PLEASE READ THIS AGREEMENT CAREFULLY. YOU WILL BE DEEMED TO ACCEPT THIS AGREEMENT IF YOU: 1) DOWNLOAD, INSTALL OR OTHERWISE USE THE APP; OR 2) CLICK THE "I ACCEPT" OR SIMILAR BUTTON ASSOCIATED WITH THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE APP AND DELETE IT FROM YOUR DEVICE.
THE APP MUST NOT BE USED BY INDIVIDUALS UNDER THE AGE OF THIRTEEN (13) OR BY THOSE WITHOUT LEGAL CAPACITY AS MAY BE PRESCRIBED BY THE LAWS APPLICABLE IN THE TERRITORY IN WHICH YOU ACCESS/ USE THE APP. IF YOU ARE UNDER THIRTEEN (13) YEARS OF AGE OR WITHOUT LEGAL CAPACITY, YOU MAY NOT USE THE APP.
Jamf may make changes to this Agreement at its sole discretion at any time. We will communicate changes to you by posting the new version of the Agreement on our website at www.jamf.com/trust-center/legal or as otherwise determined by Jamf in its sole discretion. Your acceptance of and/or continued access or use of the App after any changes to this Agreement will constitute your acceptance of those changes. If you do not accept the changes, you must discontinue using the App immediately and delete it from your device(s).
1. App License.
a) License Grant. Subject to the terms of this Agreement, Jamf grants to you a limited, non-exclusive, non-sublicensable and non-transferable (except as set forth in this Agreement) license to download, install, access and use the App during the term of this Agreement.
b) Ownership. You acknowledge and agree that the App is provided under license and not sold to you. You do not acquire any ownership interest in the App under this Agreement or any rights other than to use the App in accordance with the license granted and subject to all terms and conditions of this Agreement. Jamf and its licensors retain their entire right, title and interest in and to the App, including all intellectual property and other proprietary rights worldwide, including patents, copyrights, trademarks, service marks, trade names, domain name rights, know-how, moral rights, trade secrets and all other intellectual or industrial property, including applications, registrations, renewals and extensions of such rights (“Intellectual Property Rights”).
c) Third-party Acknowledgements. The App may use or include open-source and third-party software and other copyrighted material. Such software and your use of the App is subject to any applicable third-party licenses set forth within the App or that we otherwise make available to you. The terms and conditions of those third-party licenses will govern your use of that third-party or open-source software. Jamf represents that it has the right to use and distribute any open-source and third-party software used in the App. Jamf will maintain compliance with all applicable open-source and third-party software licenses during the term of this Agreement.
d) Updates. Jamf may from time to time in its sole discretion develop and provide upgrades, bug fixes, patches, other error corrections to and/or new features of the App (“Updates”). Updates may modify or delete in their entirety certain features and functionality. You agree that Jamf has no obligation to provide any Updates or to continue to provide or enable any features or functionality. Based on your device settings and when your device is connected to the internet, either:
i) The App will automatically download and install all available Updates; or
ii) You may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to all terms of this Agreement.
2. Use Restrictions. You will not, except as expressly permitted by this Agreement:
a) Copy, reproduce, distribute, transfer, rent, lend, loan, lease or sublicense any portion of the App or otherwise make available the App, or any features or functionality of the App, to any third party for any reason;
b) Use or permit the App to be used to perform services for third parties, whether on a service bureau, SaaS, time sharing basis or otherwise;
c) Modify, translate, adapt or otherwise create derivative works or improvements based in whole or in part on the App;
d) Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the App or any part thereof;
e) Remove, delete, alter or obscure any trademarks or other Intellectual Property Rights notices from the App, including any copy thereof;
f) Use access to the App to develop products, systems or services similar to or competitive with the App or develop methods to enable unauthorized parties to use, recreate or infringe upon the Intellectual Property Rights in and to the App;
g) Upload any files or content to the App that contain viruses or harmful computer code or violates any Intellectual Property Rights, proprietary rights or privacy rights of others;
h) Attempt to obtain access to any Jamf hardware, programs or data beyond the scope of the permitted access we grant you;
i) Use any automated or manual process to interfere with, modify or attempt to interfere with or modify the App; or
j) Contest or challenge the ownership or validity of, or adopt, apply for, register or otherwise seek to legally protect any of Jamf’s Intellectual Property Rights related to the App, or aid or abet others in doing so, either during the term of this Agreement or after.
