Terms of Service

Last Updated: October 15, 2026

Thank you for choosing Que! We appreciate your business!

JD Tech is an industry leader offering online business management tools for the beauty and wellness space. This is your agreement to comply with JD Tech’s general terms and conditions (referred to as these "Terms and Conditions", "Terms of Service" or these “Terms" and sometimes referred to as this "Agreement") governing your access to and use of the proprietary, cloud based services including “Que” “Software as a Service” (“SaaS”) offered by JD Tech ("JD Tech", "we", "our", or "us"), and, your access to and use of any other JD Tech cloud products or services. The term "Services", which includes the foregoing products and services, is more fully defined below. It is important that you review these Terms carefully because they document your legal rights and obligations in connection with your access to and/or use of the Services, and when you access/use the Services, you agree to comply with these Terms.

BY ACCESSING AND/OR USING THE SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE THE SERVICES.

JD Tech reserves the right to modify these Terms and Conditions at any time (and from time to time), in its sole discretion, and without notice, so you should check these Terms for changes from time to time. Your access and use of the Services after any changes means that you have reviewed, accept, and agree to the changed Terms. If you do not agree with any changes, you are not authorized to access or use the Services. If you do not agree with any changes, do not access, or use the Services.

If you are entering this Agreement on behalf of any other person, business or entity, you represent to JD Tech that you have the full right and authority to bind that entity. If you are accessing or using these services, you represent to JD Tech that any other person, business, or entity benefiting from the use of the services is bound by these Terms of Service.

