (Restrictions), 1.4 (Reservation of Rights), 2.2 (Collection and Use of Your Information), 6. (Disclaimer of Warranties and Conditions), 7. (Limitation of Liability), 8. (Indemnification), 9. (Confidentiality), and 11. (Miscellaneous) shall survive any termination or expiration of this Agreement.
  6. Disclaimer of Warranties and Conditions. THE APPLICATION IS PROVIDED “AS IS”, WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, JLL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES AND CONDITIONS THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, JLL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER HARDWARE APPLICATION, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS SHALL AFFECT ANY STATUTORY RIGHTS THAT YOU CANNOT ‎CONTRACTUAL AGREE TO ALTER OR WAIVE AND ARE LEGALLY ALWAYS ENTITLED TO AS A ‎CONSUMER.‎
  7. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JLL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION, FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGE. IN NO EVENT SHALL JLL’S OR ITS LICENSOR’S OR SUPPLIERS’ TOTAL CUMULATIVE LIABILITY EXCEED FIVE HUNDRED DOLLARS (US $500). YOU ACKNOWLEDGE THAT THIS PROVISION REFLECTS A REASONABLE ALLOCATION OF RISK AND that the terms in this Section (LIMITATION OF LIABILITY) SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR JLL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.  IF YOU ARE A NEW JERSEY RESIDENT OR THIS SECTION 7 IS OTHERWISE RESTRICTED UNDER APPLICABLE LAW IN YOUR JURISDICTION, THIS LIMITATION OF LIABILITY SECTION IS TO BE ONLY AS BROAD AND INCLUSIVE AS IS PERMITTED BY THE LAW OF THE STATE OF NEW JERSEY OR SUCH OTHER JURISDICTION, AS APPLICABLE.
  8. Indemnification. You agree to indemnify, defend, and hold harmless JLL and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application. If you are a New Jersey resident, this indemnification clause is to be only as broad and inclusive as is permitted by the law of the state of New Jersey.
  9. Confidentiality.  You acknowledge that the Application contains valuable proprietary information and trade secrets and that unauthorized or improper use of the Application will result in irreparable harm to JLL for which monetary damages would be inadequate and for which JLL will be entitled to immediate injunctive relief. Accordingly, you will maintain the confidentiality of the proprietary information and not sell, license, publish, display, distribute, disclose or otherwise make available such proprietary information to any third party, nor use such information except as authorized by this Agreement.
  10. Mobile Application Terms.
    1. iOS Applications. The following additional terms and conditions apply with respect to any Mobile Application that JLL provides to you that is designed for use on an Apple iOS-powered mobile device (an “iOS App”):
      1. You acknowledge that this Agreement is between you and JLL only, and not with Apple, Inc. (“Apple”).
      2. Your use of the iOS App must comply with Apple’s then-current App Store Terms of Service.
      3. JLL, and not Apple, is solely responsible for the iOS App and the materials available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to the iOS App.  To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App.
      4. You agree that JLL, and not Apple, is responsible for addressing any claims by you or any third-party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to us as provider of the iOS App.
      5. You agree that JLL, and not Apple, shall be responsible, to the extent required by this Agreement, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or your possession and use of the iOS App.
      6. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
      7. You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
      8. You agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this Agreement as it relates to your license of the iOS App. Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as it relates to your license of the iOS App as a third-party beneficiary thereof.
    2. The following additional terms and conditions apply with respect to any Mobile Application that JLL provides to you designed for use on an Android-powered mobile device (an “Android App”):
      1. You acknowledge that this Agreement is between you and JLL only, and not with Google, Inc. (“Google”).
      2. Your use of the Android App must comply with Google’s then-current Google Play Terms of Service.
      3. Google is only a provider of the Android marketplace where you obtained the Android App. JLL, and not Google, is solely responsible for the Android App and the materials available thereon.  Google has no obligation or liability to you with respect to the Android App or this Agreement.
      4. You acknowledge and agree that Google is a third-party beneficiary to this Agreement as is relates to the Android App.JLL does not warrant that the Mobile Applications will be compatible with your mobile devices.  You acknowledge that standard carrier data charges may apply to your use of our Mobile Applications.
  11. Miscellaneous.
    1. Notices. JLL may give notice to you by means of electronic mail to your e-mail address on record with JLL, or, for JLL, as posted on JLL’s corporate website, and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), or (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
    2. Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.
    3. US Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
    4. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
    5. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the Province of Ontario without giving effect to any choice or conflict of law provision or rule. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) are specifically disclaimed. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the provincial courts of Ontario or the federal courts of Canada, as applicable. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
    6. Entire Agreement. This Agreement and the Privacy Policy constitute the entire agreement between you and JLL with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.
    7. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
    8. Contact JLL. If you have any questions about this Agreement or otherwise need to contact us for any reason, you can reach us at Jet.support@am.jll.com.

 

THESE TERMS OF USE (THE “TERMS“) ARE A LEGAL AGREEMENT BETWEEN YOU (“CUSTOMER“) AND JONES LANG LASALLE SERVICES (JERSEY) LIMITED (“JLL“). BY CLICKING THE “I ACCEPT” BUTTON OR USING THE JET PLATFORM YOU REPRESENT THAT ARE A REPRESENTATIVE OF A JET CUSTOMER ENTITY AND YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “CUSTOMER” REFERS TO THAT ENTITY.  IF CUSTOMER DOES NOT AGREE WITH ALL OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE JET PLATFORM. JLL MAY MAKE CHANGES TO THE JET PLATFORM AT ANY TIME. IN ADDITION, JLL MAY MAKE CHANGES TO THESE TERMS AT ANY TIME, AND CUSTOMER WILL BE REQUIRED TO ACCEPT UPON NEXT SIGN IN. CUSTOMER’S CONTINUED USE OF THE JET PLATFORM AFTER SUCH CHANGES HAVE BEEN POSTED WILL SIGNIFY CUSTOMER’S ASSENT TO AND ACCEPTANCE OF THE REVISED TERMS.

