EULA (End User License Agreement)

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”.

Licenses; Restrictions and Reservation of Rights.

License. Subject to this EULA, JLL grants You, during the Term (as defined below), a limited, non-exclusive, non-transferable, non-assignable, and non-sublicensable right to use the Product You have installed, downloaded, or are using, in accordance with JLL’s documentation.

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 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.

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.

Installation; Accounts; Data and Electronic Communications.

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.

Authorized Users. JLL will provide You with a valid user ID and/or password and/or other identifier(s), for example, through the Product, (“Access Credentials”) at JLL customer’s request prior to accessing or using the Product. No license or other right to utilize or access any Product is granted without a corresponding commercial agreement, and any access to or use of Product without a properly executed commercial agreement is expressly prohibited. Notwithstanding anything to the contrary, (a) JLL will have no obligation to perform any work, actions, or tasks until an appropriate commercial agreement is fully executed; and (b) You will remain in compliance with all laws. In the interest of clarity, “Authorized User” means any employee, agent, independent contractor, and other individual authorized by JLL customer entity (a) who JLL customer entity authorizes to access the Product on its behalf and (b) who has been supplied Access Credentials to the Product by JLL customer entity (or by JLL, at JLL customer’s request).

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.

Aggregated Data. You hereby grant JLL and its Affiliates a non-exclusive, perpetual, irrevocable, royalty-free license to aggregate Your data to create Aggregated Data as defined below. Notwithstanding anything to the contrary in this Agreement, JLL and its Affiliates may monitor Your and Your Authorized Users’ use of the Products and use data and information related to such use, and other information input into the Products by Customer or its Authorized Users in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Products (“Aggregated Data”), which will not be considered Your confidential information. JLL owns all rights, title, and interest in the Aggregated Data. You agree that JLL may compile Aggregated Data based on data provided by or on behalf of You or any Authorized User and information input by other customers through the use of the Products, and You agree that JLL may use Aggregated Data to the extent and in the manner permitted by applicable law or regulation in the jurisdiction where You reside.

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.

Updates and Changes.

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.

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.

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.

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.

Term and Termination.

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 Termination section of this EULA, or at such time as your organization’s subscription to use the Product expires or is terminated (“Term”).

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.

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 Restrictions, Reservation of Rights, Collection and Use of Your Information, Disclaimer of Warranties, Limitation of Liability, Indemnification, Confidentiality, and Miscellaneous will survive any termination or expiration of this EULA.

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.

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.

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.

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.

Mobile Product Terms.

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.

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.

Miscellaneous.

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.

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.

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.

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.

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.

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.

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.

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.

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

Limitation of Liability 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 LIMITATION OF LIABILITY SECTION 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.

Indemnification 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.

Governing Law is replaced in its entirety with the following:

Governing Law. This EULA is governed by and construed in accordance with the laws of the Australian state in which the JLL Affiliate in Australia entering into this EULA with You was incorporated (“State”), 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 competent courts of such State. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

BRAZIL AND SOUTH AMERICA

Limitation of Liability is replaced in its entirety with the following:

Limitation of Liability. JLL SHALL NOT BE LIABLE TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH YOU ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGE, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. UNDER NO CIRCUMSTANCES SHALL JLL’S AGGREGATE LIABILITY TO YOU, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH YOU, EXCEED THE FINANCIAL AMOUNT CUMULATIVE LIABILITY OF THE FIVE HUNDRED DOLLARS (500$).

Governing Law is replaced in its entirety with the following:

Governing Law. This EULA and any claim or dispute arising from it or from its formation will be governed by and interpreted in accordance with the laws of the Federative Republic of (Brazil). Each of the Parties irrevocably agrees that any dispute or claim arising out of or in connection with this TOS shall be subject to the exclusive jurisdiction of the courts of the city of (São Paulo, State of São Paulo), to settle and solve any issue arising out of this EULA, with waiver to any other one, as privileged as it is, Brazil.