1. Definitions

1.1 For purposes of this Agreement, the following words and phrases shall have the meanings set forth below:

• (a) “Access” or “access” means your access to the Services in accordance with JD Tech’s form of Subscription Agreement.
• (b) “Additional Product Terms” means terms and conditions imposed by JD Tech in connection with Additional Products. Additional Product Terms must be in writing and are not enforceable absent JD Tech Consent.
• (c) “Additional Products” means any product or service that is not one of the Services (for example, if you purchase a Computer via JD Tech).
• (d) “Adjusted Fees” means increases or decreases to Fees.
• (e) “Adjusted Fees Date” means the date Fees for Your Subscription will change (increase or decrease).
• (f) “Affiliate” means any person or entity that directly or indirectly controls, is controlled by, or is under common control with you, that is permitted to receive the Services, including all business locations. For purposes of these Terms, Affiliate includes, by way of example, but not limitation, your employees, contractors, representatives, and end users.
• (g) “Aggregated Data” means information (excluding PII) anonymized, gathered, derived or summarized by or through the operation of the Services, developed by or on JD Tech’s behalf.
• (h) “Agreed Billing Date” means the date each month that JD Tech will invoice You (or Recipient), for the Services.
• (i) “Applicable Laws” means any law, rule, or regulation applicable to the Services, including, by way of example, but not limitation, PCI DSS, HIPAA, and data transmission and privacy laws including, GDPR (General Data Protection Regulation), CCPA (California Consumer Privacy Act), and TCPA (Telephone Consumer Protection Act).
• (j) “Authorized User Location” or “AUL” means, for the purposes of JD Tech’s Terms of Service agreements, any current or former location of Recipient for which JD Tech must host, maintain, store, use, manipulate, process, control, report on, retain or otherwise handle data, or for which JD Tech incurs any costs or expense for any reason (the foregoing activities are collectively referred to as “Data Activity”). AULs include, but are not limited to, physical (brick and mortar) locations, “virtual” or “cyber-locations” (i.e. e-commerce sites), sometimes referred to as “Tenant Locations” and further includes locations or other Que instances within such Locations, including, by way of example, but not limited to, entities, subtenants or other businesses, or other data repositories within such Tenant Location, each of which is a distinct and separate “AUL” for purposes of this Agreement (the foregoing sometimes hereafter referred to as “Subtenant Locations”). All AULs with Data Activity are deemed either an “Active AUL” (with “Active AUL Status” or “Active Status”) or a “Dormant AUL” (with “Dormant AUL Status” or “Dormant Status”). An Active AUL is a location open for business. A Dormant AUL is not open for business, but still requires Data Activity. Any AUL that is not deemed to have Active Status or Dormant Status, is automatically deemed a Terminated AUL. All references to AUL and “Boarded AUL” shall include one of the foregoing.
• (k) “Boarding (or Boarded AUL)” means the creation of a location’s instance within Que.
• (l) “Business Associate Agreement” or “BAA” means an agreement required pursuant to HIPAA between a “covered entity” and “business associate” (as such terms are defined by HIPAA) ensuring security of data assets and PHI (as hereinafter defined), where the business associate performs services, functions, or activities requiring access to PHI.
• (m) “Cardholder Data” includes credit card numbers, expiration dates, billing addresses, and cardholder names (the foregoing is sometimes referred to as “Cardholder Data”).
• (n) “Claims” include, by way of example, but not limitation, any action, litigation, or other claim by a third-party arising directly or indirectly from: Your Breach (as defined herein), any personal injury or property damage resulting from Your negligence or willful misconduct, misuse of the Services, or use of the Services with other services, software, or programs incompatible with the Services, or otherwise contraindicated pursuant to the Documentation, or, any claim of libel, violation of privacy, unfair competition, or patent, copyright, trademark or other intellectual property infringement.
• (o) “Client Information” means names, addresses, and related demographic information.
• (p) “Computer” means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
• (q) “Confidential Information” means all information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential, including information that is marked or identified as confidential, and if not marked or identified as confidential, information that should reasonably have been understood by the Receiving Party to be proprietary and confidential because of legends or other markings, or given the nature of the information itself and circumstances of disclosure. Confidential Information includes, without limitation, information relating to products, services, technology, research, development, know-how, specifications, and concepts; as well as information of business and commercial nature, including, Your Data (as defined herein), JD Tech Data (as defined herein), Pre-Existing Materials (as defined herein), Documentation (as defined herein), information relating to the Services and Documentation, software and related source code and object code utilized in connection with the Services, information regarding software or cloud service plans, designs, costs, pricing, names, information regarding a party’s business opportunities, personnel, customers (including PII), affiliates, sales and marketing plans and strategies, inventories, new markets, new products, technical information, financial, tax, and related information, business plans, processes, patented information, customer lists and trade secrets unique to a party’s brand, and any other non-public or technical or business information and data. Confidential Information does not include information which: (i) now or hereafter, through no act or failure to act by the Receiving Party, becomes generally known or available to the public; (ii) is known to the Receiving Party prior to the time the Receiving Party received same from JD Tech as evidenced by written records; or (iii) the Receiving Party acquired from a third-party as a matter of right and without restriction on disclosure.
• (r) “Content” means all templates and themes created by JD Tech, standard or otherwise, and text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code contained in or about the Services, including design, structure, selection, coordination, arrangement, expression, and its “look and feel”.
• (s) “Contract Year” means each twelve (12) month period during the Term, commencing on your Subscriptions or other Services Agreement Effective Date.
• (t) “Control” means you oversee direction and management policies, through ownership or other contractual arrangement. Any references in these Terms or any Services Agreements mean to include Affiliates.
• (u) “Custom Application” means any JD Tech approved application or service that accesses Que APIs.
• (v) “Data” (or “Your Data” or “End User Data”) means data, information, or other material submitted, collected, obtained, used in, stored, generated, or produced as the result of access to and use of the Services; including Client Information, Cardholder Data, and PII, and excluding Aggregated Data.
• (w) “Data Activity” See “Authorized User Location” or “AUL”.
• (x) “Direct Pay Agreement” means the agreement between JD Tech and each AUL that must be executed by each AUL and delivered to JD Tech to complete a Direct Pay Authorization.
• (y) “Documentation” means all written, electronic and other materials supplied by JD Tech regarding the Services, including user manuals and/or training guides in connection with access, functionality, operation and features of the Services; technical specifications explaining and detailing the design, capabilities and performance standards for the Services; and any other writings or other materials provided by JD Tech for use in conjunction with the testing and use of the Services.
• (z) “Dormant AUL” See “Authorized User Location” or “AUL”.
• (aa) “Dormant AUL Status” or “Dormant Status” See “Authorized User Location” or “AUL”.
• (bb) “Due Date” means the date all Fees are due JD Tech for your Subscription or any Services Agreements.
• (cc) “Effective Date” means the date that you sign the Subscription Agreement.
• (dd) “End User” means you, and/or the person or business that subscribes to the Services, including any persons, businesses, or Affiliates who access and uses the Services with you, through you, or for you.
• (ee) “Enhancements” means additional, upgraded, modified or enhanced functionality to access to and/or use of the Services, made available as a Major Release as defined in these Terms.
• (ff) “Entitlement” means the access to any Custom Application granted to You, an AUL, or any tenant or other location.
• (gg) “Feedback” means your suggestions, enhancement requests, recommendations, proposals, correction or other feedback or information you provide regarding the Services or JD Tech’s business.
• (hh) “Fees” means the fees you pay JD Tech to access and use the Services and Third-Party Services, as set forth in the applicable Order Form.
• (ii) “Force Majeure Event” means any foreseen or unforeseen act or event that: (i) prevents a party (the “Nonperforming Party”), in whole or in part, from (1) performing its obligations to the other party (the “Performing Party”); or (2) satisfying any conditions to the Performing Party’s obligations; (ii) is beyond the reasonable control of and not the fault of the Nonperforming Party; and (iii) the Nonperforming Party is unable to avoid or overcome the act or event by the exercise of due diligence. By way of example, but not limitation, Force Majeure Events include acts of God, acts of public enemies, acts of terror, acts of war, government, military actions, flood, fire, civil unrest or disturbance, strikes or other labor problems or difficulties, cyber-attacks, or malicious acts, including attacks on or through the Internet, floods, lightning, drought, earthquakes, fires, volcanic eruptions, landslides, hurricanes, cyclones, typhoons, tornados, explosions, epidemics, famines or plagues, shipwrecks, shortages of raw material, strike or similar labor difficulty, compliance with order or rule of any court, governmental, or regulatory authority. A Force Majeure Event excludes economic hardship, changes in market conditions or insufficiency of funds.
• (jj) “HIPAA” means the Health Insurance Portability and Accountability Act passed by Congress in 1996 (and as amended from time to time). Among other things, HIPAA imposed industry-wide standards for health care information on electronic billing and other processes and rules to protect PHI for IP Address.
• (kk) “Indemnity (or Indemnify)” means a promise to hold another party harmless from harm and money damages that party incurs as a result of something you have done (or not done), or if that party is sued by a third-party as a result of something you have done (or not done).
• (ll) “Individual User” means the individual person at each AUL authorized to use the Services.
• (mm) “IP Address” means a unique string of numbers that identifies a device on the internet or a local network that allows a system to be recognized by other systems connected via internet protocol.
• (nn) “JD Tech Account” means the account that uniquely identifies you in connection with your access to and use of the Services.
• (oo) “JD Tech Consent” means the express and specific prior written consent of a duly authorized representative of JD Tech, duly authorized to bind JD Tech.
• (pp) “JD Tech Data” means: (i) “Pre-existing Materials” (as defined herein); (ii) Aggregated Data (as defined herein); (iii) information and data collected through applications supported by Que (excluding Your Data); and (iv) any information collected by JD Tech independently without use of any of Your Data.
• (qq) “JD Tech IP” means JD Tech’s proprietary and intellectual property, including JD Tech’s proprietary and intellectual property rights in and to the Services, including, without limitation, source code, object code, trade secrets, copyrights, trademarks, patents, functionality and business methodology embodied therein and the like, including any source code, object code, or other intellectual property developed by JD Tech relating to the Services that is not IP owned by an End User.
• (rr) “Liabilities” means claims, losses, liabilities, obligations, damages, penalties, judgments, suits, costs, expenses or disbursements of any kind including, without limitation, reasonable attorneys' fees and expenses.
• (ss) “Maintenance Services” means JD Tech’s standard maintenance services available to you when you subscribe to the Services set forth in Section 17.
• (tt) “Necessary Consents” means any and all prior consents, approvals, or other authorizations or notices required to be obtained prior to access and use of User Data in accordance with Applicable Law, including all applicable privacy laws (for example, GDPR (General Data Protection Regulation), CCPA (California Consumer Privacy Act), and TCPA (Telephone Consumer Protection Act).
• (uu) “Order Form” or “Order” means the document (written or electronic) prepared by JD Tech in the form of an order, quote, proposal, invoice, or other format, that specifies the Services you subscribe to, the fees for the Services, and other salient information in connection with your Subscription. The Order is attached to and part of the Subscription Agreement.
• (vv) “Overage Fees” means additional fees due to JD Tech for use of any service in excess of the agreed maximum usage for such service.
• (ww) “PII” means personally identifiable information collected, obtained, used in, stored, generated, or produced as the result of use of the Services, that may specifically identify an individual, distinguish one individual from another, contact, or locate an individual, or identify an individual in context, including personal health information, social security numbers or other government issued numbers, dates of birth, addresses, telephone numbers, maiden names, email addresses, credit card information, or a person’s name in combination with any other of the foregoing elements.
• (xx) “Pre-existing Materials” means proprietary software, services (including cloud services), source code, object code, and related processes, instructions, methods, and techniques that have been previously developed by JD Tech, excluding Your Data.
• (yy) “Pre-Release Services” means services offered by JD Tech that have not yet been released to the general public.
• (zz) "Professional Services" means project management, custom development and other services provided by JD Tech, which Professional Services are outside the scope of these Terms and subject to separate agreements and fees.
• (aaa) "Project Contact" is a party you appoint who will be the primary coordinator and central point of contact for JD Tech.
• (bbb) "Promotional Item" means any promotional item or other benefit offered by JD Tech (either directly or via a Third-Party Service Provider).
• (ccc) "Recipient" means the party to JD Tech’s Terms of Service agreement that is accessing and using the Services. Recipient includes Authorized User Locations, Individual Users, Affiliates, and/or any person or entity that is permitted to access and/or use the Services by, through, or with Recipient. If Recipient is entering JD Tech’s Terms of Service agreement on behalf of any other person, business or entity, references to “Recipient” in such Terms of Service agreement or in any Services Agreement includes said business or entity.
• (ddd) "Recipient Pay” or “Recipient Pay Authorization" means Recipient is solely responsible for payment of AUL fees (e.g. not Direct Pay) pursuant to the Terms of Service entered into between such Recipient and JD Tech.
• (eee) "Recipient’s Data" means (i) data, information, material submitted, collected, obtained, used in, stored, generated, or produced as the result of Recipient’s and AUL’s access to and use of the Services; and (ii) PII, including Cardholder Data. Recipient’s Data excludes Aggregated Data.
• (fff) “Required Notices” means any and all prior, simultaneous, or future notices required to be delivered in connection with access to or use of User Data pursuant to Applicable Law.
• (ggg) “Schedules” means the schedules and exhibits attached to any Services Agreements, which are incorporated into such agreement by reference, as same may be modified from time to time by mutual agreement of the parties.
• (hhh) “Services” means JD Tech’s "Software as a Service" (SaaS) and any other JD Tech cloud products or services (including Technical Support Services) that support the availability, function, and performance of Que in accordance with the specifications set forth in the Documentation. Services include "updates," but exclude "upgrades." "Updates" generally include enhancements, patches or small fixes that resolve specific issues. Updates are generally released quarterly and will include both patches released from the last update, as well as enhancements. "Upgrades" means new modules or add-ons that substantially enhance the service offering of Que, impact the version of the application, and are generally subject to additional costs. All patches and updates are cumulative and can only be excepted in sequence for deployment. Services do not include Professional Services (as defined herein).
• (iii) “Services Agreements” means these Terms and Conditions, the Subscription Agreement, (including the Order Form), SLA, Terms of Service and any other agreement or terms and conditions governing your access to and use of the Services or services related to the Services. These Terms of Service are deemed incorporated by reference into each of the Services Agreements as if fully set forth in each of the Services Agreements. The term “Services Agreements” excludes agreements and terms and conditions imposed by Third-Party Service Providers in connection with Third-Party Services.
• (jjj) “Subscriber” or (“subscriber”) means either the party authorizing the Subscription on behalf of the subscriber or end user, or the entity that is a party to the Subscription Agreement.
• (kkk) “Subscription” means the non-exclusive, non-transferable, non-revocable and limited right to access, use, and “subscribe” to the Services in accordance with these Terms and Conditions, the Subscription Agreement, and other Services Agreements.
• (lll) "Subscription Agreement" is the separate agreement required to grant the right to subscribe to the Services, that contains the Order Form and specific terms of your subscription to the Services.
• (mmm) "Support and Maintenance Services" means JD Tech’s technical support and maintenance services available to You when You subscribe to the Services, which terms are located =in Section 19 of these terms and technical support terms as set forth on JD Tech’s website. Levels of support and maintenance services are based upon Recipient’s chosen support package.
• (nnn) “Taxes” means all taxes, levies, duties, or similar governmental assessments of any kind or nature, including, by way of example, sales, use, or withholding taxes.
• (ooo) "Term" means the period of time in which you are authorized to subscribe to the Services, beginning on the Effective Date, and ending on the date either you or JD Tech terminates Subscription Agreement.
• (ppp) "Terminated AUL" See definition of “Authorized User Location” or “AUL”.
• (qqq) "Use" or "using" means to access, use, or otherwise benefit from using the functionality of the Services, and includes use by you, or any permitted Affiliates.
• (rrr) "You" ("you") means the recipient of the Services (sometimes referred to as “recipient” or “Recipient”) or subscriber accessing and using the Services, including Affiliates. For purposes of these Terms, “you” means you the subscriber accessing and using the Services, any end user of the Services by or through you, and/or anyone that accesses the Services by, through, or with you, including your Affiliates. If you are entering this Agreement on behalf of any other person, business or entity, references to “you” in these Terms or in any Services Agreement includes said business or entity. In some agreements, “Recipient” also means You.
• (sss) "Your Breach" means your breach, violation or non-compliance with any term or condition of these Terms or any Services Agreement (as defined herein).
• (ttt) "Your Data" See “Data”.
• (uuu) "Your Marks" means Your business name(s), trademarks, copyrights, service marks or logos.