  1. DEFINITIONS.
    1. Authorised Purposes” means for Customer’s internal business purposes.
    2. Authorised Users” means Customer’s employees, consultants, contractors, and/or agents: (a) for whom a subscription to access to the Jet Platform during the Subscription Term has been licensed by Customer and (b) who are authorised by Customer to access and use the Jet Platform via login to the platform. ,.
    3. Customer Data” means all data submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of Customer or its Authorised Users and received and analysed by the Jet Platform.
    4. Customer System” means Customer’s internal website(s), servers and other equipment and software used to access and use the Jet Platform.
    5. Documentation” means the printed, electronic or online user instructions and help files made available by JLL for use with the Jet Platform, as may be updated from time to time by JLL.
    6. Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.
    7. Jet Platform” means the Jet hosted software solution provided by JLL; provided that such definition excludes any Open Source Software that may be used to provide the solution.
    8. Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
    9. Open Source Software” means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that approved by the Open Source Initiative (opensource.org).
    10. Service Tier” means the package of Jet Platform functionality for which Customer has subscribed.
    11. Services” means the Jet Platform and Support Services.
    12. Subscription Term” means the period for which Customer has subscribed to access and use the Jet Platform.
    13. Support Services” means the support and maintenance services provided by JLL to Jet Platform subscribers.
    14. Third Party Offerings” means certain software or services delivered or performed by third parties that are required for the operation of the Jet Platform, or other online or offline business services or products provided by third parties that interoperate with the Jet Platform.
  2. LICENSES; RESTRICTIONS.
    1. Access and Use License. Subject to Customer’s compliance with the terms and conditions contained in these Terms, JLL, during the relevant Subscription Term, hereby grants Customer and, if applicable, Customer’s Authorised Users, a limited, non-exclusive, non-transferable right to access and use the Jet Platform in accordance with the Documentation in each case solely for Customer’s Authorized Purposes and not to provide products or services to any other person or entity.  Customer’s use of the Jet Platform may be subject to certain limitations – for example, certain functionality is not available at all Service Tiers.
    2. Restrictions. Customer shall not, directly or indirectly, and Customer shall not permit any Authorised User or third party to:  (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Jet Platform; (b) modify, translate, or create derivative works based on any element of the Jet Platform or any related Documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Jet Platform; (d) use the Jet Platform for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer and Authorised Users; (e) remove any proprietary notices from the Documentation; (f) use the Jet Platform for any purpose other than its intended purpose; (g) interfere with or disrupt the integrity or performance of the Jet Platform; (h) introduce any Open Source Software into the Jet Platform; or (i) attempt to gain unauthorised access to the Jet Platform or its related systems or networks.
    3. Reservation of Rights. Except as expressly granted in these Terms or in the Jet Mobile Application Terms and Conditions (to which any Authorised User using the Jet mobile application must agree prior to using the Jet Platform), there are no other licenses granted to Customer or any Authorised User, express, implied or by way of estoppel.  All rights not granted in these Terms are reserved by JLL.
  3. THIRD PARTY OFFERINGS; THIRD PARTY HOSTING.
    1. Integration with Third Party Offerings. The Jet Platform may contain features designed to interoperate with Third Party Offerings.  To use such features, Customer may be required to obtain access to such Third Party Offering from the providers of such offerings.  Any acquisition by Customer of any such Third Party Offerings, and any exchange of data between Customer and any provider of a Third Party Offering, is solely between Customer and the applicable provider of the Third Party Offering.  JLL does not warrant or support any Third Party Offering, whether or not such offerings are designated by JLL as “certified” or otherwise.  If Customer installs or enables any Third Party Offering for use with Jet Platform, Customer acknowledges that JLL may allow providers of that Third Party Offering to access Customer Data as required for the interoperation and support of such Third Party Offering with the Jet Platform.  JLL shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by the providers of Third Party Offerings.  If the provider of any Third Party Offering ceases to make the Third Party Offering available for interoperation with the corresponding Jet Platform features on reasonable terms, JLL may cease providing such features without entitling Customer to any refund, credit, or other compensation.
    2. Third Party Access Codes. To the extent that JLL requires that Customer provide JLL with authorisations, passwords or other user credentials to a Third Party Offering (“Third Party Access Codes”) to retrieve Customer Data or to enable interoperability with the Jet Platform, Customer shall promptly provide such Third Party Access Codes. JLL shall not share, reassign, divulge or disclose any Third Party Access Codes except to JLL employees or contractors specifically engaged in the performance of the Services. Third Party Access Codes shall constitute Customer’s Confidential Information under these Terms.
    3. Third Party Hosting. JLL may use the services of one or more third parties to deliver any part of the Services.  JLL will pass-through any warranties to the extent that JLL receives any from its then current third-party service provider that it can provide to Customer.  Customer agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Customer from time to time.
  4. PASSWORDS.
    1. Passwords. Customer and its Authorised Users shall be responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the person to which it was issued.  Customer is solely responsible for any and all access and use of the Jet Platform that occurs using any Authorised User’s account.  Customer shall restrict its Authorised Users from sharing passwords.  Customer agrees to immediately notify JLL of any unauthorised use of any account or login and password issued to Customer and/or its Authorised Users.  JLL shall have no liability for any loss or damage arising from Customer’s or its Authorised Users failure to comply with the terms set forth in this Section.
    2. No Circumvention of Security. Neither Customer nor any Authorised User may circumvent or otherwise interfere with any user authentication or security of the Jet Platform.  Customer will immediately notify JLL of any breach, or attempted breach, of security known to Customer.
  5. CUSTOMER OBLIGATIONS.
    1. Customer System. Customer is responsible for (a) obtaining, deploying and maintaining the Customer System; (b) contracting with third party ISP, telecommunications and other service providers to access and use the Internet to access the Jet Platform; and (c) paying all third party fees and access charges incurred in connection with the foregoing.  Except as specifically set forth in these Terms or a separate agreement between Customer and JLL referencing these Terms, JLL shall not be responsible for supplying any hardware, software or other equipment to Customer under these Terms.
    2. Acceptable Use. Customer shall be solely responsible for its actions and the actions of its Authorised Users while using the Jet Platform.  Customer acknowledges and agrees: (a) to abide by all local, state, national, and international laws and regulations applicable to Customer’s use of the Jet Platform, including without limitation the provision of Customer Data; (b) not to send or store data on or to the Jet Platform which violates the rights of any individual or entity established in any jurisdiction; (c) not to upload in any way any information or content that contain Malicious Code or data that may damage the operation of the Jet Platform or another’s computer or mobile device; (d) not to use the Jet Platform for illegal, fraudulent, unethical or inappropriate purposes; (e) not to interfere or disrupt networks connected to the Jet Platform or interfere with other ability to access or use the Jet Platform; (f) not to distribute, promote or transmit through the Jet Platform any unlawful, harmful, obscene, pornographic or otherwise objectionable material of any kind or nature; (g) not to use the Jet Platform in any manner that impairs the Jet Platform, including without limitation the servers and networks on which the Jet Platform is provided; (h) to comply with all regulations, policies and procedures of networks connected to the Jet Platform and JLL’s service providers; and (i) to use the Jet Platform only in accordance with the Documentation.  Customer acknowledges and agrees that JLL neither endorses the contents of any Customer communications or Customer Data nor assumes any responsibility for any offensive material contained therein, any infringement of third party Intellectual Property Rights arising therefrom or any crime facilitated thereby.  JLL may remove any violating content posted or stored using the Jet Platform or transmitted through the Jet Platform, without notice to Customer.  Notwithstanding the foregoing, JLL does not guarantee and is not obligated to verify, authenticate, monitor or edit the Customer Data or any other information or data input into or stored in the Jet Platform for completeness, integrity, quality, accuracy or otherwise.  Customer shall be responsible and liable for the completeness, integrity, quality and accuracy of Customer Data input into the Jet Platform.
