Last Updated: April 22, 2022
1. Definitions. The following terms have specific definitions:
a. “We,” “us,” and “our,” means Jelly Group, LLC and its subsidiaries.
b. “Customer” or “you” means the company agreeing to these Terms, either by clicking to accept these Terms or by entering into an Order Form for the Services.
c. “Services” means the tracking and disputing of any canceled or unpaid order, and any unauthorized refunds issued by any third party vendor on your business's behalf, by our team and platform, known as Jelly. Services features may include access to real time account balance updates, premium chat and subscription cancellation concierge. The Services may also present you information relating to third party products or services (“Jelly Offers”), as well as general tips, recommendations and educational material.
d. “Order Form” means an order form for use of the Services provided by us or our authorized designee. If used, an Order Form shall be deemed incorporated into and part of these Terms.
e. “Fees” means the monthly Service Fee payable by you for your use of the Services, as set forth in an Order Form or as otherwise indicated to you (by website or other means) when you agreed to use the Services.
f. “Commissions” means the percentage payable by you to us based on the total amount credited by Third Party Vendors to you for each order that was refunded on your behalf or canceled without payment to you. The Commissions are in addition to the Monthly Fee.
g. “Third Party Vendors” means third party delivery service platforms, point of sale vendors, online ordering platforms and other third party vendors or service providers that you may elect to use.
h. “Your Data” means information and data about you, your business, your end customers and your Third Party Vendors generated during your use of the Services, including information and data obtained from or provided by your Third Party Vendors during your use of the Services.
i. “Confidential Information” means information or materials that: (a) are disclosed in writing or orally and are either marked or identified as “confidential” or “proprietary” at the time of disclosure; or (b) the receiving party knows or has reason to know, by the nature or circumstances surrounding their disclosure, should be treated as confidential, including, without limitation, technical, customer, personnel, product, marketing, design, and business information, including, without limitation, product specifications, product development plans, product features, marketing plans, business records, data, drawings, schematics, know-how, notes, models, reports, research, contracts, contacts, mock-ups, and samples, whether in written, visual, oral, electronic, web-based, or other form. Without limiting the foregoing, Confidential Information includes all copies, summaries, extracts, and other forms of the foregoing items, as well as any Confidential Information disclosed in connection with the Services prior to your execution and agreement of the Terms. The existence of and the Terms of are also Confidential Information. Confidential Information does not include information that: (i) is in or enters the public domain through no act or omission of the party receiving it; (ii) a party lawfully received from a third party without restriction on use or disclosure and without breach of a non-disclosure obligation or expectation of confidentiality (iii) a party knew prior to receiving such Confidential Information from the party who owns it and without restriction as to use or disclosure; or (iv) a party independently developed without use of, or access to, any Confidential Information.
a. We will provide the Services, and you may use the Services, in each case subject to these Terms. Your right to use the Services is non-exclusive, personal to your company and its employees, and is not assignable or transferable. Your authorization to use the Services is contingent on your continued compliance with these Terms.
b. You will be required to create an account to use the Services, and you are responsible for maintaining the confidentiality of your username and password. You may only access the Services through the tablet device we provide, our website, or our mobile application, unless otherwise authorized by us in writing. Unless otherwise agreed in writing by us, you agree that any hardware we provide to you in connection with the Services, if any, is rented to you, not sold, and you may only use the hardware in connection with the Services. You are solely responsible for damage, loss, repair, replacement and other costs if you do not return the hardware in its original condition, normal wear and tear excepted.
c. We may from time to time modify or improve the Services or add new features or functionality to the Services. We may suspend Services if reasonably necessary for an emergency situation or to stop potential harm, loss or damage to us or the Services or other related systems. Any such suspension will be to the minimum extent and for the shortest duration required to: (a) prevent or terminate the offending use, (b) prevent or resolve the emergency situation, or (c) comply with applicable law.
3. Other Rights and Restrictions
b. The Services, including its “look and feel”, content, software, technology and applicable documentation, are and will remain the exclusive property of us and our licensors and are protected under the laws of the United States and other countries, and we hereby reserve all rights related to the Services. You agree to not let anyone else use the Services or any hardware we provide, and you may not copy, modify, share, distribute, sell, or lease any part of the Services or hardware. You agree to not reverse engineer or attempt to extract any of the source code of the Services unless we agree in writing. You may only access and use the Services for lawful purposes consistent with the purposes for which we intend it to be used.
c. At your sole option, you may provide feedback or suggestions about the Services to us, and if you do provide such feedback or suggestions, then you agree that we may freely use and exploit such feedback and suggestions for any purpose and without any obligation to you. You agree that we may use your name and logo in connection with supporting and marketing our Services, provided that you may request the removal of your name and logo at any time by sending us an email at firstname.lastname@example.org.
