Last Modified: November 16, 2022
This JDAH, LLC d/b/a Jupiter Exchange (“Jupiter”) Terms of Service (the “Terms”) constitutes an agreement between you, the user, and Jupiter and its subsidiaries and affiliates (“Jupiter”, “we” or “us”). These Terms govern your access to and use of the Jupiter website, mobile, API and other applications, and any of our other software, tools, features or functionality provided in connection with our products or services (collectively, the “Services”), whether or not you register as a user.
, incorporated herein by reference. If you do not want to agree to these Terms, you must not access or use the Services. From time to time, we may need to provide additional terms for specific services (and such services are deemed part of the “Services” hereunder and shall also be subject to these Terms). Those additional terms and conditions, which are available with the relevant service, then become part of your agreement with us if you use those services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service.
For purposes of these Terms, “user”, “you”, and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
Dispute Resolution: PLEASE BE AWARE THAT THESE TERMS CONTAIN PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND JUPITER. AMONG OTHER THINGS, THE TERMS INCLUDE AN AGREEMENT TO ARBITRATE WHICH REQUIRES THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. THE TERMS ALSO CONTAIN A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THESE TERMS CAREFULLY.
The Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.
You acknowledge and confirm that (i) you have read and understand all of the terms, conditions, guidelines, policies, provisions, disclosures and disclaimers contained herein, (ii) these Terms have the same force and effect as a signed agreement, and (iii) you expressly accept and agree to be bound by the terms hereof.
The Services may contain links or functionality to access or use third-party websites (“ThirdParty Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, you are subject to the terms and conditions (including privacy policies) of such Third-Party Website or Third-Party Application, whether or not you receive any warning or notification from us that you have left our Services. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of Jupiter, and may be “open” applications for which no party is liable and/or no recourse is available. Jupiter is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. Jupiter does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You should make whatever investigation you feel necessary or appropriate before proceeding with any third-party interaction. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.
We reserve the right to take action, with or without advance notice, if we believe you have violated these Terms. This may include disabling your ability to access our Service and/or other actions.
You are responsible for complying with all contractual obligations, intellectual property rights, other third-party rights and applicable law. You are responsible for understanding and abiding by the laws and regulations of each jurisdiction in which you use the Services.
When using the Services, you must not:
You may not access or use the Services (i) if you are included on any economic sanctions or restrictive trade lists published by the United States Government (collectively “Sanctions Lists”), including, but not limited to, the Specially Designation Nationals and Blocked Persons List (SDN List), (ii) if you are located in or subject to the jurisdiction of Iran, North Korea, Cuba, Syria, the Crimea region of Ukraine, the Donetsk People’s Republic (DNR) region of Ukraine, or Luhansk People’s Republic (LNR) region of Ukraine (collectively “Prohibited Jurisdictions”), (iii) if you are owned or controlled, directly or indirectly, by any person that is included on a Sanctions List, or that is located in, ordinarily resident in, or organized under the laws of, any Prohibited Jurisdiction, (iv) any of your officers, managers, directors, shareholders or authorized representatives is listed on a Sanctions List, or is located in, ordinarily resident in, or organized under the laws of, any Prohibited Jurisdiction, or is owned or controlled directly or indirectly, by any person that is listed on a Sanctions List or that is located in, ordinarily resident in, or organized under the laws of, any Prohibited Jurisdiction or (v) directly or indirectly for, or on behalf of, (a) any natural or legal person that is listed on a Sanctions List; (b) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Prohibited Jurisdiction; or (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Prohibited Jurisdiction. You may not access or use the Services if such access or use is prohibited, penalizable, or sanctionable for you or for Jupiter under any applicable laws. You may not access or use the Services to engage in prohibited, penalizable, or sanctionable conduct or conduct that could cause Jupiter to engage in prohibited, penalizable, or sanctionable conduct under any applicable laws.
Failure to comply with this Section constitutes a serious breach of these Terms of Service, and may result in our taking all or any of the following actions (with or without notice): immediate, temporary or permanent withdrawal of your right to use our Services; issuing of a warning to you; legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; disclosure of such information to law enforcement authorities as we reasonably feel is necessary to comply with applicable law, regulation, sanctions programs, legal process, governmental request or internal compliance policy.
The responses described in this Section are non-exclusive, and we may take any other action we reasonably deem appropriate in order to protect ourselves from liability or cybersecurity risk. You agree that we will not be held responsible or liable to you or any other person for such action except as required by law.