    3. Accuracy of Customer’s Contact Information; Email Notices. Customer agrees to provide accurate, current and complete information as necessary for JLL to communicate with Customer from time to time regarding the Services, issue invoices or accept payment, or contact Customer for other account-related purposes. Customer agrees to keep any online account information current and inform JLL of any changes in Customer’s legal business name, address, email address and phone number. Customer agrees to accept emails from JLL at such e-mail addresses. In addition, Customer agrees that JLL may rely and act on all information and instructions provided to JLL by Authorised Users from the above-specified e-mail addresses.
    4. Temporary Suspension. JLL may temporarily suspend Customer’s or its Authorised Users’ access to the Jet Platform in the event that either Customer or any of its Authorised Users is engaged in, or JLL in good faith suspects Customer or any of its Authorised Users is engaged in, any unauthorised conduct (including, but not limited to any violation of these Terms). JLL will attempt to contact Customer prior to or contemporaneously with such suspension; provided, however, that JLL’s exercise of the suspension rights herein shall not be conditioned upon Customer’s receipt of any such notification. A suspension may take effect for Customer’s entire account and Customer understands that such suspension would therefore include its Authorised User accounts and would prevent Jet mobile application users from accessing the Jet Platform. Customer agrees that JLL shall not be liable to Customer, Authorised Users, or any third party if JLL exercises its suspension rights as permitted by this Section.  Upon determining that Customer has ceased the unauthorised conduct leading to the temporary suspension to JLL’s reasonable satisfaction, JLL shall reinstate Customer’s and its Authorised Users’ access to and use of the Jet Platform.  Notwithstanding anything in this Section to the contrary, JLL’s suspension of access to the Jet Platform is in addition to any other remedies that JLL may have under these Terms or otherwise, including but not limited to termination of these Terms for cause.  Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, JLL may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach.
  6. AVAILABILITY; SECURITY; SUPPORT.
    1. Availability. Subject to the terms and conditions of these Terms, JLL will use commercially reasonable efforts to make the Jet Platform available with minimal downtime 24 hours a day, 7 days a week; provided, however, that the following are excepted from availability commitments: (a) planned downtime, or (b) unavailability caused by circumstances beyond JLL’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 or Internet service provider failures or delays.  Certain enhancements to the Jet Platform made generally available at no cost to all users in Customer’s Service Tier during the applicable Term will be made available to Customer at no additional charge.  However, the availability of some new enhancements to the Jet Platform may require the payment of additional fees, and JLL will determine at its sole discretion whether access to any other such new enhancements will require an additional fee.  These Terms will apply to, and the Jet Platform includes, any enhancements, updates, upgrades and new modules to the Jet Platform provided in connection therewith, subsequently provided by JLL to Customer hereunder.
    2. Security; Privacy Policy. JLL will use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Data in a manner consistent with what JLL supplies generally to its other users.  Please review our privacy policy, which is available https://www.jll.com.au/en/privacy-statement (the “Privacy Policy”) which further explains how JLL collects, stores and uses the Customer Data and other information that JLL collects through users’ use of the Jet Platform. Notwithstanding the foregoing, Customer acknowledges that, notwithstanding any security precautions deployed by JLL, the use of or connection to the Internet provides the opportunity for unauthorised third parties to circumvent such precautions and illegally gain access to the Jet Platform and Customer Data.  JLL cannot and does not guarantee the privacy, security, integrity or authenticity of any Third Party Offering or any information transmitted over or stored in any system connected to or accessible via the Internet.
    3. Support. JLL will provide Customer with the level of support to which Customer is entitled based on Customer’s Subscription Tier.
  7. FEES AND PAYMENT.
    1. Fees. Customer agrees to pay all fees applicable to Customer’s and its Authorised Users’ use of the Jet Platform using one of the payment methods JLL supports. Except as otherwise specified in these Terms, (a) fees are based on Services purchased, regardless of actual usage, and (b) payment obligations are non-cancelable and fees paid are non-refundable.  Customer subscription fees are based on annual periods that begin on the subscription start date and each anniversary thereof; therefore, fees for Customer subscriptions added in the middle of an annual period will be charged a prorated amount rounded to full monthly periods and the monthly periods remaining in the Subscription Term.  All amounts payable under these Terms will be made without setoff or counterclaim, and without any deduction or withholding.
    2. Payment. If Customer elects to pay by credit card, JLL or JLL’s third-party payment processor will charge Customer’s payment method on the date that Customer subscribes to use the Platform. By providing a payment method, Customer expressly authorises JLL and/or JLL’s third-party payment processor to charge the applicable fees to said payment method as well as taxes and other charges incurred thereto. Customer agrees that JLL may invoice Customer for any unpaid fees, including without limitation any amounts owed by Customer that cannot be processed.  Customer is responsible for providing complete and accurate billing and contact information to JLL and notifying JLL of any changes to such information. Customer agrees to pay all invoiced amounts within thirty (30) calendar days of the invoice date.  Customer is responsible for providing complete and accurate billing and contact information to JLL and notifying JLL of any changes to such information.
    3. Overdue Charges. If JLL does not receive fees by the due date, then at JLL’s discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and (b) JLL may condition future purchases of Services on payment terms shorter than those specified in Section 2 (Payment).
    4. Suspension of Service. If any amounts owed by Customer for the Services are more than thirty (30) days overdue, JLL may, without limiting JLL’s other rights and remedies, suspend Customer’s and its Authorised Users’ access to the Jet Platform until such amounts are paid in full; provided that JLL agrees that it will not exercise its rights under this Section if the applicable charges are under reasonable and good-faith dispute and Customer is cooperating diligently to resolve the dispute.
    5. Taxes. “Taxes” means all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, use, property, excise, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with these Terms or any instrument or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a party’s net income. Notwithstanding the foregoing, Taxes shall not include payroll taxes attributable to the compensation paid to workers or employees and each party shall be responsible for its own federal and state payroll tax collection, remittance, reporting and filing obligations.  Fees and charges imposed under these Terms shall not include Taxes except as otherwise provided herein.  Customer shall be responsible for all of such Taxes.  If, however, JLL has the legal obligation to pay Taxes and is required or permitted to collect such Taxes for which Customer is responsible under this section, Customer shall promptly pay the Taxes invoiced by JLL unless Customer has furnished JLL with valid tax exemption documentation regarding such Taxes.  Customer shall comply with all applicable tax laws and regulations.  Customer hereby agrees to indemnify JLL for any Taxes and related costs paid or payable by JLL attributable to Taxes that would have been Customer’s responsibility under this Section 5 if invoiced to Customer.  Customer shall promptly pay or reimburse JLL for all costs and damages related to any liability incurred by JLL as a result of Customer’s non-compliance or delay with its responsibilities herein. Customer’s obligations under this Section 7.5 shall survive the termination or expiration of these Terms.