4. Third Party Vendors
a. In order to provide you with the Services, we need to access your accounts with certain Third Party Vendors. As such, you appoint us as your agent with authorization to access and use your accounts with Third Party Vendors and Your Data for the purpose of providing you with the Services, and you agree to provide your account login information for such purposes. You also authorize us to access and use information that relates to you or your relationship with the Third Party Vendors and you authorize such Third Party Vendors to disclose Your Data to us. You hereby grant us and our affiliates a nonexclusive, perpetual right to use Your Data and the other information you may enter, upload or make available through the Services to improve our and our affiliates’ products and services and perform relevant industry trend analyses during and after the term of these Terms. We may also aggregate or de-identify Your Data in order to share relevant industry trends with third parties. In connection with your use of the Services, we may access or store personal information (as defined under the California Consumer Privacy Act of 2018 (“CCPA”)) contained in Your Data in multiple countries, including countries outside of your own country, to the extent permitted by Applicable Law. We are considered a “service provider” under the CCPA and will not: (x) sell Your personal information; (y) retain, use or disclose any of Your personal information for any purpose other than for the specific purpose of providing the services or as otherwise permitted under the CCPA; or (z) retain, use or disclose Your personal information outside of our direct business relationship.
You agree that you are responsible and liable for notifying us within 24 hours of a refund, or order cancelation, initiated by you and not a Third Party Vendor so that we do not dispute it and do not request payment on your behalf. You agree that we are not liable for any costs, expenses, losses, or legal action from your failure to notify us of these refunds and cancelations.
You are responsible and liable for all acts or omissions of any person you permit to use the Service (even if such use is a violation of the Agreement). If any act or omission by a third party would be a breach of the Agreement (had they signed the Agreement), you are responsible for that breach. If any act or omission by you would be a breach of the Agreement with any Third Party Vendor, you are responsible for that breach.
6. Fees, Commissions, Free Trial, and Payment.
You agree to pay us the Fees and Commissions in accordance with these Terms and any Order Form, as applicable. The Services are provided to you by Jelly at a monthly fee of between $0 and $1,000 per month plus an additional commission of between 0% and 50% per any successfully disputed refund credited, reimbursed, or paid to you by the third party vendor who issued it on your behalf. Subject to your termination rights below, we may modify the Fees and Commissions at any time with at least 30 days advance notice of any increase. Unless otherwise stated, all Fees and Commissions are due to us in U.S. dollars and are nonrefundable. You agree to pay all taxes due for the Services, except for taxes on our income.
Depending on which plan you sign up for, you might have an automatic credit (free trial of our services) applied to your account for a specified amount. This credit expires (value changes to $0) 30 days after you sign up.
If your payment is overdue, we may (i) charge interest on the overdue amount at 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full, and (ii) suspend or terminate the Services.
You are also responsible for all of our costs in collecting unpaid fees, including any attorneys’ fees and costs. All fees due to us must be paid within fifteen days of receipt of invoice and by electronic funds transfer or other payment mechanisms which we designate. You agree that we may use a third party provider to process the Fees and Commissions.
7. Term and Termination.
a. If you entered into an Order Form, your use of the Services is authorized for the time period specified in the Order Form. If you did not enter into an Order Form, or if the time period in your Order Form expires, your use of the Services is authorized on an ongoing month to month basis.
b. If your Order Form term is within 30 days of expiration, or you are using the Services on a month to month basis, and in either case you no longer want to use the Services, you can terminate the Terms for any or no reason by providing us with at least 30 days notice by sending an email to hello@gotJelly.com. After the 30 day notice period you will no longer be authorized to use the Services.
c. A party may terminate these Terms upon written notice to the other party in the event that the other party is in breach of these Terms and does not cure such breach within 30 days, or 10 days for non-payment of notice to the other party thereof. We may terminate these Terms immediately upon written notice to you (i) for your breach of Section 2(a)-(b) or (ii) to comply with a legal requirement or court order, in our reasonable discretion. You may terminate these Terms upon written notice to us in the event that we modify the Terms or Fees and Commissions and you do not agree to such modifications.
d. Outstanding payment obligations and the following Sections will survive termination of these Terms: Sections 1, 3, 5-10. Upon termination of these Terms, you agree to immediately return any of our hardware in your possession or control. You agree that we can continue to charge you for the Services until we receive your returned hardware.