2. Grant; Subscription Terms

2.1 Subscription to Access and Use the Services.

Subject to your compliance with these Terms and the other Services Agreements, JD Tech hereby grants you a non-assignable, limited license to use the Services during the Term. Specific terms and conditions regarding your subscription to the Services are set forth herein and in the Service Level Agreement.

• (a) You understand and agree that your right to access and use the Services is conditioned upon your compliance with these Terms, the Services Agreements, and any other agreement between you and JD Tech. Your compliance includes, but is not limited to, maintaining your account with JD Tech in good standing, timely payment of any fees due JD Tech, and compliance with Applicable Law, and laws applicable to your specific industry.
• (b) You are subscribing to certain Services. This means you have the right to access and use certain Services, but you do not own the Services, which are and remain JD Tech’s sole property. JD Tech reserves all rights that are not expressly granted to you in these Terms. JD Tech is the beneficiary of these Terms and the Services Agreements, with the right to rely on and directly enforce the terms herein.
• (c) Your JD Tech account is your responsibility. You are responsible for compliance by your employees, contractors, applicable law, and laws including privacy laws and laws regarding data and personal information.
• (d) If your JD Tech account is no longer in good standing as a result of non-payment or habitual late payment, or if you violate any of these Terms, in addition to its other remedies, JD Tech, at its election, may suspend your account, revoke these Terms, and terminate your right to use the Services.
• (e) You agree to provide JD Tech with complete, accurate, and updated information regarding your JD Tech Account, including your legal company name, street address, e-mail address, phone and facsimile number, and such other contact information and other information as JD Tech may reasonably request. You agree to promptly notify JD Tech in writing of any changes regarding your JD Tech account.
• (f) You are responsible for all hardware, telecommunications, internet, and other services required for use of the Services, except as may be otherwise forth in an Order or Subscription Agreement.
• (g) JD Tech may, at any time, change modify, update, upgrade, or discontinue the Services, or any one or more components, features, or functions of the Services.
• (h) You will be liable to JD Tech for its damages, including its reasonable attorneys' fees, resulting from your unauthorized use or transfer of the Services or your breach of these Terms.

2.2 Changes to these Terms; Additional Terms.

JD Tech may change or update these Terms at any time (“Modified Terms”). Modified Terms will be published on JD Tech’s website and/or may be (but are not required to be) communicated via other electronic communication to JD Tech End Users. Modified Terms are effective when published on JD Tech’s website. Each time you access the Services, you reaffirm your acceptance of these Terms and any Modified Terms. It is your responsibility to read any Modified Terms. If you do not agree with the Modified Terms, your only remedy is not to access the Services and immediately notify JD Tech in writing that you wish to terminate your Subscription. In some circumstances, JD Tech may determine that your access to and use of the Services may be subject to certain additional terms and conditions (“Additional Terms”). Additional Terms will be set forth in an Order, Subscription Agreement or other separate written agreement between you and JD Tech. To the extent any such Additional Terms are inconsistent with or conflict with these Terms, the Additional Terms will control. No Additional Terms will be enforceable absent JD Tech Consent. Any Additional Terms may be specific to you and JD Tech is not required to offer any specific Additional Terms to you even if JD Tech has offered similar Additional Terms to any other person.

2.3 Privacy Policy.

JD Tech’s Privacy Policy applies to your access to and use of the Services, and its terms are incorporated by reference as if fully set forth herein. You acknowledge and understand that there is no guaranty of privacy with the internet, and online transmissions are never completely secure. You understand that any message or other information you send to or via the Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

2.4 Control and Location of Services.

JD Tech controls, manages, and supervises methods and means of providing the Services.

2.5 Data Management and Data Security. Disaster Recovery.

JD Tech will maintain industry standard administrative, technical, and organizational safeguards and security measures to transfer, store, and process your Data. These measures are designed to protect the integrity of your Data, and guard against the unauthorized or unlawful access to, use, and processing of your Data. Data Management and Data Security and Disaster Recovery Terms are more particularly set-forth in Section 17 of these Terms.

2.6 Account Monitoring.

To ensure compliance with these Terms and to determine any unauthorized access or use of the Services, JD Tech may from time to time, monitor your access to and use of the Services via the internet to a secure server.

2.7 Ownership of IP and Data.

Except with respect to Your Data which remains your property as between you and JD Tech, JD Tech specifically retains all right, title and interest in and to all proprietary and intellectual property rights in and to the Services, including without limitation, source code, object code, trade secrets, copyrights, trademarks, patents, functionality and business methodology embodied therein, and the like, photos or other images incorporated into the Services, and further including any source code, object code, or other intellectual property developed by JD Tech relating to, or in connection with your access or use, or its delivery of the Services. All rights not expressly granted to you in these Terms are specifically reserved by JD Tech.

2.8 Prohibitions on Use.

You understand and agree to the following "Prohibitions on Use" of the Services:

• (a) YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER ALL OR ANY PORTION OF THE SERVICES OR THE DOCUMENTATION. JD Tech permits you to access and use the Services only in accordance with these Terms and the applicable Services Agreements. To the extent that the Services may be used to reproduce data or reports, and similar materials, you understand and agree that your access and use is limited to reproduction of said materials solely for your use in your business. You understand and agree that the Services may not be shared, installed, or used concurrently on different Computers without JD Tech’s Consent, and that a separate Subscription Agreement is required for each location the Services are accessed and used. If you are uncertain about your right to copy or permit access to the Services or to any material, you should contact an attorney.
• (b) You shall not, and shall use best efforts to ensure any person or entity that accesses the Services does not:
  • (i) make the Services or the Documentation publicly available or grant Access to the Services or the Documentation in any manner not explicitly authorized herein;
  • (ii) copy, adapt, analyze, decompile, disassemble, reverse engineer, modify, translate (or the like) the Services or the Documentation;
  • (iii) remove or transfer Access to the Services without JD Tech’s Consent and the termination or transfer of the applicable Subscription Agreement or, where necessary, the execution of a new Subscription Agreement;
  • (iv) transmit by any media, copy, or otherwise permanently or temporarily reproduce, in whole or in part, the Services or the Documentation; or
  • (v) re-use, distribute, or permit use or re-use of the Services by any third-party.
• (c) You will not:
  • (i) use the Services or refer to JD Tech directly or indirectly in any written or electronic communications, articles, advertisements, sales presentations, news releases or releases of any kind or nature to any third-party absent JD Tech’s Consent;
  • (ii) you will access and use the Services in a single location, and only through the interfaces and protocols provided by or authorized by JD Tech;
  • (iii) you agree to exercise reasonable efforts to prevent and protect the Services and the Documentation from unauthorized disclosure or use by any third-parties; and
  • (iv) if you learn of any unauthorized use or disclosure of the Services, you will promptly notify JD Tech in writing.
• (d) You shall not by any means, methodology or process, access, acquire, copy or monitor any portion of the Services or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Services or any Content, to obtain or attempt to obtain, archive, or store any materials, documents or information through any means not purposely made available through the Services.
• (e) You may not attempt to gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services or to any JD Tech server, or to any of the services offered on or through the Services, by hacking, password "mining" or any other illegitimate means.
• (f) You may not probe, scan or test the vulnerability of the Services or any network connected to the Services, or breach the security or authentication measures on the Services or any network connected to the Services. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Services, or any other customer of JD Tech, including any JD Tech account, or any account that is not your account, to its source, or exploit the Services or any service or information made available or offered by or through the Services, in any way where the purpose is to reveal any information, including, but not limited to PII (excluding your personal information).
• (g) You will not engage in any activity that may interfere with the proper working of the Services or any transaction being conducted via the Services, or with any other person's or entity's use of the Services.
• (h) You may not by any means, methodology or process, disguise the origin of any message or transmittal you send to JD Tech on or through the Services or any service offered on or through the Services, or pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
• (i) You understand that you may not use the Services or any Content for any purpose that is unlawful or prohibited by these Terms, Applicable Law, or laws applicable to your specific industry, or to solicit the performance of any illegal activity or other activity which infringes the rights of JD Tech or others.
• (j) You will not authorize or assist any third-party to engage in any of the foregoing restricted acts.

