This Agreement is effective as of the date Customer clicks to accept the Agreement (the "Effective Date"). By using the Imani Labs Ltd service located juabill.com (the “Application”) and providing your data to Imani Labs Ltd, you, individually and on behalf of your residence (collectively, “you” or “Customer”) agree to be bound by these Terms of Service (this “Agreement”).
This Agreement sets out the legally binding terms for your use of the Services and may be modified by Imani Labs Ltd from time to time in its sole discretion. Any modifications shall be effective upon posting by Imani Labs Ltd on the Application.
Subject to this Agreement, during the Term, Customer may: (a) use the Services, (b) integrate the Services into any Application that has material value independent of the Services, and (c) use any Software provided by Imani Labs Ltd as part of the Services. Customer may not sublicense or transfer these rights except as permitted under this Agreement. Hence, therefore you must use the Services in a manner consistent with any and all applicable laws and regulations. Imani Labs Ltd and its suppliers will use reasonable efforts to protect the confidentiality of Content you provide. Imani Labs cannot guarantee that unauthorized third parties will never be able to defeat those measures to access content for improper purposes. Customer acknowledges that there are risks inherent in Internet connectivity that could result in the loss of Customer’s privacy, confidential information and property. Customer also acknowledges that Customer is under no obligation to provide Customer’s confidential information in order to use the Service.
The Services are solely for access and use by Authorized Users (as defined below). By using the Services, you represent and warrant that you (a) have the right, authority, and capacity to enter into this Agreement (b) will abide by all of the terms and conditions of this Agreement and (c) have agreed to become a paying customer for the Services, then your eligibility to use the Services shall be contingent on your continued compliance with the terms of the applicable purchase agreement and this Agreement.
Imani Labs Ltd shall authorize individual residents and employees of Customer as designated by Customer from time to time (each an “Authorized User”), who will have access to the Services. You will also be asked to send password invitations to the Authorized User. Imani Labs Ltd may change any password for any Authorized User at any time, with notice to Customer and Authorized User following any such change. Each Authorized User must use his or her own phone number and password and shall not disclose them to anyone else. Customer shall immediately notify Imani Labs Ltd of any unauthorized disclosure. Customer is responsible for (a) each Authorized User’s compliance with this Agreement and (b) any employee of Customer, any person to whom Customer has given access to the Services and any person who gains access to Customer’s Services as a result of your failure to use reasonable security precautions, even if such use was not authorized by you.
Imani Labs Ltd will provide the Services to Customer. As part of receiving the Services, Customer will have access to the Admin Dashboard, through which Customer may administer the Services.
All facilities used to store and process an Application and Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Imani Labs Ltd processes and stores its own information of a similar type. Imani Labs Ltd has implemented at least industry standard systems and procedures to (i) ensure the security and confidentiality of an Application and Customer Data, (ii) protect against anticipated threats or hazards to the security or integrity of an Application and Customer Data, and (iii) protect against unauthorized access to or use of an Application and Customer Data.
Imani Labs Ltd will attempt to provide continuous availability and access to Services. In the event that we are unable to provide access for reasons beyond our control, we will communicate the reasons for the outage and expected duration of the outage clearly and explicitly to the Customer. These outages could be due to third parties that the Service depends on, such as, but not limited to Digital Ocean or other third-party service providers. We will make commercially reasonable attempts to backup all Customer data, in the event of recovery from disaster. Imani Labs Ltd and its third party service providers have implemented and maintain commercially reasonable technical and organizational security measures designed to meet the following objectives: (a) ensure the security and confidentiality of Customer data and/or its third party service providers' custody and control; (b) protect against anticipated threats or hazards to the security or integrity of Customer data; (c) protect against unauthorized access to or use of Customer data; (d) encrypt Customer's Content and data during transmission by Imani Labs Ltd and its third party service providers and when being uploaded by Customer for use in connection with the Services using an https connection; and (e) ensure that Imani Labs Ltd return or disposal of Customer data is performed in a manner consistent with the foregoing. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures to access your data for improper purposes. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, confidential information and property.
Imani Labs Ltd may: (i) make new applications, tools, features or functionality available from time to time through the Services and (ii) add new services to the "Services" definition from time to time.
Imani Labs Ltd may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by Imani Labs Ltd, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. Imani Labs Ltd will provide at least 90 days’ advance notice for materially adverse changes to any SLAs by either: (i) sending an email to Customer’s primary point of contact; (ii) posting a notice in the Admin Console; or (iii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, please stop using the Services. Imani Labs Ltd will post any modification to this Agreement to the Terms of Service URL.
At the end of the applicable Fee Accrual Period, Imani Labs Ltd will issue an invoice to Customer for all charges accrued during (i) Customer’s use of the Services during the previous Fee Accrual Period. The relevant Fee is set forth in the Fees definition below; (ii) a maximum of the agreed Fee for each selected House unit or Phone number or Email address included in any Bill Cycle (iii) the agreed Fee shall apply to a single Bill Cycle (iv) the total Fee payable to Imani Labs Ltd shall be accumulative of the agreed Fee(s); in all Bill Cycles ran within a Fee Accrual Period. Customer will be responsible for all Fees up to the amount set in the invoice and will pay all Fees in the currency set forth in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, Imani Labs Ltd will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period. Customer’s obligation to pay all Fees is non-cancellable. Imani Labs Ltd measurement of Customer’s use of the Services is final.