8. Warranties and Disclaimers.
a. Each party represents and warrants that it: (a) has full power and authority to enter into these Terms; and (b) will comply with all laws applicable to the provision or use of the Services, as applicable. You further represent and warrant that (a) if you upload any content (including data, information or images) to the Services you have all necessary rights to use such content and doing so will not infringe or misappropriate the intellectual property rights of a third party, (b) the individual signing the Order Form or clicking to accept the Terms has the right to bind Customer, (c) you will not violate any obligations to any third party by entering into and performing under the Terms (e.g. if you have chosen to use one or more Third Party Vendors, you do not maintain an exclusive contractual relationship with such Third Party Vendor), (d) you have the right to use, and allow our use of, Your Data and your authorized Third Party Vendor accounts, including the right to appoint us as your agent to access and use your accounts and Your Data as described in these Terms, and (e) if applicable (e.g. required by the Third Party Vendor), you have provided any notices, obtained any consents and satisfied any other requirements under applicable law and any Third Party Vendor agreement, that are necessary for you and us to access and use Your Data as set forth herein.
b. Your access and use of the Services may be interrupted from time to time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance or repair of the Services, other actions that we may elect to take, or issues with Third Party Vendors. You agree that we are not liable to you or to any third party for any interruption, modification, suspension, or discontinuance of the Services. We do not make any other commitments or warranties about our Services or how they will perform for you other than as expressly stated in these Terms, unless required under applicable law. We do not provide any implied warranties, such as the implied warranties of non-infringement, merchantability, and fitness for a particular purpose, unless required under applicable law.
9. Indemnity and Limits of Liability.
a. Unless prohibited by applicable law, you agree to indemnify us and our affiliates (including their respective officers, directors, employees and agents) and hold them harmless against any liabilities, damages and costs (including reasonable attorney fees and final settlement amounts) from any claims or legal proceedings (including actions by government authorities) arising out of or relating to: (a) your breach of these Terms or any agreement with a Third Party Vendor; (b) Your Data or the content you provide us; (c) unlawful use of the Services; or (d) your gross negligence or willful misconduct.
b. You agree that our total liability arising out of or relating to these Terms and your use of the Services, in the aggregate, is limited to the lesser of (1) US$1,000 or (2) the Fees that you paid to use the Services in the 12 months before the event giving rise to the liability. You agree that we won’t be responsible for your loss of profits, revenues, business opportunities, goodwill, or anticipated savings, indirect or consequential loss, or punitive damages in connection with your use of the Services or these Terms. This limitation will not apply to liability due to our gross negligence, willful misconduct, or that otherwise can not be limited or excluded by applicable law.
12. Confidentiality. You will not use our Confidential Information except as necessary for the performance of the Service and will not disclose such Confidential Information to any third party. You will employ all reasonable steps to protect such Confidential Information from unauthorized use or disclosure, including, but not limited to, at a minimum, the steps you take to protect your own Confidential Information. The foregoing obligations will not restrict you from disclosing our Confidential Information: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that you give reasonable notice to us to contest such order or requirement; and (b) to your legal or financial advisors, provided you are responsible for ensuring such information remains confidential. You are liable for any breaches of confidentiality by your employees, subcontractors, legal or financial advisors.
This Section will survive any termination or expiration of the Agreement for two years thereafter, provided, this Section will survive for Confidential Information that constitutes a trade secret until such information no longer constitutes a trade secret. You agree that the fact you are visiting our website or are requesting our Service, and the terms of the Service, constitute our Confidential Information. Further, you agree to not take, and not let any third party take, any pictures, screenshots, videos or other representations of the Service, its documents, website, your account or other materials that you receive or have access to in the course of performance of the Service, or otherwise discuss our business model with any third party.
13. Arbitration. Except for claims or disputes related to protecting a party’s intellectual property, each party agrees that any claim or dispute arising out of or relating to these Terms or your use of the Services will be settled by binding arbitration before a single arbitrator, and not in a court of law. The arbitration will be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. A party who desires to initiate arbitration must provide the other party with a written demand for arbitration as specified in such rules. Unless the parties agree in writing otherwise, the arbitration will be conducted in the city of Los Angeles, California. The award and decision of the arbitrator will be conclusive and binding upon all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The arbitrator will have the right to include in the award any relief which they deem proper in the circumstances, only to the extent permitted by these Terms, provided that the arbitrator will not have the authority to award exemplary or punitive damages. The arbitrator will award the prevailing party its reasonable attorneys’ fees and expenses. Each party agrees that arbitration will be conducted on an individual, not a class‑wide, basis and that any arbitration proceeding between you and us and/or our affiliates will not be consolidated with any other arbitration proceeding involving us or any other person or entity.
The Jelly Group © 2022 | email@example.com
(650) 271 9090 | 750 W 7th St, Los Angeles CA 90081