2.9 Delivery of Services; Suspension.

JD Tech will deliver the Services in accordance with these Terms, and the applicable Services Agreements, and subject to the following terms and conditions.

• (a) JD Tech may, from time to time, temporarily suspend your access to the Services for scheduled maintenance or emergencies pursuant to the Maintenance Services as set forth in Section 18 of these Terms.
• (b) JD Tech reserves the right to suspend Services in whole or in part:
  • (ii) upon a Force Majeure Event;
  • (iii) if JD Tech reasonably believes any malicious software, cloud, or other service is being used in connection with Your account;
  • (iv) for other good and valid reasons, in our discretion.
• (c) JD Tech reserves the right to change, suspend or discontinue any features, components or functions of the Services at any time. JD Tech will notify you if JD Tech makes any material changes to the Services.
• (d) Anything in these Terms or the Services Documents to the contrary notwithstanding, JD Tech has no obligation to update or enhance any Services or to produce or release new versions of the Services.
• (e) You will access and use the Services in a single location, and only through the interfaces and protocols provided by or authorized by JD Tech. You agree to exercise reasonable efforts to prevent and protect the Services and the Documentation from unauthorized disclosure or use by any third-parties, and if you learn of any unauthorized use or disclosure, you agree to promptly notify JD Tech in writing.

2.10 Updates.

These Terms apply to any and all updates or upgrades to the Services, together with any other additional terms and conditions JD Tech may impose in connection with such updates or upgrades. In order to access and use an Update, you must possess a valid Subscription to the previous version. By accessing and using an updated version of Que, you are agreeing to any applicable Modified Terms related to such updated version.

2.11 Feedback License Grant to JD Tech.

You hereby grant to JD Tech a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free right, license, and subscription to: (i) modify, copy, distribute and incorporate into the Services (without attribution of any kind) any Feedback; and (ii) to use Your Marks in connection with providing the Services and for marketing and promotional purposes in connection with JD Tech’s business. JD Tech agrees that any use by JD Tech of any of Your Marks will be limited to the foregoing purpose and be used only in a positive light.

2.12 Support and Maintenance Services.

Your subscription to the Services includes JD Tech’s standard Support and Maintenance Services as set-forth in Section 19 of these Terms.

2.13 Pre-Release Services.

From time to time, JD Tech may offer you the opportunity to access and use Pre-Release Services before they are released to the general public. You understand and agree that your access to and use of the Pre-Release Services means you agree that such Services are provided to you, and you accept such Services “AS IS WHERE IS” with no representations or warranties of any kind or nature, and that JD Tech is not responsible or liable to you or any third-party for any damages you may incur as a result of your access to or use of the Pre-Release Services.

2.14 Third-Party Services.

[Section text to be provided]

2.15 Your Work Performed at Your Risk.

You acknowledge that the Services (including, but not limited to the Pre-Release Services) may contain bugs, errors, and other problems that could cause system or other failures and data loss. Accordingly, you acknowledge that any work you perform with the Services or any product associated with the Services is done entirely at your own risk, and JD Tech is not responsible for any losses or data damage resulting from your use of the Services.

2.16 Incorporation by Reference of Services Agreements.

Anything in these Terms or any Services Agreement to the contrary notwithstanding, absent JD Tech Consent, these Terms are incorporated to each of the Services Agreements as if fully set forth in each such Agreement. To the extent there is any inconsistency, conflict or ambiguity between these terms and any such Services Agreement, absent JD Tech Consent to the contrary, the terms of the applicable Services Agreement shall govern.

2.17 Direct or Indirect Acts.

Any references to any actions or restrictions imposed upon you pursuant to these Terms, shall mean to include your direct or indirect acts.

3. Term, Termination; Effect of Termination

3.1 Term.

The Term begins on the Effective Date, and, unless earlier terminated in accordance with the terms herein or otherwise provided in the applicable Services Agreement, continues on a month-to-month basis, for so long as you subscribe to the Services.

3.2 Termination.

• (a) You may terminate your Subscription by completing JD Tech’s then current form of termination notice. Your Subscription will terminate upon thirty (30) days from the date JD Tech receives a fully executed form of such termination notice. If your billing date occurs during the foregoing thirty (30) day termination period, you are obligated to pay JD Tech all applicable fees and other costs due JD Tech for the billing period following said billing date.
• (b) JD Tech may terminate Your Subscription upon 30 (thirty) days written notice.
• (c) JD Tech may suspend or terminate your Subscription in accordance with the Subscription Agreement if you fail to make any payment of fees as and when due pursuant to these Terms or any Services Agreement. Non-payment is a material breach of these Terms and the other Services Agreements.
• (d) If you breach or otherwise violate these Terms, or any term in any Services Agreement, JD Tech may immediately terminate your Subscription and all access to the Services.
• (e) JD Tech has the right to cancel your subscription and immediately suspend or terminate the Services (or any component of the Services) at any time and without notice, if:
  • (i) we detect harmful or illegal activity under your Account;
  • (ii) we reasonably believe that any activity or use of Services in connection with your Account violates these Terms or any Services Agreement, the intellectual property rights of any third-party or any Applicable Law;
  • (iii) we determine in our sole discretion, that Your conduct or other activity is disruptive or harmful to JD Tech or any third-party; or
  • (iv) we are required to do so by law or order of a court or agency of competent jurisdiction.

3.3 Effect of Termination.

Your Subscription and right to access and use the Services automatically terminates if you fail to comply with any one or more of these Terms, or any material term of any Services Agreement. Termination of your Subscription in no way relieves you of any obligation to pay fees to JD Tech when due or to observe any indemnification obligations. Upon termination of your Subscription for any reason, you no longer have any right to access or use the Services, however, your monetary and non-monetary obligations in connection with the Services and indemnification for Your Breach survive termination. Upon termination of your Subscription for any reason:

• (i) you must immediately pay all unpaid fees to JD Tech;
• (ii) all Orders and other Services Agreements (including Support and Maintenance Services) automatically terminate and are null and void and of no force or effect;
• (iii) your right to Access, use and otherwise to subscribe to the Services cease and you must cease accessing and/or using the Services;
• (iv) except as otherwise set forth in these Terms, JD Tech has no obligation to maintain your JD Tech Account or to retain or forward any Data to you or any third-party, unless and except as required by Applicable Law.
• (a) Termination of Services will disrupt your access to Third-Party Services related to the Services, however, You understand and agree that it is Your responsibility to terminate any Third-Party Services’ agreements directly with such Third-Party Service Provider.

3.4 Transition Services; Final Export.

Provided that you are not in breach of these Terms or any Services Agreement, and further provided all unpaid fees due JD Tech are satisfied, upon termination, subject to the terms and conditions below regarding Final Export, JD Tech will provide transition services for a period of up to thirty (30) days from the termination date (“Transition Period”) provided you agree to pay JD Tech’s then current Professional Service Fees for such transition services (also referred to as “Transition Fees”). Transition Fees will be charged at the same rates as during the Term. During the Transition Period, you may continue to access and use the Services in accordance with these Terms and the Services Agreements, for the agreed specified and limited purpose of effecting an efficient transition from use of the Services. Similarly, during the Transition Period, JD Tech will continue to provide Support and Maintenance services.

• (a) Provided you:
  • (i) have complied with your obligation to provide JD Tech with thirty (30) days notice of termination;
  • (ii) are not in uncured breach of this Agreement or any other Services Agreement; and
  • (iii) agree to pay the applicable Transition Fees, you may submit a written request for a final export of all of your data including client, schedule, inventory, and transaction data during the Transition Period (“Final Export Request” and “Final Export”), which Final Export shall be subject to JD Tech’s then current export fees (“Final Export Fees”). Upon your payment of Final Export Fees, JD Tech will conduct one (1) final export of your Client Information. If you fail or refuse to pay all Fees, including Final Export Fees, you understand and agree that JD Tech will have no further obligations to retain, maintain, or deliver your Client Information or Data.

