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