3. Your Obligations and Representations.
a) Access. You must provide at your expense, as applicable, all devices, services, equipment, software, current operating systems, Internet service, Wi-Fi or cellular service as necessary to use the App. You are responsible for ensuring that your devices, services, equipment and/or software do not disturb or interfere with Jamf’s operations or the operations of other users of the App. If any modification to the App requires changes in your devices, services, equipment or software, you must effect these changes at your own expense. Unless explicitly stated otherwise, any new or additional features that augment or enhance the App, including all Updates, will be subject to the terms and conditions of this Agreement. JAMF HAS NO LIABILITY FOR ANY WI-FI OR CONNECTIVITY FAILURES OR FAILURE TO PROVIDE ANY CONNECTIONS OR NOTIFICATIONS FOR ANY REASON.
b) Setup Details and Credentials. To the extent credentials are required for your setup and use of the App, you must enter your own credentials. You agree to keep all setup and credential details private and to not share them with anyone else and you will implement reasonable safeguards to prevent unauthorized access to or unauthorized use of the App. You are solely responsible for all activities conducted under your credentials. JAMF EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY LOSS OR THEFT OF INFORMATION YOU ENTER INTO THE APP.
c) Representations. You represent and warrant that (i) you own or have the right to use any information you enter into the App, including any personal information and to provide it to Jamf and grant Jamf the rights to use it in connection with our provision of the App to you; (ii) you have all the requisite power and authority to enter into this Agreement; (iii) you shall use the App only for lawful purposes, and will comply at all times with all applicable federal, state, and local laws and regulations applicable to the use of the same; and iv) you shall use the App only for your personal or internal business needs, and for no other commercial or third-party use.
4. Term and Termination. The term of this Agreement will begin when you download and install or otherwise begin using the App and/or otherwise acknowledge your acceptance and will continue in effect until terminated. Jamf may, at its election and in its sole discretion, terminate this Agreement and your license, access or use of all or any portion of the App at any time at will and with or without cause. Jamf is further entitled to obtain injunctive relief if your use of the App is in violation of any restrictions set forth in this Agreement. You may terminate this Agreement by deleting the App and all copies from your device(s). Upon termination, you must cease using and accessing the App.
5. DISCLAIMER OF WARRANTIES. JAMF PROVIDES THE APP “AS IS” AND MAKES NO WARRANTIES REGARDING THE APP. NO ORAL INFORMATION OR ADVICE GIVEN BY JAMF WILL CREATE ANY WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JAMF DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. JAMF DOES NOT WARRANT AGAINST ALL INTERFERENCE WITH YOUR ENJOYMENT OF THE APP, THAT THE FUNCTIONS CONTAINED IN THE APP WILL MEET YOUR NEEDS, THAT THE OPERATION OF THE APP WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT JAMF WILL CORRECT DEFECTS IN THE APP. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE APP IS WITH YOU.
6. App Store Disclaimer. This Agreement is between you and Jamf, not any other entity such as Google, Inc., Apple, Inc., or Amazon.com, Inc., or any other third party through which you obtain any mobile application or the App (collectively and individually “Third-Party App Stores”), and in no event will any Third-Party App Store be obligated to provide maintenance or support for the App; any warranty granted in this Agreement; or any indemnity for Intellectual Property Rights violations of the App. You are bound by any applicable terms set forth in relation to any such Third-Party App Stores. As to an app downloaded from Apple's app store, the license herein to the App is only to use the App to comply with any warranty as set forth herein. You must contact Jamf and not any Third-Party App Stores, regarding any claims that the App fails to conform to any applicable legal or regulatory requirement, or any claims arising under any consumer protection, privacy, or similar legislation. Third-Party App Stores and their subsidiaries will be third party beneficiaries to this Agreement and will have the right to enforce this Agreement against you.
7. LIMITATION OF JAMF LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL JAMF BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTIAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY TYPE, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LOST SAVINGS, LOST DATA, PROPERTY DAMAGE, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA ARISING OUT OF OR RELATING TO THIS AGREEMENT OR USE OF THE APP, EVEN IF JAMF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT WILL JAMF’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APP, EXCEED THE GREATER OF THE PURCHASE PRICE FOR THE APP THAT IS THE SUBJECT OF ANY LIABILITY CLAIM OR THE MINIMUM AMOUNT ALLOWED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
8. Indemnity. You will, to the fullest extent permitted by law, indemnify Jamf, and its officers, directors, shareholders, employees and agents and their respective successors and assigns (collectively, the “Indemnified Parties”) against and hold the Indemnified Parties harmless from any and all claims, losses, liabilities, damages, judgments, awards, settlements, costs and expenses, including reasonable attorneys' fees in connection with investigating, defending or settling any claim relating to or arising out of any breach by you of this Agreement, your implementation or use of the App in a way that infringes or misappropriates any third party’s Intellectual Property Rights or violates applicable law or any acts or omissions on the part of you which gives rise to claims against the Indemnified Parties.