3.5 Effect of the Sale or Transfer of Your Business.

If you sell or otherwise transfer your business or transfer managerial or operational control of your business to a third-party (the “Business Transfer” and the “Transferee” respectively), the Transferee must sign JD Tech’s Subscription Agreement and Order Form whether or not the transfer includes the transfer of Your Data. Further, if such Business Transfer includes the transfer of Your Data to the Transferee, you understand and agree that the Services are not transferable and cannot be a part of any such Business Transfer for any reason unless Fourteen (14) days prior to the consummation of such Business Transfer, You and the Transferee execute and deliver to JD Tech, JD Tech’s standard form of “Assignment and Assumption of JD Tech Tenant Data and Consent to Assignment Agreement” (or JD Tech’s then current form for such purpose), and provide such other information as JD Tech may reasonably request. Any attempted transfer in violation of the foregoing is a material breach of the Terms, and is null and void and of no effect.

4. Fees; Payment Terms

4.1 Fees.

Fees, as defined herein, for the Que version you choose will be specified in the applicable Order Form.

4.2 Transition Fees.

The Transition Fees are due and payable as required herein.

4.3 Fee Increases.

JD Tech shall provide at least thirty (30) days’ notice of any Fee increases. JD Tech may increase any Fees not specified in an applicable Order or other Service Agreement without notice.

4.4 Fees are Your Responsibility.

You understand and agree that you are solely responsible for any and all Fees for your Subscription and all related services (including Support and Maintenance, and any other fees), and that JD Tech is not required to, and shall not look to any third-party for payment of any fees.

4.5 Payment Terms.

Unless expressly and specifically set forth in any Service Agreement, all Fees are due net thirty (30) days of invoice. All payment obligations for your Subscription are non-cancelable and all fees paid are non-refundable. You agree to provide JD Tech with valid and current, updated credit card information, or such other form of payment permitted by JD Tech ("Payment Information"). If you present credit card information, you represent to JD Tech that you are duly authorized to use such credit card, and authorize JD Tech to charge the card for all fees due to JD Tech. When you submit Payment Information, you authorize JD Tech to use such Information and/or to provide such Information to third-parties, for purposes of facilitating or processing payment. You agree that you will verify any Payment Information or other information JD Tech requests, for purposes of processing payment to JD Tech. Any amounts not received by the applicable due date may accrue late interest at the greater of one and one-half (1.5%) percent of the outstanding balance per month, or the maximum interest permitted by applicable law, plus JD Tech’s costs of collection (including JD Tech’s reasonable attorney’s fees).

4.6 Payment Processing.

You agree to provide JD Tech with current, accurate, complete contact and billing information, including your name, address, telephone number, email address, and applicable payment information, including valid and current, updated credit card information, or such other form of payment permitted by JD Tech. You agree to update all such information as necessary to enable JD Tech to process your payments, when due. If you present credit card information, you represent to JD Tech that you are duly authorized to use such credit card, and authorize JD Tech to charge the card for all fees due to JD Tech. When you submit payment information, you authorize JD Tech to use such Information and/or to provide that information to third-parties for purposes of facilitating or processing payment. You agree that you will verify any payment information or other information JD Tech requests, for purposes of processing payment to JD Tech. JD Tech will endeavor to process your payments properly and in a timely manner, but is not responsible if JD Tech is unable to completely process any payment in whole or in part as a result of any one or more of the following circumstances: (1) Your payment account does not contain sufficient funds to complete the transaction, the transaction would exceed the credit limit of your credit card, or your payment account or credit card does not otherwise permit the transaction to be consummated; (2) You have not provided JD Tech with accurate account information to process your payment accurately; or (3) Circumstances beyond JD Tech’s reasonable control, including but not limited to fire, flood, acts of war, terrorism or other interference from an outside force, prevent proper processing of the transaction.

4.7 Payment Errors.

If you believe a JD Tech invoice has been issued in error, you must provide JD Tech with written notice detailing the JD Tech error and disputed amount ("Dispute Notice") within thirty (30) days after the invoice date. If JD Tech does not receive the Dispute Notice within such thirty (30) day period, you will be deemed to have accepted such invoice. A Dispute Notice does not relieve you of your obligation to pay the amount in dispute. If JD Tech, in its good faith, reasonable discretion, determines the invoice was issued in error, JD Tech will refund the disputed amount, or, at its election, apply the disputed amount as credit towards future Fees.

4.8 Overdue Payments; Collection.

JD Tech reserves the right to collect any overdue fees or fee balances at any time. If JD Tech initiates any collection or other action(s), (including attorney letters or other communications) in an effort to collect unpaid fees or to enforce other rights under any Services Agreement or other agreement between you and JD Tech, then, in addition to other damages, you are also responsible for all fees and costs incurred by JD Tech associated with such collection efforts (including reasonable attorneys’ and other legal fees and costs of collection).

4.9 Cessation of Services upon Default.

If any Fees or other amounts due from you to JD Tech remain unpaid for thirty (30) days after JD Tech notifies you of overdue payment, in addition to its other legal remedies, JD Tech reserves the right to suspend or cease delivery of all Services to you. Should JD Tech suspend or cease delivery of Services to you, you will not be able to use any Services, including Third-Party Services. For more detail and information about your obligations and effect of termination on Your Services, including Third-Party Services, please review the termination provision in these Terms.

4.10 Additional Products.

To the extent applicable, absent JD Tech Consent to the contrary, these Fee and payment terms, together with any Additional Product Terms, are applicable to any Additional Products.

5. Representations and Warranties

5.1 Your Representations and Warranties.

You represent and warrant as follows:

• (a) You have full authority and all necessary rights to execute and deliver this Agreement and the Services Agreements and to perform your obligations herein and therein;
• (b) These Terms, together with the other Services Agreements, when executed and delivered, are your valid and binding obligations, enforceable in accordance with their terms;
• (c) The execution, delivery, and performance of this Agreement and the Services Agreements have been duly authorized, and constitute your legal, valid, and binding agreement, enforceable against you in accordance with their terms;
• (d) You will comply with your obligations pursuant to these Terms, the Services Agreements, and with all applicable federal, state, local, international, or other laws and regulations applicable to the performance of your obligations under these Terms and the Services Agreements;
• (e) You will respond to JD Tech’s reasonable requests for information and other communications promptly and with reasonably sufficient detail;
• (f) You will pay all Fees when due in accordance with these Terms or any Services Agreement;
• (g) You will not duplicate, transfer, copy, or grant access to the Services or any component(s) thereof except in accordance with this Agreement;
• (h) You will only access and use the Services for your own internal business use and not for the benefit of any other person or entity other than permitted Affiliates;
• (i) You will not adapt, modify or reverse engineer the Services in any way, or use them to create source code or a derivative work;
• (j) You will exercise best efforts to monitor and enforce your employees', contractors', and Affiliates' compliance with these Terms and the Services Agreements, and to support and assist JD Tech with resolving any disputes and/or pursuing any claims and/or indemnities for any losses or damages arising from a breach of any Services Agreement;
• (k) You will not:
  • (i) submit to JD Tech material that is infringing, obscene, defamatory, threatening, or otherwise unlawful or tortious, including any material that violates any third-party intellectual property, privacy, or other rights or Applicable Law;
  • (ii) disrupt or otherwise interrupt or interfere with the Services, or any components or data contained in the Services;
  • (iii) access or use, or try to access or use the Services in any manner not permitted by these Terms;
  • (iv) post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other harmful computer code, files, scripts agents or programs;
  • (v) restrict or inhibit any other person or entity from using the Services;
  • (vi) remove any JD Tech copyright, trademark or other proprietary rights notice from the Services;
  • (vii) frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service;
  • (viii) systematically download and store any JD Tech IP; or
  • (ix) use any robot, spider, software, service, search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or otherwise gather JD Tech IP, or reproduce or circumvent the navigational structure or presentation of the Services;
• (l) You represent to JD Tech that you are not subject to any United States trade restrictions or sanctions, and promise to comply with any applicable export control laws, restrictions, and regulations of the US Department of Commerce, the US Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority ("Export Laws"). You promise that you will not use the Services to export or allow any export or re-export in violation of any such Laws. You represent to JD Tech that you are not a prohibited party or located in, under the control of, or a national or resident of any restricted country, and that you will otherwise comply with all applicable export control laws. If you reside outside the United States, then in addition to complying with the foregoing, you will comply with any relevant export control laws in your local jurisdiction.
• (m) You will notify JD Tech of any actual or threatened violations or infringements of the intellectual property rights of others, to enable JD Tech to investigate and respond to such actual or threatened violations or infringements.

