End User License Agreement

Thank you for using JCS. By using JCS Products, you agree to this End User License Agreement (“EULA”), which is a legal agreement between you and JCS. If you are using JCS Products for an organization, you are agreeing on behalf of that organization and you are representing to us that you have the binding authority to agree on behalf of that organization. This EULA governs your use of JCS Products and all related documentation, updates and upgrades that replace, upgrade, enhance or supplement the software in any way.

This EULA covers all JCS Products unless we create a separate agreement with you in writing that specifically overrides this agreement. The separate agreement must be signed by both you and us.

All JCS Products are licensed to you, not sold.

 

1. Definitions

When we say, “JCS,” “we,” “our,” or “us,” we’re referring to JCS Consulting Group, Inc., a California “C” corporation, our employees, directors, officers, affiliates, and subsidiaries. Our headquarters are located at 2775 Via de la Valle, STE 206, Del Mar, CA 92014.

When we say “you” or “your,” we are referring to the person or entity that’s using JCS products and/or services.

When we say “Terms,” we mean our JCS Terms Of Service

When we say “Privacy Policy” we mean our JCS Privacy Policy

Capitalized terms used in this EULA that aren’t defined here are defined in our JCS Terms Of Service or JCS Privacy Policy

When we say “EULA” we mean this End User License Agreement.

When we say “Price Schedule,” or “Pricing Schedule,” or "License Order" we mean a legal agreement between you and JCS describing the JCS Services that you are acquiring from us. The Price Schedule will describe what you are acquiring from us, how much you are paying us for it, when you may start using it, how long you may use it and it may limit the ways the JCS Service may be used and the quantity of usage. Other terms and conditions may be included in the Pricing Schedule including terms that override this EULA or our JCS Terms Of Service

 

2. General

By installing or using JCS Products you agree to the terms of this EULA and any associated Pricing Schedule or Statement of Work and agree to be bound by them.

Sometimes a Statement of Work will incorporate all of the elements of a Pricing Schedule in which case we will add language to the Statement of Work which makes it clear that the SOW is taking the place of a Pricing Schedule for purposes of a EULA. Within this EULA when we say “Pricing Schedule” or “Price Schedule” we also mean to include a Statement of Work that is taking the place of a Price Schedule.

Since you may purchase more than one JCS Product or Service at different times you may have more than one Price Schedule in effect. They will all be subject to this EULA, our JCS Terms Of Service and our JCS Privacy Policy.

Our Terms of Service and Privacy Policy are incorporated into this EULA as though they were part of this document. In the event of a conflict between the documents the controlling order of the documents will be as follows:

  1. The Pricing Schedule
  2. This EULA
  3. The JCS Terms Of Service
  4. The JCS Privacy Policy

If you don’t agree to the terms of this EULA then do not install or use the software.

This EULA is only activated by the execution of Price Schedule between you and JCS.

 

3. Grant of License

Through this EULA we grant to you a limited, non-exclusive license to install and use JCS Products for your use solely as described in this EULA and any associated Pricing Schedule. The rights granted to you are subject to you complying with this EULA and the Pricing Schedule.

You may not sublicense, rent, lease or otherwise distribute JCS Products in any way. You may not resell your license in whole or in part.

You will, to the best of your ability, ensure that the software under your control is used in accordance with this EULA.

The term of your license will commence on the day you first install or otherwise use your software unless the Price Schedule documents a different date.

You may make reasonable backup copies of JCS Products as required by your disaster recovery and business continuity plans.

 

4. License Restrictions

Your rights to use the JCS Products are limited to the license grant above. You may not otherwise copy, display, seek to disable, distribute, perform, modify, create derivative works from, reverse-engineer, or decompile any JCS Product. You may not incorporate a JCS Product in whole or in part into another product or service without our written permission.

You may not attempt to circumvent any technical features built into JCS Products to ensure or monitor that your use complies with our agreements. If you do attempt to circumvent any such features your license will be immediately terminated and no refund will be due to you.

You may not remove any JCS Trademarks, Servicemarks, logos, or legal notices included in JCS Prorducts.

 

5. Reservation of Rights and Ownership

Except as expressly licensed to you in this EULA we reserve all right, title and interest in the JCS Products licensed to you and all associated copyrights, trademarks and other intellectual property rights.