  8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.
    1. Mutual Representations and Warranties. Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into these Terms and to perform its obligations hereunder; and (b) its acceptance of and performance under these Terms shall not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust.
    2. Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 8, THE JET PLATFORM, SUPPORT SERVICES AND THIRD-PARTY OFFERINGS ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER’S USE OF THE JET  PLATFORM, SUPPORT SERVICES AND THIRD-PARTY OFFERINGS IS AT ITS OWN RISK.  TO THE MAXIMUM EXTEND PERMITTED BY LAW, JLL DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  THE EXPRESS WARRANTIES MADE BY JLL IN SECTION 8 ARE FOR THE BENEFIT OF THE CUSTOMER ONLY AND NOT FOR THE BENEFIT OF ANY THIRD PARTY.  ANY SOFTWARE PROVIDED THROUGH THE JET PLATFORM IS LICENSED AND NOT SOLD.NO AGENT OF JLL IS AUTHORISED TO ALTER OR EXPAND THE WARRANTIES OF JLL AS SET FORTH HEREIN.  UNLESS OTHERWISE SET OUT IN THIS AGREEMENT OR APPLICABLE LAWS, JLL DOES NOT WARRANT THAT: (A) THE USE OF THE JETPLATFORM  WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY CUSTOMER THROUGH THE JET PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (E) THE SERVICES WILL BE ERROR-FREE OR THAT ERRORS OR DEFECTS IN THE JET PLATFORM WILL BE CORRECTED; OR (F) THE SERVER(S) THAT MAKE THE JET PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. JLL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
    3. Application. Some jurisdictions do not allow the exclusion of guarantees, conditions, warranties or terms implied or imposed by any applicable law. Nothing in these Terms excludes, restricts or modifies any guarantee, warranty, term or condition, right or remedy implied or imposed by any applicable law which cannot lawfully be excluded, restricted or modified.
  9.  INDEMNIFICATION.
    1. JLL Indemnity.
      1. General. During the Subscription Term, JLL, at its expense, shall defend Customer and its officers, directors and employees (the “Customer Indemnified Parties”) from and against all actions, proceedings, claims and demands by a third party (a “Third-Party Claim”) alleging that the Jet Platform infringes any copyright or misappropriates any trade secret and shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim.  JLL’s obligations under this Section are conditioned upon (i) JLL being promptly notified in writing of any Third-Party Claim under this Section, (ii) JLL having the sole and exclusive right to control the defense and settlement of the Third-Party Claim, and (iii) Customer providing all reasonable assistance (at JLL’s expense and reasonable request) in the defense of such Third-Party Claim.  In no event shall Customer settle any such Third-Party Claim without JLL’s prior written approval.  Customer may, at its own expense, engage separate counsel to advise Customer regarding a Third-Party Claim and to participate in the defense of the Third-Party Claim, subject to JLL’s right to control the defense and settlement.
      2. Mitigation. If any claim which JLL is obligated to defend has occurred, or in JLL’s determination is likely to occur, JLL may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the Jet Platform, (b) substitute a functionality equivalent, non-infringing replacement for the Jet Platform, (c) modify the Jet Platform to make it non-infringing and functionally equivalent, or (d) terminate these Terms and refund to Customer any prepaid amounts attributable the period of time between the date Customer was unable to use the Jet Platform due to such claim and the remaining days in the then-current Subscription Term.
      3. Exclusions. Notwithstanding anything to the contrary in these Terms, the foregoing obligations shall not apply with respect to a claim of infringement if such claim arises out of (i) Customer’s use of infringing Customer Data; (ii) use of the Jet Platform in combination with any software, hardware, network or system not supplied by JLL where the alleged infringement relates to such combination, (iii) any modification or alteration of the Jet Platform other than by JLL, (iv) Customer’s continued use of the Jet Platform after JLL notifies Customer to discontinue use because of an infringement claim, (v) Customer’s violation of applicable law; (vi) Third Party Offerings; and (vii) the Customer System.
      4. Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF JLL WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE JET PLATFORM OR OTHERWISE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF JLL WITH RESPECT THERETO.
    2. Customer Indemnity. Customer shall defend JLL and its affiliates, licensors and their respective officers, directors and employees (“JLL Indemnified Parties”)  from and against any and all Third-Party Claims which arise out of or relate to: (a) a claim or threat that the Customer Data or Customer System (and the exercise by JLL of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party’s Intellectual Property Rights; (b) Customer’s use or alleged use of the Jet Platform other than as permitted under these Terms; or (c) arising from the occurrence of any of the exclusions set forth in Section 1(c).  Customer shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim.  Customer’s obligations under this Section are conditioned upon (x) Customer being promptly notified in writing of any Third-Party Claim under this Section, (y) Customer having the sole and exclusive right to control the defence and settlement of the Third-Party Claim, and (z) JLL providing all reasonable assistance (at Customer’s expense and reasonable request) in the defence of such Third-Party Claim.  In no event shall JLL settle any such Third-Party Claim without Customer’s prior written approval.  JLL may, at its own expense, engage separate counsel to advise JLL regarding a Third-Party Claim and to participate in the defence of the claim, subject to Customer’s right to control the defence and settlement.
  10. CONFIDENTIALITY.
    1. Confidential Information. “Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to these Terms, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (b) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; and (c) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business. Confidential Information of JLL shall include the Jet Platform, the Documentation, the pricing, and the pricing provided to Customer.
    2. Non-Disclosure. Each party acknowledges that in the course of the performance of these Terms, it may obtain the Confidential Information of the other party. The Receiving Party shall, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it.  The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under these Terms.  Each party agrees to secure and protect the other party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees, affiliates or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section.  The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, affiliates and agents who need access to such Confidential Information in order to effect the intent of these Terms and who are subject to confidentiality obligations at least as stringent as the obligations set forth in these Terms.
    3. Exceptions to Confidential Information. The obligations set forth in Section 2 (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which:  (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms or any obligation of confidentiality by the Receiving Party.  Nothing in these Terms shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
    4. Injunctive Relief. The Parties agree that any unauthorised disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.
  11. PROPRIETARY RIGHTS.
    1. Jet Platform. As between JLL and Customer, all right, title and interest in the Jet Platform and any other JLL materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Customer regarding the Jet Platform, including all copyright rights, patent rights and other Intellectual Property Rights in each of the foregoing, belong to and are retained solely by JLL or JLL’s licensors and providers, as applicable.  Customer hereby does and will irrevocably assign to JLL all evaluations, ideas, feedback and suggestions made by Customer to JLL regarding the Jet Platform (collectively, “Feedback”) and all Intellectual Property Rights in the Feedback.
    2. Customer Data. As between JLL and Customer, all right, title and interest in (a) the Customer Data, (b) other information input into the Jet Platform by Customer or its Authorised Users (collectively, “Other Information”) and (c) all Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Customer.  Customer hereby grants to JLL a limited, non-exclusive, royalty-free, worldwide license to use the Customer Data and perform all acts with respect to the Customer Data as may be necessary for JLL to provide the Services to Customer and to maintain and improve the Jet Platform, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify and distribute the Other Information as a part of the Aggregated Statistics (as defined in Section 3 below).  To the extent that receipt of the Customer Data requires JLL to utilise any account information from a third party service provider, Customer shall be responsible for obtaining and providing relevant account information and passwords, and JLL hereby agrees to access and use the Customer Data solely for Customer’s benefit and as set forth in these Terms. As between JLL and Customer, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Where Customer believes Customer Data held by JLL is inaccurate, Customer can request correction of Customer Data. JLL will respond to request for correction within a reasonable time.