5.2 By JD Tech.

JD Tech represents and warrants to you that:

• (a) Subject to the terms and conditions set forth herein or in any Services Agreement, the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the Documentation;
• (b) JD Tech is the lawful owner of JD Tech as necessary to render the Services, with all the necessary rights to perform its obligations hereunder; and
• (c) The Services do not infringe on any copyright, patent, or trademark of any third-party.

6. Data, Content Ownership, Use, and Responsibility

6.1 Ownership of Your Data.

Subject to the "Limited Data License" (as hereafter defined), Your Data, which is considered Confidential Information, is and shall remain your sole and exclusive property.

6.2 Limited Data License.

Except with respect to PII, you grant JD Tech a limited, nonexclusive, fully paid, and royalty-free license to use Your data Aggregated with other customer Data for its internal business purposes, analysis of markets and market trends, and to enable JD Tech to evaluate ways and means to improve the Services (“Limited Data License”). You represent and warrant to JD Tech that you have all necessary rights and permissions required to grant the Limited Data License, and that granting such License to JD Tech does not and will not violate any third-party rights or applicable law.

6.3 Ownership of Content.

JD Tech owns and controls Content. Content is protected by all applicable laws, including trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. You may not copy, duplicate, republish, upload, post, display in any public manner, encode, translate, transmit, "mirror" or distribute Content in any way to any other computer, server, website, or other medium.

6.4 Accounts, Passwords and Security.

You are entirely responsible for maintaining the confidentiality of the information you hold for your JD Tech Account (including your username/identification ("User ID") and password), and for any and all activity that occurs or may occur under your JD Tech Account as a result of your failing to keep Your Data, Cardholder Data, and other information secure and confidential. You agree to notify JD Tech immediately of any unauthorized access or use of your JD Tech Account, username, password, Your Data, Cardholder Data, or any other breach of security regarding the Services. If you fail to keep your Account information secure and confidential, and as a result, a third-party accesses or uses your User ID and/or password, or Account, then you may be held liable for Liabilities incurred by JD Tech or any other user of or visitor to the Services. You may not use anyone else's User ID, password, or account at any time, unless you have obtained that person's express permission and consent. JD Tech is not liable for any Liabilities or damage arising from your failure to comply with these obligations.

6.5 Your Data Responsibility.

The collection, quality, accuracy of Your Data and Cardholder Data is your responsibility. JD Tech is not responsible for your access to and use of Your Data or Cardholder Data, including any third-party disputes of any kind or nature involving Your Data or Cardholder Data. User names and passwords associated with your JD Tech Account are your responsibility and considered Confidential Information, subject to change upon JD Tech's direction. You must comply with all Applicable Laws regarding Your Data and Cardholder Data, including PCI DSS, together with all laws applicable to your specific industry.

6.6 Rights to JD Tech Data.

JD Tech owns all right, title and interest in all JD Tech Data. You have no rights to any JD Tech Data.

6.7 Data Export During the Term.

JD Tech will export Client Information during the Term upon Your written request, and subject to payment by You of JD Tech’s then current Professional Services Fees for such export services. During the Term, JD Tech may, but is not obligated to export any Data other than Client Information (“Additional Export Requests”). JD Tech’s determination as to conducting any such Additional Export Requests is subject to its evaluation and consideration of numerous factors, including the complexity, and the time, labor, and staffing required to process Additional Export Requests, in addition to its then current product development calendar. All Additional Export Requests are subject to JD Tech’s then current Professional Services Fees.

6.8 No Guarantee to Data Transport.

You understand and agree that anything in these Terms to the contrary notwithstanding:

• (i) You are ultimately responsible for the accuracy and completeness of Your Data, whether such Data is input, managed, or otherwise handled by You, JD Tech, or any third-party;
• (ii) JD Tech makes no representation, covenant, warranty or guarantee regarding Your Data, JD Tech Data, or any other data imported, exported (including any Final Export), migrated, merged or otherwise transferred or moved into, out of, or within the Que application (“Data Transport”) regardless of the source or origination of such data or whether such Data Transport occurs during or after the Term;
• (iii) It is not unusual that data that is transported does not transfer consistently, congruently, accurately, on a 1:1 basis, or sometimes at all, for reasons that may include, but are not limited to modifications, adjustments, and enhancements to the Services;
• (iv) JD Tech shall determine, in its sole, commercially reasonable discretion, the allowable degree of error arising from such Data Transport; and
• (v) If JD Tech agrees to conduct any Data Transport, (including input of any data on Your behalf), it is Your responsibility to review all such Data Transport and advise JD Tech in writing of any corrections.

6.9 Security, Backup and Recovery of Your Data.

JD Tech will implement and maintain appropriate administrative, technical and physical safeguards, procedures and practices designed to:

• (i) ensure the security, confidentiality, integrity and authorization of Your Data;
• (ii) protect against any anticipated threats or hazards to the security, confidentiality or integrity of Your Data;
• (iii) protect against unauthorized use, destruction, modification or disclosures of Your Data; and
• (iv) ensure the proper export or disposal of Your Data. JD Tech will notify You [via email] if JD Tech learns or reasonably suspects that the security, confidentiality or integrity of Your Data has been compromised or if there has been an unauthorized use, destruction, modification or disclosure of Your Data, and JD Tech will promptly take all actions required to stop and remedy any such incident. You must immediately notify JD Tech as soon as you learn or reasonably suspect that the security, confidentiality, or integrity of Your Data has been compromised or that there has been an unauthorized use, destruction, modification, or disclosure of any of Your Data.

Security, Backup and Recovery of Your Data will be provided to You as set forth in Section 20 of these Terms.

7. Confidential Information

7.1 Confidential Information.

Each of JD Tech and You acknowledge the importance of the protection of Confidential Information, and agree that neither will disclose or use any Confidential Information of the other party except:

• (i) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to these Terms or any Services Agreement;
• (ii) with the other party's prior written consent; or
• (iii) to the extent required by law, subpoena, or order of a court or other governmental authority or regulation, and in such event, to the extent legally permitted, the Receiving Party shall, prior to any such disclosure, promptly notify the Disclosing Party of such request for disclosure in order to give the Disclosing Party the opportunity to object to or seek to limit the scope of such disclosure. Your agreement to these Terms and your Access and use of the Services represents your consent to JD Tech’s use of your Confidential Information for the purpose of rendering the Services and performing its obligations herein.

8. Health Insurance Portability and Accountability Act

You understand and agree that JD Tech is not responsible for determining whether You are subject to HIPAA. If You are or may be subject to HIPAA, You must execute JD Tech’s standard form of Business Associate’s Agreement (BAA) in advance of JD Tech's delivery of Services to You. It is also Your responsibility to notify Third-Party Service Providers providing Third-Party Services to You prior to the commencement of such Services, that You are subject to HIPAA and that You require such Third-Party Service Providers to comply with HIPAA. In the event you do not comply with HIPAA, you agree to indemnify and hold JD Tech harmless from and against any claims made by any person against JD Tech arising from or relating to your failure to comply with HIPAA.

9. JD Tech Limited Warranty

9.1 Limited Warranty.

JD TECH WARRANTS THAT THE SERVICES WILL MATERIALLY PERFORM AND FUNCTION AS GENERALLY DESCRIBED IN THE DOCUMENTATION. SUBJECT TO THE FOREGOING LIMITED WARRANTY, THE SERVICES AND THE DOCUMENTATION ARE FURNISHED "AS IS, WHERE IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

9.2 Remedy.

If the Services do not perform as provided in the foregoing Limited Warranty, JD Tech will use commercially reasonable efforts to achieve performance as described therein. If JD Tech is unable to restore such functionality, you may terminate your Subscription by providing written notice to JD Tech, and JD Tech will refund any pre-paid fees on a pro-rata basis. The foregoing is your sole and exclusive remedy for a violation of JD Tech’s Limited Warranty, and is expressly conditioned upon satisfaction of the following conditions:

• (i) you must notify JD Tech not later than thirty (30) days after the first instance of any material functionality problem;
• (ii) you have utilized the Services in accordance and compliance with this Agreement, the Services Agreements, and all applicable laws; and
• (iii) this Limited Warranty does not apply to any trial, beta, or Pre-Release products or services.