CANADA

Disclaimer of Warranties 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.‎

Limitation of Liability is replaced in its entirety with the following:

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 LIMITATION OF LIABILITY SECTION 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.

Governing Law 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.

Limitation of Time to File Claims is removed in its entirety.

THE PEOPLE’S REPUBLIC OF CHINA

Governing Law is replaced in its entirety with the following:

Governing Law. This EULA shall be governed by and construed in accordance with the laws of the People’s Republic of China (“PRC”) without regard to its conflict of laws principles, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the competent courts in the PRC.

EUROPEAN UNION

Reservation of Rights 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.

Disclaimer of Warranties is replaced in its entirety with the following:

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.

Limitation of Liability is replaced in its entirety with the following:

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.

Indemnification 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.

Miscellaneous is replaced in its entirety with the following:

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.

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.

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.

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.

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.

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.

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.

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

HONG KONG

Governing Law is replaced in its entirety with the following:

Governing Law. This EULA shall be governed by, construed, and given effect to in all respects in accordance with the laws of the Hong Kong Special Administrative Region of the Peoples Republic of China. 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 submitted to the exclusive jurisdiction of the court of Hong Kong.

Limitation to File Claims is replaced in its entirety with the following:

Third Party Right. A person who is not a party to this EULA shall not have any right under the Contract (Right of Third Parties) Ordinance (Cap. 623) to enforce any provisions of this EULA.

INDIA AND SRI LANKA

The following is added to the end of Installation:

You warrant that you are not located in a country that is subject to a Indian Government embargo, or that has been designated by the Indian Government as a “terrorist supporting” country; and You are not listed on any Indian Government list of prohibited or restricted parties.

Limitation of Liability 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 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.

Export Regulation is replaced in its entirety with the following:

Export Regulation. Each Product and this EULA may be subject to export control laws, as per the applicable laws and its associated regulations in India. 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 Indian Government 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.

Governing Law is replaced in its entirety with the following:

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India and courts New Delhi, India shall have exclusive jurisdiction on the matters arising from or in connection with this Agreement

JAPAN

Governing Law is replaced in its entirety with the following:

Governing Law. This EULA and any other obligations arising out of or in connection with this EULA shall be governed by and interpreted in accordance with the laws of Japan. 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 Tokyo District Court. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

The following is added:

Anti-Social Forces. The parties mutually represent and warrant that neither you nor JLL (or its authorized representative and other directors and officers if you or JLL is a company, and the same definition applies hereinafter.) constitutes or belongs to Anti-Social Forces. The term Anti-Social Forces means and includes but is not limited to (1) an organized crime group (boryokudan), (2) an affiliated company of an organized crime group (boryokudan kankei kigyo), (3) a racketeer group (sokaiya), and (4) a crime group specializing in intellectual crimes (tokushu chinou boryoku shudan) such as a group of con artists, and broadly includes acting in a verbally or physically abusive or threatening manner or committing acts of violence.

If you or JLL is in any doubt as to whether or not the other party may constitute or belong to Anti-Social Forces, you or JLL, as applicable, may conduct an investigation about the other party. If the investigation reveals that the other party does constitute or belong to anti-social forces, you or JLL, as applicable, may immediately terminate this EULA and claim compensation for loss or damage suffered as a result, if any.

NEW ZEALAND

Limitation of Liability 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 (NZD $500). YOU ACKNOWLEDGE THAT THIS PROVISION REFLECTS A REASONABLE ALLOCATION OF RISK AND THAT THE TERMS IN THIS LIMITATION OF LIABILITY SECTION 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.

Indemnification is replaced in its entirety with the following:

Governing Law is replaced in its entirety with the following:

Governing Law. This EULA is governed by and construed in accordance with the laws of New Zealand, 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 competent courts of Auckland, New Zealand. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

PANAMA

The following is added to the end of Electronic Communications:

Electronic Communications. 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.

Third Party Services and Materials 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

Governing Law 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.

Time to File Claims 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 Termination:

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 Limitation of Liability 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 Indemnification 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.

Governing Law 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.

UNITED KINGDOM