    3. Aggregated Statistics. Notwithstanding anything else in these Terms or otherwise, JLL may monitor Customer’s and Customer’s Authorised Users’ use of the Services and use data and information related to such use, Customer Data, and Other Information in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Jet Platform (“Aggregated Statistics”).  As between JLL and Customer, all right, title and interest in the Aggregated Statistics and all Intellectual Property Rights therein, belong to and are retained solely by JLL.  Customer acknowledges that JLL will be compiling Aggregated Statistics based on Customer Data, Other Information, and information input by other customers into the Jet Platform, and Customer agrees that JLL may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer or its Confidential Information.
  12. LIMITATION OF LIABILITY.
    1. No Consequential Damages. NEITHER JLL NOR ITS THIRD PARTY LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF JLL OR ITS THIRD PARTY LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE Jet PLATFORM, SUPPORT SERVICES OR THE RESULTS THEREOF.  JLL WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
    2. Limits on Liability. NEITHER JLL NOR ITS THIRD PARTY LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES (WHETHER CAUSED BY BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR BREACH OF STATUTORY DUTY, IN EQUITY OR OTHERWISE ARISING) GREATER THAN AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO JLL DURING THE PERIOD OF SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED. NOTHING IN THESE TERMS FORM SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR LOSSES ARISING OUT OF (I) DEATH OR PERSONAL INJURY CAUSED BY A PARTY’S NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) LOSSES OR DAMAGES THAT CANNOT BE EXCLUDED BY APPLICABLE LAW.
    3. Essential Purpose. CUSTOMER ACKNOWLEDGES THAT THE TERMS IN THIS SECTION 12 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.
    4. Non-Excludable Provisions. If any guarantee, condition, warranty or term is implied or imposed by any applicable law and cannot be excluded (a Non-Excludable Provision), and JLL is able to limit Customer’s remedy for a breach of the Non-Excludable Provision, then JLL’s liability for breach of the Non-Excludable Provision is limited exclusively (so far as applicable laws do not prohibit) to one or more of the following at JLL’s option:
      1. in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
      2. in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
  13. TERM AND TERMINATION.
    1. Term. The term of these Terms commence on the Effective Date and continues until the expiration or termination of all Subscription Term(s), unless earlier terminated as provided in these Terms or in an applicable separate agreement between Customer and JLL referencing these Terms
    2. Termination for Cause. A party may terminate these Terms upon written notice to the other party in the event the other party (a) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) days after filing  or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or (b) commits a material breach of any provision of these Terms and does not remedy such breach within thirty (30) days after receipt of notice from the other party or such other period as the parties may agree.  In no event shall any termination relieve Customer of the obligation to pay any fees payable to JLL for the period prior to the effective date of termination.
    3. Effects of Termination. Upon expiration or termination of these Terms, (a) Customer’s use of and access to the Jet Platform and JLL’s performance of all Support Services shall cease; and (b) all fees and other amounts owed to JLL shall be immediately due and payable by Customer. JLL shall have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete or retain all Customer Data in its systems or otherwise in its possession or under its control.  In addition, within ten (10) days of the effective date of termination each Receiving Party shall: (a) return to the Disclosing Party, or at the Disclosing Party’s option, the Receiving Party shall destroy, all items of Confidential Information (other than the Customer Data) then in the Receiving Party’s possession or control, including any copies, extracts or portions thereof, and (b) upon request shall certify in writing to Disclosing Party that it has complied with the foregoing.
    4. Survival. This Section and Sections 1, 2, 2.3, 5.2, 9, 10, 11, 12, 13.3, 14 shall survive any termination or expiration of these Terms.
  14. MISCELLANEOUS.
    1. Notices. All notices which any party to these Terms may be required or may wish to give may be given by addressing them to the other party at [__________________________] for notices sent to JLL and, for notices sent to Customer, at the address currently maintained in JLL’s records (or at such other addresses as may be designated by written notices given in the manner designated herein) by (a) personal delivery, (b) sending such notices by commercial overnight courier with written verification of actual receipt, (c) by email, effective (A) when the sender receives an automated message from the recipient confirming delivery or (B) one hour after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered, whichever happens first, but if the delivery or receipt is on a day which is not a business day or is after 5:00 pm (addressee’s time) it is deemed to be received at 9:00 am on the following business day, or (d) sending them by registered or certified mail. If so mailed or otherwise delivered, such notices shall be deemed and presumed to have been given on the earlier of the date of actual receipt or three (3) days after mailing or authorised form of delivery.  All communications and notices to be made or given pursuant to these Terms shall be in the English language.
    2. Governing Law. These Terms and the rights and obligations of the parties to and under these Terms shall be governed by and construed under the laws of the United States and the State of New York as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles.  The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms.  The parties further agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state of the United States in any form.  JLL has the right to pursue equitable relief in the state and federal courts located in New York, and Customer agrees to the exclusive jurisdiction and venue of such courts.
    3. Publicity. JLL has the right to reference and use Customer’s name and trademarks and disclose the nature of the Services provided hereunder in each case in JLL business development and marketing efforts, including without limitation JLL’s web site. Customer may opt out of this at any time by submitting a request to ____ in writing.
    4. Export. The Jet Platform utilises software and technology that may be subject to United States and foreign export controls. Customer acknowledges and agrees that the Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Jet Platform, Customer represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Jet Platform may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Customer agrees to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. JLL and its licensors make no representation that the Jet Platform is appropriate or available for use in other locations. Any diversion of the Customer Data contrary to law is prohibited. None of the Customer Data, nor any information acquired through the use of the Jet Platform, is or will be used for nuclear activities, chemical or biological weapons, or missile projects.
    5. General. Customer shall not assign its rights hereunder, or delegate the performance of any of its duties or obligations hereunder, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of JLL.  Any purported assignment in violation of the preceding sentence is null and void.  Subject to the foregoing, these Terms shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto.  There are no third-party beneficiaries to these Terms.  Except as otherwise specified in these Terms, these Terms may be amended or supplemented only by a writing that refers explicitly to these Terms and that is signed on behalf of both parties.  No waiver will be implied from conduct or failure to enforce rights.  No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted.  If any of these Terms is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of the Terms will remain in full force.  The parties are independent contractors and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties.  These Terms constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.  Except for Customer’s payment obligations hereunder, neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under these Terms when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.