10. Disclaimer

10.1 Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED IN THE FOREGOING LIMITED WARRANTY, WITH RESPECT TO THESE TERMS, THE SERVICES, THE SERVICES AGREEMENTS, OR ANY COMPONENT OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JD TECH DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF QUALITY, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, SUITABILITY, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. JD TECH DOES NOT WARRANT THAT: (i) USE OF THE SERVICES WILL BE SECURE, TIMELY, ERROR-FREE OR UNINTERRUPTED; (ii) THE SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT; (iii) THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (iv) THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION THE INTERNET, OTHER TRANSMISSION NETWORKS, AND LOCAL NETWORKS AND EQUIPMENT) WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS PROVIDED IN THE FOREGOING LIMITED WARRANTY, THE SERVICES AND ANY PRODUCTS AND THIRD-PARTY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SOLELY FOR USE IN ACCORDANCE AND COMPLIANCE WITH THESE TERMS AND THE SERVICES AGREEMENTS. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT OR ANY SERVICES AGREEMENT) ARE MADE ON BEHALF OF BOTH JD TECH AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (THE FOREGOING ARE COLLECTIVELY REFERRED TO AS THE “JD TECH PARTIES”).

11. Limitation of Liability

11.1 Limited Liability.

NOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN, NEITHER YOU OR THE JD TECH PARTIES SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, AND/OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES AGREEMENT. A PARTY SHALL BE LIABLE TO THE OTHER FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR THE SERVICES AGREEMENTS. EXCEPT WITH RESPECT TO YOUR INDEMNITY, THE LIABILITY OF A PARTY, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE, FOR ALL EVENTS, ACTS, OR OMISSIONS UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID TO JD TECH IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE EVENT RESULTING IN THE DAMAGE OCCURRED.

12. Indemnity

12.1 Your Indemnity.

You agree to indemnify, defend, and hold JD Tech harmless from and against any and all Claims and Liabilities we incur arising from or relating to: (i) Your Breach; (ii) Your unauthorized use of or access to the Services; (iii) Your unauthorized actual or alleged violation a third-party’s intellectual property, privacy, or other legal rights; or (iv) any dispute between you and a third-party involving Your Data.

12.2 JD Tech’s IP Indemnity.

Upon an allegation that the Services or your permitted use of the Services infringes any third-party’s personal, contractual, or proprietary rights, including any patent, copyright, trade secret, trademark, right of privacy, right of publicity, or other intellectual property right (“IP Claim”), and such IP Claim results in an injunction or final judgment that prohibits your use of the Services, or in the event JD Tech reasonably believes that use of the Services may result in an IP Claim, then JD Tech shall, at its election, either: (i) procure for you the right to continue using the Services; (ii) replace or modify the Services to be non-infringing; or (iii) terminate your Subscription. If JD Tech terminates your Subscription based upon the foregoing, JD Tech will refund any prepaid, unused fees and provide transitional services as reasonably necessary at no cost to you. The foregoing (including indemnification with respect to third-party claims) is your sole remedy in the event of an IP Claim.

13. Precedence

13.1 Precedence.

In the event of any conflict or any ambiguity between these Terms, the Subscription Agreement, the Support and Maintenance Agreement, or any Order, the precedence shall be as follows:

• First: The Order;
• Second: The Subscription Agreement;
• Third: The Support and Maintenance Agreement; and
• Fourth: These Terms and Conditions.

14. Governing Law; Jurisdiction

14.1 Governing Law; Consent to Jurisdiction; Venue.

The laws of the Commonwealth of Virginia (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the Services Agreements, and the transactions contemplated herein, and therein, including, without limitation, interpretation, construction, performance, and enforcement. Each party hereby consents to the exclusive venue and jurisdiction of the State or Federal Courts located in the Commonwealth of Virginia, as proper venue for the resolution of any dispute arising out of or relating to this Agreement and waives any objection that it may now or later have to governing law or jurisdiction.

15. Notices

15.1 Notices.

You understand and consent that JD Tech may deliver any notices to you via the Services, or via the email address on file in your JD Tech Account. JD Tech’s notice to you will be effective on the date sent, if sent on a business day, or the following business day if not sent on a business day. To be effective, all notices and other communications you provide to JD Tech must be in writing and will be deemed duly given to JD Tech four (4) days after mailed by registered or certified mail, return receipt requested, postage prepaid, to JD Tech at the following address: [JD Tech mailing address]

16. General Provisions

• (a) Electronic Communications. You agree to the use of electronic communications to enter into agreements, place orders, receive notices, and communicate with JD Tech in connection with the Services, and, to the extent waive any rights of any kind or nature that require original or non-electronic signature or delivery, or retention of nonelectronic records.
• (b) References to JD Tech URLs. All references to JD Tech URLs in these Terms and the Services Agreements shall mean to include such other URLs as JD Tech shall determine or amend regarding the applicable service, terms, or agreement.
• (c) Relationship between Parties. Your Access and use of the Services and entry into this Agreement and the Services Agreements does not create a joint venture, partnership, or principal/agent relationship between you and JD Tech. Neither you nor JD Tech has the right to create an obligation, liability, or responsibility of any kind, whether expressed or implied, in the name of, or on behalf of the other party, and no employee of either one of the parties shall be deemed for any reason to be an employee of the other.
• (d) References. For purposes of these Terms and the Services Agreements, all references to JD Tech include JD Tech’s affiliates. All references to "you", include you, the end user, and all of your Affiliates. All references to this Agreement shall mean these terms, and references to your execution shall mean to include by written or electronic means.
• (e) Compliance with Laws. Each of you and JD Tech agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable.
• (f) Cooperation. You agree that where your approval, acceptance, consent or similar action is required in connection with our delivery of, and your access to and use of the Services, you will not unreasonably delay, condition, or withheld such approval. You further agree to cooperate with JD Tech as reasonably required by responding promptly with our requests for management decisions, information, approvals, and acceptances to enable JD Tech to properly accomplish its obligations and responsibilities in connection with the Services.
• (g) Entire Agreement. These Terms, together with the Services Agreements, constitute the entire agreement between JD Tech and you and supersede any and all previous representations, understandings, or agreements as to the subject matter hereof.
• (h) Progressive Dispute Resolution. You and JD Tech agree that we will endeavor to resolve in good faith any dispute in connection with your use of the Services, before filing any lawsuit in accordance with the following: The aggrieved party shall deliver written notice to the other party, detailing its grievance or dispute. We will exercise best efforts to resolve the dispute by good faith negotiations, within thirty (30) days of the date of the dispute notice. If we cannot resolve the dispute by such good faith negotiations, then either party may file suit in a court of competent jurisdiction.
• (i) Waiver of Jury Trial. Each party knowingly, voluntarily, and intentionally waives its right to a trial by jury to the extent permitted by law in any action or other legal proceeding arising out of or relating to this Agreement, the transactions contemplated herein, and any other agreement between the parties in connection with this Agreement or the transactions contemplated herein.
• (j) Assignment and Delegation. Except as otherwise permitted by JD Tech in accordance with these Terms or the Services Agreements, you may not assign any of your rights hereunder, or delegate any performance under these Terms. Any assignment in violation of the foregoing is and shall be null, void, and of no effect.
• (k) Successors and Assigns. This Agreement binds and benefits you and JD Tech and our respective permitted successors and assigns.
• (l) Third-Party Beneficiaries. This Agreement does not and is not intended to confer any right or remedies upon any person or entity other than you and JD Tech.
• (m) Rights and Remedies Cumulative. The enumeration of either party's rights and remedies pursuant to this Agreement is not intended to be exhaustive, unless that right or remedy is expressly exclusive. A party's exercise of any right or remedy hereunder does not preclude its exercise of any other right or remedy, all of which are cumulative.
• (n) Force Majeure. JD Tech is not responsible for suspension of its delivery if the Service if such suspension is caused by a Force Majeure Event. Upon the occurrence of a Force Majeure Event, JD Tech will notify you as to the nature and extent of the Force Majeure Event and estimated duration of the period ("Suspension Period") during which JD Tech will be unable to perform ("Force Majeure Notice"). During the Suspension Period, JD Tech will provide updates to you as to its efforts to commence performance. When JD Tech is able to resume, it shall promptly deliver you notice ("Resumption Notice") and shall resume performance in accordance with the Resumption Notice.
• (o) Costs and Expenses. In addition to paying Fees, you are required to pay your own fees, costs, and expenses (including, without limitation, for example, in connection with consultants, hardware purchase and installation) in connection with your access and use of the Services, these Terms, the Services Agreements, and your relationship with JD Tech.
• (p) Prevailing Party. If any legal action, arbitration, or other proceeding ("Action") is brought under this Agreement, in addition to any other relief to which the prevailing party or parties ("Prevailing Party") is entitled, the Prevailing Party is entitled to recover, and the non-Prevailing Party shall pay to the Prevailing Party, all (i) reasonable attorneys' fees of the Prevailing Party; (ii) court costs, and (iii) expenses, even if not recoverable by law as court costs (including, without limitation, all fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in that Action, and all appellate proceedings. For purposes of this provision, "attorneys' fees" includes, without limitation, paralegal fees, investigative fees, expert witness fees, administrative costs, disbursements, and all other charges billed by the attorney to the Prevailing Party.
• (q) Amendment and Modification. JD Tech may amend, modify, supplement, or change these Terms at any time. Neither these Terms nor any of the Services Agreements as between you and JD Tech may be amended orally, and may only be amended or supplemented by a written agreement, signed by a duly authorized representative of JD Tech, that specifically identifies itself as an amendment.
• (r) Waiver. JD Tech may waive its right to insist upon your strict compliance with any obligation, covenant, agreement, or condition in these Terms or in the Services Agreements, however, any such waiver or failure to insist upon strict compliance is not a waiver of, or estoppel with respect to, any subsequent or other failure.
• (s) Severability. If any provision of these Terms or any Services Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions therein shall not be affected or impaired in any way.
• (t) Merger. These Terms, together with the Services Agreements, are the final agreement, and complete and exclusive expression of your agreement with JD Tech with respect to the matters herein and therein. All prior and contemporaneous negotiations and agreements between you and JD Tech are expressly merged into and superseded by these Terms. The provisions of these Terms may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In agreeing to these Terms, you confirm that you have not relied upon any statement, representation, warranty, or agreement by JD Tech other than those contained in these Terms or the applicable Services Agreement. There are no conditions precedent to the effectiveness of these Terms other than those expressly stated herein.
• (u) Number and Gender. All terms and words used in these Terms and the Services Agreements, regardless of the sense or gender in which they are used, shall be deemed to include each other sense and gender unless the context requires otherwise. Whenever the context may require, the singular forms of nouns, pronouns, and verbs shall include the plural and vice versa.
• (v) Captions. The captions and other descriptive headings of the articles, sections, and subsections of these Terms and the Services Agreements are for convenience only and do not constitute a part of these terms.
• (w) Further Assurances. At any time and from time to time, the parties shall cooperate with each other to execute and deliver any other documents, instruments of transfer or assignment, files, books and records and do all further acts and things as may reasonably be required to carry out the parties’ intent and the purposes of this Agreement.