The Services and all past, present and future content of the Services, including all software, hardware and technology used to provide the Services (including our proprietary code and third-party software), user interfaces, materials displayed or performed on the Services, such as text, graphics, articles, photographs, images, music, illustrations and the design, structure, sequence and “look and feel” of the Services, and all other intellectual property, including all trademarks, service marks, logos, or any other trade name, trademarks, slogans, service marks and other distinctive or proprietary brand features of us, are (i) owned by us, our licensors or other providers of such material, (ii) protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, (iii) are intended solely for the personal, non-commercial use of our users, and (iv) may only be used in accordance with these Terms and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance .
You may not use any metatags or other “hidden text” utilizing “Jupiter” or any other name, trademark or product or service name of Jupiter or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Services constitutes the service mark, trademark or trade dress of Jupiter and may not be copied, imitated or used, in whole or in part, without our prior written permission.
All other third-party trademarks, registered trademarks, and product names mentioned on the Services are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Jupiter.
Using the Services does not give you ownership of any intellectual property rights in the Services or any content on the Services. These terms do not grant you the right to use any of our technology or intellectual property. You may not remove, obscure, or alter any copyright or other legal notices displayed in or along with the Services.
No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by us. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
We grant to you a revocable, non-transferable, non-exclusive, limited and non-assignable license to access and use the Services in accordance with these Terms. We reserve all other rights in the Services not expressly granted to you. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Services, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Service, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms.
If you breach any of the provisions of these Terms, all licenses granted by Jupiter will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, or terminate, your ability to access or use the Services (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.
If Jupiter suspends or terminates your use of Services for any reason, we will promptly provide you with notice of such suspension or termination unless a court order or other legal process prohibits us from providing you with such notice. You acknowledge that Jupiter’s decision to take certain actions, including limiting access to, suspending, or terminating your use of the Services may be based on confidential criteria that are essential to Jupiter’s risk management and security protocols. You agree that Jupiter is under no obligation to disclose the details of its risk management and security procedures to you.
Jupiter shall not be liable for any losses suffered by you resulting from any suspension or termination of the Services.
These Terms will remain in effect until terminated by you or us. If at any time you do not feel that you can agree to these Terms of Service or any changes made to the Terms of Service, you must immediately stop using the Services.
The disclaimer of warranties, limitation of liability, jurisdictional, limitation of time to file claims, indemnification and arbitration provisions survive any termination.
You assume all such risks with regards to your use of the Services. You understand that content you provide to us in connection with the Services may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Services or other actions that Jupiter, in its sole discretion, may elect to take. We disclaim all liability in connection with any security incidents or breaches arising from or attributable to an Internet and/or data connection. You agree to waive any and all claims against us in connection therewith.
We and the Services are operated from within the United States. If you access the Services from a location outside the United States, you are responsible for compliance with the laws of that jurisdiction regarding online conduct and acceptable content. We make no claim that the content of the Services may be utilized, accessed or appropriated outside the United States.
We do not accept unsolicited suggestions and/or ideas. All inquiries, feedback, suggestions, ideas, criticism or other information, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, concepts, questions, data, any digital file, art, or otherwise that you submit or post on or otherwise provide to us through the Services (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting or posting any Submission, you hereby grant us full ownership of the Submission as if we had created, developed and posted the Submission for its own purposes, with no obligation to pay you royalties or any other compensation. We reserve the right to copy, use, reproduce, modify, adapt, translate, publish, license, distribute, sell or assign the Submission in any way as it sees fit, including but not limited to copying in whole or in part, creating derivative works from, distributing and displaying any Submission in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, or using the Submission within or in connection with our products or Services. You also acknowledge that Submissions will not be returned and we may use Submissions, and any ideas, concepts or know how contained therein, without payment of money or any other form of consideration, for any purpose including, without limitation, developing, manufacturing, distributing and marketing products and/or services.
You represent and warrant that you have all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any content that you create, submit, post, promote, or display on or through the Service. You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant Jupiter the license described above, and that the content does not violate any laws. You further represent and warrant that such Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false email address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submission. You agree to indemnify us for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.
THE SERVICES AND ANY ASSOCIATED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR ANY ASSOCIATED CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE SERVICES OR ANY ASSOCIATED CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, UPDATED OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY, ACCURACY, ENHANCED GOODWILL OR EXPECTED BENEFITS AND FITNESS FOR PARTICULAR PURPOSE.