Customer is responsible for any Taxes, and Customer will pay Imani Labs Ltd for the Services without any reduction for Taxes. If Imani Labs Ltd is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Imani Labs Ltd with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. If under the applicable tax legislation, the Services are subject to local VAT and the Customer is required to make a withholding of local VAT from amounts payable to Imani Labs Ltd, the value of Services calculated in accordance with the above procedure will be increased (grossed up) by the Customer for the respective amount of local VAT and the grossed-up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that Imani Labs Ltd receives payment for its services for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to applicable tax authority).
Any invoice disputes must be submitted prior to the payment due date. If the parties determine that certain billing inaccuracies are attributable to Imani Labs Ltd, Imani Labs Ltd will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Imani Labs Ltd will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within sixty days after charged. Refunds (if any) are at the discretion of Imani Labs Ltd and will only be in the form of credit for the Services. Nothing in this Agreement obligates Imani Labs Ltd to extend credit to any party.
For clarity, Customer is obligated to pay all applicable Fees without any requirement for Imani Labs Ltd to provide a purchase order number on Imani Labs Ltd invoice (or otherwise).
Customer will not, and will not allow third parties under its control to: (i) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (subject to Section 4b below and except to the extent such restriction is expressly prohibited by applicable law); (ii) use the Services for High Risk Activities; (iii) sublicense, resell, or distribute any or all of the Services separate from any integrated Application; (iv) create multiple Accounts to simulate or act as a single Account or otherwise access the Services in a manner intended to avoid incurring Fees.
Third party components (which may include open source software) of the Services may be subject to separate license agreements. To the limited extent a third-party license expressly supersedes this Agreement, that third party license governs Customer’s use of that third party component.
The communications between you and Imani Labs Ltd may use electronic means, whether you visit the Application or send us emails, or whether Imani Labs Ltd posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Imani Labs Ltd in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Imani Labs Ltd provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Imani Labs Ltd owns all Intellectual Property Rights in the Services and Software. Customer agrees that Imani Labs Ltd will retain sole ownership of all Intellectual Property even if enhancements suggested or requested by Customer become incorporated into the Services. You are not permitted to use Imani Labs Ltd Intellectual Property without our prior written consent or as expressly provided in this Agreement.
Imani Labs Ltd will not access or use Customer Data, except as necessary to provide the Services to Customer.
If Customer provides Imani Labs Ltd with Feedback about the Services, then Imani Labs Ltd may use that information without obligation to Customer, and Customer hereby irrevocably assigns to Imani Labs Ltd all right, title, and interest in that Feedback.
Customer is responsible for technical support of its Customer Data such as, but not limited to Data Collection and Data Entry.
Maintenance. Service Provider shall provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Services to ensure: (a) the functionality of the Services is available to Authorized Users; (b) the functionality of the Services in accordance with the representations set forth herein, including but not limited to, (c) the Service Level Standards can be achieved; and, (d) the Services work with the then-current version and the three prior versions of Internet Explorer, Mozilla Firefox, and Google Chrome Internet browsers. The Services Fees shall be inclusive of the fees for maintenance.
The “Term” of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as set forth in Section 7 of this Agreement.
Termination for Breach. Either party may terminate this Agreement for breach if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches. In addition, Imani Labs Ltd may terminate any, all, or any portion of the Services, if Customer meets any of the conditions in Section 7 (i), (ii), and/or (iii).
Imani Labs Ltd reserves the right to terminate the Services for inactivity, if, for a period exceeding 180 days, Customer: (a) has failed to access the Admin Console; (b) a Property has no active virtual machine or storage resources or has not served any requests; and (c) no bills are being generated. Imani Labs Ltd reserves the right to terminate the provision of the Service(s) to a Property upon 30 days advance notice if, for a period of 120 days (i) Customer has not accessed the Admin Console or the Property has had no network activity; and (ii) such Property has not incurred any Fees for such Service(s).
If the Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by Customer to Imani Labs Ltd are immediately due upon receipt of the final bill; (iii) Customer will delete the Customer Data; and (iv) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IMANI LABS LTD AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. IMANI LABS LTD AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS CUSTOMER DATA. NEITHER IMANI LABS LTD NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR IMANI LABS LTD SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR IMANI LABS LTD SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO IMANI LABS LTD UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.
Unless prohibited by applicable law, Customer will defend and indemnify Imani Labs Ltd and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) any Application, Instance, Customer Data or Customer Brand Features; or (ii) Customer’s, or Customer End Users’, use of the Services in violation of acceptable use.
Imani Labs Ltd will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an Allegation that use of (a) Imani Labs Ltd technology used to provide the Services (excluding any open source software) or misappropriates the third party’s patent, copyright, trade secret, or trademark.
This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement incorporated by reference into the Agreement. After the Effective Date, Imani Labs Ltd may provide an updated URL in place of any URL in this Agreement.