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.