JUPITER WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE JUPITER ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, JUPITER CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR CONTENT, YOU INTERACT WITH USING OUR SERVICES OR OUR SERVICE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE JUPITER PARTIES OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD JUPITER RESPONSIBLE FOR ANY BREACH OF SECURITY.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
YOUR USE OF THE SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICES AND ANY CONTENT ON THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION. You may not assert claims for money damages arising from the Services or any associated content against us, our affiliates, licensors or service providers, or our respective employees, contractors, officers, directors and agents. We, our affiliates, licensors and service providers, and our respective employees, contractors, officers, directors and agents shall not be liable for any indirect, special, incidental, consequential or punitive damages, including but not limited to personal injury, pain and suffering, emotional distress, or loss of revenue, profits, goodwill or data, whether caused by tort (including negligence), breach of contract or otherwise, even if we knew or should have known of the possibility of such damages, arising out of or in connection with (i) your use, or inability to use, the Services, any associated content, or any products and/or services delivered to you through the Service, (ii) any interaction with any third party through or in connection with the Services, including other users, (iii) any information offered or provided within or through the Services, or (iv) any other matter relating to the Services.
Notwithstanding the foregoing, in no event shall we, our affiliates, licensors or service providers, or our respective employees, contractors, officers, directors and agents be liable to you in the aggregate (for all potential claims by you) for any damages incurred in excess of one hundred dollars ($100). Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the extent permitted by law. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
You are solely legally liable if your use or misuse of the Services, any associated content, or any products and/or services delivered to you through the site causes damage to the Services, to you, or to someone or something else. You agree to defend, indemnify, and hold harmless us, our affiliates, licensors and service providers, and our respective employees, contractors, officers, directors and agents (individually and collectively, the “Jupiter Parties”) from and against all liabilities, claims, damages, judgment, awards, losses, costs, expenses, fines or fees (including attorney's fees and investigation costs), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) any Submissions you provide, (b) your violation or breach of any term of these Terms or applicable law, (c) your violation of the rights of or obligations to a third party, including another user or third-party, and (d) your negligence or willful misconduct. You agree to promptly notify Jupiter of any Claims and cooperate with the Jupiter Parties in defending such Claims. You further agree that the Jupiter Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND JUPITER.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
Any cause of action or claim you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred.
You agree that the laws of the State of Delaware and U.S. federal law govern these Terms, your use of the Services, and any claim or dispute that you may have against us, without regard to Delaware’s conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHT TO HAVE YOUR CLAIMS HEARD IN COURT BY A JUDGE OR JURY. AN ARBITRATION AWARD IS AS ENFORCEABLE AS A COURT ORDER AND IS SUBJECT TO ONLY LIMITED REVIEW BY A JUDGE. YOU ALSO UNDERSTAND AND AGREE THAT THIS ARBITRATION PROVISION PREVENTS YOU FROM PARTICIPATING AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Arbitration will be subject to the Federal Arbitration Act, and shall be commenced and conducted by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes, as amended by this provision, by one arbitrator that is acceptable to both parties. You can find out more about AAA and how to file an arbitration claim at www.adr.org or by calling 800-778-7879.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA rules and, where appropriate, limited by the AAA Consumer Rules. In the event you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing, administrative, and arbitrator fees in connection with the arbitration as the arbitrator deems necessary to prevent arbitration from being cost-prohibitive. In such case, we will make arrangements to pay all necessary fees directly to the AAA. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse us for all fees associated with the arbitration paid by us on your behalf, which you otherwise would be obligated to pay under the AAA’s rules.
The arbitration will be conducted through written submission, unless the arbitrator determines that a telephonic hearing is required. Except as otherwise provided in these Terms, you and we may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and us shall be exclusively brought in the state or federal courts of Delaware.
You agree that a breach of these Terms will cause irreparable injury to Jupiter for which monetary damages would not be an adequate remedy and Jupiter shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
You may not assign these Terms without our prior written approval. We may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of our business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of the Services. Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.
We may modify these Terms at any time in our sole discretion by posting a revised version on our website at https://jupiterexchange.com/terms-of-service. Changes will not apply retroactively and will only become effective when (i) you use the Services after you are notified about the change, or (ii) thirty days after they are posted (whichever is sooner). However, changes addressing new functions for the Services or changes made for legal reasons will be effective immediately. We will also update the Last Modified Date at the top of these Terms promptly following the posting of any revision to the Terms. Your continued use of the Services after the Last Modified Date signifies your knowledge about and consent to the modified Terms. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. If the modified Terms are not acceptable to you, you should not access or use the Services after the Last Modified Date. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.
The Services are operated by Jupiter. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to us at: email@example.com.