This EULA with you is limited to the intellectual property rights of JCS or our licensors in JCS Products and does not include any patents or intellectual property. Except to the extent permitted by applicable law you may not decompile, disassemble, or reverse engineer any JCS Product or any part of any JCS Product by any means.

You are not allowed to remove, alter or obscure any product identification, copyright, intellectual property or other legal notices on any JCS Product.

JCS Products are protected by the copyright laws of the United States, international treaties and conventions, and other laws. JCS Products may contain materials licensed by third parties, and the licensors of those materials may enforce their rights in the event of any violation of this EULA. You have no interest, monetary or otherwise, in any feature or content contained within JCS Products.

 

6. Consent to Use of Data

You agree that we may collect and use data as we describe in our JCS Privacy Policy

 

7. Termination

This EULA is effective until terminated.

This EULA will terminate if the Price Schedule includes an expiration date and you do not renew before the expiration date.

This EULA will terminate immediately and automatically and without notice from us to you if you fail to comply with any of the terms and conditions within the EULA.

When this EULA terminates you agree to stop using all JCS Products covered by this EULA and to delete any JCS Products from your systems except those reasonably needed for backup, disaster recovery, business continuity or continuing legal reasons.

 

8. Disclaimer of Warranties

We disclaim all warranties as much as we possibly can.

To the fullest extent permissible under applicable law we are providing the software to you “as is”. You acknowledge and accept that all software products (including JCS Products) presently contain faults and will in the future contain faults and we are giving you no warranty of any kind, no performance assurances or guarantees of any kind.

You are entering into this EULA at your own risk. By choosing to use JCS Products you are accepting the entire risk of satisfactory quality and performance. We do not make and explicitly disclaim any express, implied or statutory warranties of satisfactory quality, condition, uninterrupted use, merchantability, fitness for a particular purpose.

We don’t warrant that the operation of the JCS Products will be uninterrupted or error-free. We don’t warrant that any errors in the JCS Products will be corrected or that the JCS Products will interoperate or be compatible with any other software or systems.

This disclaimer of warranties takes precedence over any oral or written information you may have previously received from us.

Some jurisdictions don’t allow the exclusion of or limitations on implied warranties or limitations on the statutory rights of a consumer, so some or all of the above limitations may not apply to you.

 

9. Limitation of Liability

To the fullest extent possible we are not responsible for property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, personal injury, computer failure or malfunction or any other form of direct or indirect, special, incidental, consequential or punitive damages as a result of this EULA or JCS Products even if we have been advised of the possibility of such damage.

Some jurisdictions do not allow a limitation for some kinds of damages so the above may not apply to you.

In no event will our total liability to you for all damages exceed the amount you actually paid for JCS Services.

 

10. The Limitations on Liability and Disclaimer of Warranties are Important Terms of This EULA.

You and JCS both agree that the parts of this EULA that limit liability and disclaim warranty are essential terms of this EULA. We will not enter into a EULA with you if you don't agree that these are essential terms of this EULA.

If you don't agree that the limitations on liability and disclaimers of warranties are an integral part of this EULA and you don't agree with paragraphs 8 and 9, then do not install or use the software.

 

11. US Government Restricted Rights.

If you are a government end user, then this provision applies to you. The JCS Products provided in connection with this EULA have been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer software,” and/or “commercial computer software documentation.”

Consistent with DFARS section 227.7202 and FAR section 12.212 and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by this EULA and shall be prohibited except to the extent expressly permitted by this EULA and any associated Pricing Schedules and/or Statements of Work

 

12. Export

You agree to abide by U.S. and other applicable export laws and agree not to transfer JCS Products to a foreign national, national destination, organization or individual which is prohibited by such laws.

You certify that you are not a person, organization or country with whom JCS is prohibited from transacting business under applicable law.

 

13. Changes to This EULA

We may create new versions of this EULA as our products, technology and the law evolve.

When we create new EULAs we will publish them to our website. New EULAs will not be applied retroactively to Pricing Schedules that you previously signed. New EULAs will apply to any new Pricing Schedules that are signed after the new EULA is published to our website.