­­THESE MOBILE APPLICATION TERMS AND CONDITIONS (THIS “AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND JONES LANG LASALLE SERVICES (JERSEY) LIMITED (“JLL”). IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL “YOU” REFERS TO YOU INDIVIDUALLY.  IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “YOU” REFERS TO THAT ENTITY. BY DOWNLOADING, INSTALLING OR OTHERWISE USING JLL’S JET MOBILE APPLICATION (THE “APPLICATION”), WHICH ENABLES ACCESS TO AND USE OF JLL’S JET MOBILE PLATFORM (THE “JET PLATFORM”), YOU ACKNOWLEDGE THAT YOU ARE AT LEAST 18 YEARS OF AGE, THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ALL OF ITS TERMS.  IF YOU ARE NOT 18 YEARS OF AGE OR DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORISED TO USE OR OPERATE THE APPLICATION AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE APPLICATION.

  1. Licenses; Restrictions and Reservation of Rights.
    1. Licence. Subject to your compliance with the terms and conditions of this Agreement, JLL hereby grants you, during the term of this Agreement, a limited, non-exclusive, non-transferable and non-sublicensable right to download, install and execute, in accordance with JLL’s documentation, one (1) copy of the object code version of the Application on a mobile device owned or leased by you.
    2. Restrictions. You shall not, directly or indirectly, or permit any person or third party to:  (a) modify, disassemble, decompile or reverse engineer the Application (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact JLL and provide JLL an opportunity to create such changes as are needed for interoperability purposes); (b) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Application to any third-party or use the Application to provide time sharing or similar services for any third-party; (c) make any copies of the Application; (d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Application, features that prevent or restrict use or copying of any content accessible through the Application, or features that enforce limitations on use of the Application; (e) delete the copyright and other proprietary rights notices on the Application; (f) use the Application for any purpose other than its intended purpose; or (g) use the Application in violation of any federal, state or local law, regulation or rule.
    3. Acceptable Use. You must not use the Application to: (a) harm others, engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (b) damage, disable, overburden, or impair the Application or any software to services with which the Application interacts; (c) abuse, harass, stalk or otherwise violate the legal rights of a third party; or (d) share passwords or other access information or devices or otherwise authorise, allow or enable any third party to access or use the Application.
    4. Reservation of Rights. You acknowledge and agree that the Application is provided under licence, and not sold to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. JLL and its licensors and service providers reserve and shall retain all right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.USE OF THE APPLICATION IN ANY MANNER OTHER THAN AS PROVIDED IN THIS AGREEMENT IS STRICTLY PROHIBITED AND MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF JLL AND/OR ITS LICENSOR(S), SUBJECTING YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING WITHOUT LIMITATION MONETARY DAMAGES AND IMPRISONMENT FOR COPYRIGHT INFRINGEMENT.
  2. Installation; Accounts; Data and Electronic Communications.
    1. Installation. You need not separately register with JLL to simply download the Application. However, in order to install and use the Application, you will need a valid email address associated with an organisation that has subscribed to use the Jet Platform (a “Customer Email Address”) You are responsible for all activities that occur using your Customer Email Address. You agree to notify JLL or your organisation’s Jet Platform administrator if there is any unauthorised use of your Customer Email Address, or if you learn of any other breach of security in relation to the Jet Platform or the Application.
    2. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, JLL may use automatic means to collect information about your use of the Application, your mobile device and/or your wireless service. Use of the Application operates as your consent to the transmission and collection of such information. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality. All information JLL collects through or in connection with the Application is subject to JLL’s Privacy Policy (https://www.us.jll.com/en/mobile-app-privacy-statement). By downloading, installing, using, and providing information to or through the Application, you consent to all actions taken by JLL with respect to your information in compliance with the Privacy Policy.
    3. Electronic Communications. By using the Application, you expressly consent and agree to accept and receive electronic communications from JLL, including via e-mail and in-app notifications. These electronic communications are part of your relationship with JLL. You agree that any notices, agreements, disclosures or other communications that JLL sends you will satisfy any legal communication requirements, including that such communications be in writing.
  3. Updates and Changes.
    1. Provision of Updates. JLL may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that JLL has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your device is connected to the internet either: (i) the Application will automatically download and install Updates; or (ii) you may receive notice of or be prompted to download and install available Updates.
    2. Installation of Updates. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
    3. Changes to This Agreement. JLL reserves the right, in its sole discretion, to modify or change the terms of this Agreement at any time.  If JLL makes changes to this Agreement, JLL will provide notice via the Application or via email.  Your continued use of the Application following the posting of any changes to the Agreement constitutes an acceptance of those changes.
  4. Third Party Services and Materials. The Application is designed to be compatible with services provided by JLL and third parties.  If your organisation has elected to configure its Jet Platform implementation for use with services provided by third parties (“Third Party Services”) you must have an account with one or more such Third Party Services and your Jet Platform administrator must have  agreed to access to them.  You understand and acknowledge that your use of such Third Party Services is governed by the terms of use and privacy policies of such services (as applicable) and not this Agreement.  You alone are responsible for reviewing and complying with such terms of use and privacy policies and determining whether your use of such Third Party Services complies with such terms. The Application may display, include, or make available third-party content (including software, data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (”Third Party Materials”). You acknowledge and agree that JLL is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. JLL does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials.