17. Data Management and Data Security; Disaster Recovery

JD Tech is dedicated to providing our customers with the best hosting and security available, by partnering with Amazon Web Services (“AWS”) and other market leading products to ensure your system is available to you 24/7/365 days a year. AWS is a “tier 4” data center solution, the highest level of reliability available.

17.1 Hosting / Data Center / Disaster Recovery (DR)

Through AWS, JD Tech offers scalable, reliable, and secure global computing infrastructure, the virtual backbone of the Amazon.com multibillion-dollar online business. AWS data centers are the “best of breed” for compliance and pass certifications all around the world. To review the latest compliancy, go to https://aws.amazon.com/compliance/.

17.2 PCI-DSS and PII Compliancy

JD Tech’s Que is not in PCI-DSS scope. This means that no credit card information ever passes through Que.

17.3 Data Backups

Data is stored in multiple data centers and secured and encrypted at rest. Backups are made to protect against data loss, and are archived and kept for one year.

18. Maintenance of Services

18.1 Changes in Service Functionality (Upgrades)

JD Tech will upgrade Recipient’s subscription to the latest version of JD Tech’s application (an “Upgrade Release”) after Upgrade is released to the general user population (“General Upgrade Release”);

JD Tech will notify Recipient of a General Upgrade Release;

JD Tech will also provide Recipient with Upgrade Release notes and updated API documentation specifying features and functionality affected by the Upgrade Release.

Upgrade and Update types include:

• Major Releases
• Minor Releases; and
• Maintenance Releases (also referred to as “Hot Fixes”)

A “Major Release,” also known as an “Upgrade”, is a generally available release of the Services that contains functional enhancements and extensions, fixes for high severity and high priority bugs.

A “Minor Release” is a generally available release of the Services that may introduce a limited number of new features, functionality and minor enhancements, fixes for high severity and high priority bugs identified in the current release.

A “Maintenance Release,” also known as an “Update”, is a generally available release of the Services that typically provides maintenance corrections only or high severity bug fixes.

JD Tech will deploy and notify Recipient of Upgrades, Updates & Maintenance Releases as follows:

JD Tech typically, but does not always, deploy Major and/or Minor Releases (Upgrades & Updates) on a quarterly basis. JD Tech will provide Recipient with fourteen (14) days advance email notice of scheduled Updates or Upgrades. JD Tech will provide exact dates and times of deployment in the body of the email. This information will also be available via the Que login screen (“Home Page”).

JD Tech deploys Maintenance Releases (Hot Fixes) as it deems necessary. JD Tech will only contact Recipient with regard to Maintenance Releases if Recipient is affected by the Maintenance Release, or, reported an issue to JD Tech involving the Maintenance Release.

JD Tech will communicate Upgrade and Update Releases to the contacts JD Tech has on file for the Recipient’s Account.

18.2 Immediate Maintenance Changes

JD Tech will perform Immediate Maintenance only when JD Tech deems it commercially unreasonable to defer the maintenance activities. JD Tech will provide Recipient notice beginning and termination of any Immediate Maintenance.

19. Support and Maintenance Services

19.1 Support Services

If Recipient requires support, the customer can reach JD Tech support via the contact information contained on the https://jondavidtech.com website. The Fees for JD Tech support will be based on the standard fees applicable at the time. No after hours support is available by JD Tech at this time.

19.2 Technical Support Hours (During Business Hours)

JD Tech Support Center Hours are Monday through Friday 9:00 a.m. to 7:00 p.m. and Saturday from 9:00 a.m. to 5:00 p.m. Eastern Standard Time.

20. Security, Backup and Recovery of Your Data

20.1 Data Security

JD Tech uses industry “best of breed” approaches to secure your data. Your data remains encrypted from the time it leaves your browser until it reaches our databases. We break down Data Security into multiple parts:

20.2 PCI Compliancy

JD Tech has collaborated with credit card processors to build a solution that is out of PCI scope. This means Que neither sees nor accesses credit card information at any time.

20.3 Personal Identifiable Information (PII)

Que only stores basic information about your customers. By default, we only ask for a name and an email address. We do not collect birth dates, Social Security Number, or any other identifiable data. You have the option to turn on additional fields to collect phone and address information, but we do not collect other PII.

20.4 Communication Security

All user authentication, credentials, and data use TLS 1.2 (Transport Layer Security). This prevents any “internet sniffer” from seeing your data as it travels across the internet.

20.5 Data at Rest

All your data stored on JD Tech servers (including database and backups) is encrypted. This means it is unreadable to hackers.

20.6 Authentication and Administration

You can limit employees’ access to Que to fit your specific business needs. You may limit access to only within your local Wi-Fi network to prevent off site access. All accounts you give your staff follow Service Organization Control (“SOC”) SOC 2 Type 2 Security rules, which require a strong password, new password every 90 days, and lockout after three bad attempts.

20.7 Roles and Authorization

To make your administration of Que easier when replacing or re-organizing staff, JD Tech offers “role-based” security, which means when someone leaves or needs to be added, you just need to add them to the roles that were created.

20.8 Access Control Granularity

Flexible user and role access lets you adjust permission to each feature down to the specific fields on the screen. You can make the controls hidden, read only, read/write, or “elevate”, which prompts a manager to approve.

The “role-based” access control allows each function of the system to be assigned to a role, and the roles assigned to a set of individual users. This allows users to view and change only that information that is allowed based on their assigned roles.

20.9 Auditing Activity

If you have concerns about employees’ activities, JD Tech's audit history feature will show you all employees’ actions within the system, step by step.

20.10 Monitoring and Alerting

We monitor the system 24/7/365 to alert our staff of any concerns. We will issue notices, to keep you apprised of any issues, and recommend resolutions whenever we are able.

20.11 JD Tech Use of Recipient Data

JD Tech does not share your data with any third-parties. We do collect aggregate non-identifying high-level data for trend analysis, but we do not use identifiable data.

20.12 Security Scans – Network and Application

JD Tech received top scores from two third-party audits of our environment. In addition, we continue to monitor our security environment through quarterly network and application penetration tests, which endeavor to limit or eliminate security holes in our service.