  5. Term and Termination.
    1. Term. The term of Agreement commences when you download and install the Application and will continue in effect until terminated by you or JLL, or at such time as your organisation’s subscription to use the Jet Platform expires or is terminated.
    2. Termination. You may terminate this Agreement by deleting the Application and all copies thereof from your mobile device.  JLL may terminate this Agreement at any time without notice if it ceases to support the Application, which JLL may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you breach any of its terms and conditions.
    3. Effect of Termination. Upon termination: (i)  all rights granted to you under this Agreement will also terminate; and (ii)  you must cease all use of the Application and delete all copies of the Application from your Mobile Device. This Section and Sections 2 (Restrictions), 1.4 (Reservation of Rights), 2.2 (Collection and Use of Your Information), 6 (Disclaimer of Warranties), 7 (Limitation of Liability), 8 (Indemnification), 9 (Confidentiality), and 11 (Miscellaneous) shall survive any termination or expiration of this Agreement.
  6. Disclaimer of Warranties. THE APPLICATION IS PROVIDED “AS IS”, WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, JLL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, JLL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER HARDWARE APPLICATION, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
  7. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JLL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION, FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGE. IN NO EVENT SHALL JLL’S OR ITS LICENSOR’S OR SUPPLIERS’ TOTAL CUMULATIVE LIABILITY EXCEED FIVE HUNDRED DOLLARS (US $500). YOU ACKNOWLEDGE THAT THIS PROVISION REFLECTS A REASONABLE ALLOCATION OF RISK AND that the terms in this Section 7 (LIMITATION OF LIABILITY) SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR LOSSES ARISING OUT OF (I) DEATH OR PERSONAL INJURY CAUSED BY A PARTY’S NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) LOSSES OR DAMAGES THAT CANNOT BE EXCLUDED BY APPLICABLE LAW.THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR JLL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
  8. Indemnification. You agree to indemnify, defend, and hold harmless JLL and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.
  9. Confidentiality.  You acknowledge that the Application contains valuable proprietary information and trade secrets and that unauthorised or improper use of the Application will result in irreparable harm to JLL for which monetary damages would be inadequate and for which JLL will be entitled to immediate injunctive relief. Accordingly, you will maintain the confidentiality of the proprietary information and not sell, license, publish, display, distribute, disclose or otherwise make available such proprietary information to any third party, nor use such information except as authorised by this Agreement.
  10. Mobile Application Terms.
    1. iOS Applications. The following additional terms and conditions apply with respect to any Mobile Application that JLL provides to you that is designed for use on an Apple iOS-powered mobile device (an “iOS App”):
      1. You acknowledge that this Agreement is between you and JLL only, and not with Apple, Inc. (“Apple”).
      2. Your use of the iOS App must comply with Apple’s then-current App Store Terms of Service.
      3. JLL, and not Apple, is solely responsible for the iOS App and the materials available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to the iOS App.  To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App.
      4. You agree that JLL, and not Apple, is responsible for addressing any claims by you or any third-party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to us as provider of the iOS App.
      5. You agree that JLL, and not Apple, shall be responsible, to the extent required by this Agreement, for the investigation, defence, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or your possession and use of the iOS App.
      6. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
      7. You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
      8. You agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this Agreement as it relates to your license of the iOS App. Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as it relates to your license of the iOS App as a third-party beneficiary thereof.
    2. The following additional terms and conditions apply with respect to any Mobile Application that JLL provides to you designed for use on an Android-powered mobile device (an “Android App”):
      1. You acknowledge that this Agreement is between you and JLL only, and not with Google, Inc. (“Google”).
      2. Your use of the Android App must comply with Google’s then-current Google Play Terms of Service.
      3. Google is only a provider of the Android marketplace where you obtained the Android App. JLL, and not Google, is solely responsible for the Android App and the materials available thereon.  Google has no obligation or liability to you with respect to the Android App or this Agreement.
      4. You acknowledge and agree that Google is a third-party beneficiary to this Agreement as is relates to the Android App.JLL does not warrant that the Mobile Applications will be compatible with your mobile devices.  You acknowledge that standard carrier data charges may apply to your use of our Mobile Applications.
  11. Miscellaneous.
    1. Notices. JLL may give notice to you by means of electronic mail to your e-mail address on record with JLL, or, for JLL, as posted on JLL’s corporate website, and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), or (b) when received by the addressee if sent by a nationally recognised overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
    2. Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.
    3. US Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
    4. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
    5. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) are specifically disclaimed. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
    6. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
    7. Entire Agreement. This Agreement and the Privacy Policy constitute the entire agreement between you and JLL with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.
    8. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
    9. Contact JLL. If you have any questions about this Agreement or otherwise need to contact us for any reason, you can reach us at Jet.support@am.jll.com.

EFFECTIVE DATE: December 2020 

Scope of this Statement 

This Privacy Statement (“Statement”) describes how JLL (“JLL,” “we,” “us,” and “our”) processes personal information that we obtain about visitors to our Jet digital assistant mobile application (our “App”).  

As discussed below, the majority of the information that we collect through our App is in our capacity as  a service provider to our customers;  please see the “Information We Collect as a Service Provider” section below.  

This Statement only applies to our App. Other JLL websites, applications, products and services are governed by their own privacy policies, not this one.  

Disputes 

By using the App, you acknowledge that your personal information will be handled as described in this Statement. Your use of our App, and any dispute over privacy, is subject to this Statement, and any applicable terms of use, including any applicable limitations on damages and the resolution of disputes.  

Information that We Collect In Our Capacity as a Service Provider and our Use of Such Information 

Our App is designed for business customers and users. In providing the App, we collect information about you in our capacity as a service provider to our customers. and use this information to provide the Services in accordance with our agreements with our customers (e.g., your employer). For example, to be able to use the App, our customer will provide your name to us so that we know that you are able to use the App. Your employer determines what App features and functions are available to you. Your employer will  provide us with access to your work calendar to enable certain features of the App. Your employer controls your personal information that is processed through the App, including the contents of your communications within the App, files you upload or share through the App, and location information collected through the App.  

Please consult with your employer if you have any questions about the personal information that we collect about you through the App in our capacity as a service provider or to exercise any rights that may be available to you under applicable laws.  

We use the personal information that you submit through the App as directed by our customers. We also may use and disclose the information as follows: 

  • As Directed by You or Our CustomerWe will share your information with other App users, meeting attendees, and other parties at your direction or as we are directed by our customer. For example, when you schedule a meeting, respond to a meeting invite through the App, or use other social features within the App, we will share your information with the parties you interact withWe may also share your information with service providers who perform functions on our behalf 
  • Business Transfers. If (i) we or our affiliates are or may be acquired by, merged with, financed or invested in by another company, or (ii) if any of our assets are or may be transferred to another company, whether as part of a bankruptcy or insolvency proceeding or otherwise, we may transfer the information we have collected about you to the other company.  As part of the business transfer process, we may share certain of your personal information with lenders, auditors, and advisors, including attorneys and consultants. 
  • In Response to Legal Process. We disclose your information to comply with the law, a judicial proceeding, court order, a law enforcement request, or other legal process, such as in response to a subpoena. 
  • To Protect Us and Others. We disclose your information when we believe it is appropriate to do so to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the safety of any person or property, violations of this Statement, your customer agreement, or any applicable terms of use or license agreement, or as evidence in litigation in which we or our customer (e.g., your employer) are involved. 

In accordance with our customer agreements, we may use information processed through the App and its related services to create aggregate, anonymized, pseudonymized, or de-identified informationincluding without limitation activities within the Apps, including the App features you use; and the length of time that you are logged into our App. We do not collect such data on an individualized basis but rather aggregate this information across all users and are the controller for this information. We may use such aggregated and anonymized data sets for research, product improvement and development, trend analysis and other purposes.  

Information We Collect Automatically:  We collect certain information automatically as persons use the App, which we use for various administrative and product improvement purposes.  

  • mobile device identifiers, including device advertising identifiers; device name and model; device IP address; device operating system type, name, and version; 
  • language preference; 
  • location information. With your permission, we may collect your mobile device’s location information to enable certain features within the Service, such as to identify your office location or to provide related notifications. 
  • camera and photos. With your permission, the App may access your device’s cameras or photos stored on your mobile device for use within the Services, such as when you submit a facilities or maintenance requests. 

  

Analytics. We use automated devices and applications, such as Google Analytics, to evaluate usage of our App. We also may use other analytic means to evaluate our App. We use these tools to help us improve our App’s performance and user experiences. These entities may use cookies and other tracking technologies, such as web beacons or local storage objects (LSOs), to perform their services. To learn more about Google’s privacy practices, please review the Google Privacy Policy at https://www.google.com/policies/privacy/ 

Links 

Our App may contain links to non-affiliated websites or mobile applications. Any access to and use of such linked websites or applications is not governed by this Statement, but instead is governed by the privacy policies of those non-affiliated websites and applications. We are not responsible for the information practices of such non-affiliated websites and applications. 

Security of My Personal Information  

We have implemented reasonable precautions to protect the information we collect from loss, misuse, and unauthorized access, disclosure, alteration, and destruction. Please be aware that despite our efforts, no data security measures can guarantee security. 

You should take steps to protect against unauthorized access to your password, phone, device, and computer by, among other things, signing off after using a shared device, choosing a robust password that nobody else knows or can easily guess, and keeping your log-in and password private. We are not responsible for any lost, stolen, or compromised passwords or for any activity on your account via unauthorized password activity. 

Children Under 13 

Our App is not designed for children under 13. If we discover that a child under 13 has provided us with personal information, we will delete such information from our systems. 

Contact Us 

If you have questions about the privacy aspects of our App, please contact us at privacy@jll.com. 

Changes to this Policy 

This Policy is current as of the Effective Date set forth above. We may change this Policy from time to time, so please be sure to check back periodically. We will post any changes to this Policy on the App. If we make any changes to this Policy that materially affect our practices with regard to the personal information we have previously collected from you, we will endeavor to provide you with notice in advance of such change by notifying you via the App.