9. Export Regulation. The App may be subject to export laws and regulations of the United States and other jurisdictions. You will not, directly or indirectly, export, re-export or release the App or make the App accessible from any jurisdiction or country to which export, re-export or release is prohibited by law or regulation. You will not access or use the App in any United States-embargoed country or in breach of any applicable export laws or regulations. Both Parties represent that they are not named on any United States government denied-party list or is owned by entities or individuals named to any United States government denied-party list.
10. U.S. Government Rights. The App is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the U.S. Government or any contractor therefor, you receive only those rights with respect to the App as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.
11. Choice of Law, Jurisdiction and Venue.
a) Choice of Law. The laws of the State of Minnesota will apply to this Agreement, without regard to any conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded, will not apply to this Agreement. Article 2 of the Uniform Commercial Code does not apply to the relationship created by this Agreement between Jamf and you.
b) Jurisdiction and Venue.
i) U.S. Customers. If you are located in the United States of America, the sole and exclusive jurisdiction and venue for actions arising under this Agreement will be the federal and state courts located in Minneapolis, Minnesota. Customer agrees to this exclusive venue, to personal jurisdiction of these courts and to service of process in accordance with their rules of civil procedure and waives any objection that this venue is not convenient.
ii) International Customers. If you are located outside of the United States of America, any dispute will be submitted to binding arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”) then in effect in New York, New York in the United States of America. Arbitration will be conducted in the English language. The Parties will choose a single commercial arbitrator with substantial experience in software licensing and contract disputes. If the Parties are unable to choose an arbitrator within 10 days after an arbitration request, then a single arbitrator will be selected in accordance with the ICC Rules. The arbitrator will have the authority to grant specific performance and to allocate between the Parties the costs and expenses of arbitration in such equitable manner as the arbitrator may determine. Application may be made to a court having jurisdiction for acceptance, entry and/or an order for enforcement of the arbitrator’s award.
c) Injunctive Relief. Jamf may institute an action in a court of proper jurisdiction for injunctive relief at any time.
12. Privacy. Information collected about you is generally governed by Jamf’s Privacy Policy, which can be viewed at https://www.jamf.com/privacy-policy/. Jamf may use and disclose your information in special instances when Jamf has reason to believe disclosing this information is necessary to investigate, identify, contact or bring legal action against someone who may be causing injury to or interfering with Jamf's rights or property, other App users or anyone else. Jamf may disclose information when subpoenaed; if ordered or otherwise required by a court of law, arbitrator or other similar proceeding or the rules governing such a proceeding; for government investigations with government agencies if required by law; to exercise, establish or defend Jamf's rights; to protect your vital interests or those of any other third party; and when Jamf otherwise believes in good faith that any applicable law requires it.
13. General Provisions.
a) Optional Feedback. You may provide Jamf suggestions, recommendations or feedback (“Feedback”) about the App. You warrant to Jamf that Feedback does not contain and/or infringe any third-party rights. If you provide Feedback to us, we may use it without restriction and you irrevocably assign to Jamf all right, title and interest in and to that Feedback.
b) Entire Agreement. This Agreement together with the information referred to or linked to by this Agreement, all of which are incorporated herein, sets forth the entire agreement and understanding between Jamf and you regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter.
c) Waiver. Either party’s waiver of a breach of any provision of this Agreement will not operate as or be construed as a waiver of any further or subsequent breach.
d) Force Majeure. Neither Party will be liable for damages for any delay or failure in performance or delivery arising out of causes beyond its reasonable control, including but not limited to, labor strikes, acts of God, epidemic or pandemic as declared by the World Health Organization, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions or electrical or communications failures.
e) Survival. Provisions of this Agreement which by their nature are to be performed or enforced following any termination of this Agreement will survive termination.
f) Independence. The parties are independent from each other. This Agreement does not create a partnership, an agency, employment, fiduciary or joint venture relationship between us for any purpose and neither Party may make commitments on the other’s behalf
g) Assignment. Jamf may assign this Agreement to an Affiliate or in connection with a merger or the sale of substantially all our assets.
h) Binding Effect. This Agreement is binding on and inures to the benefit of the Parties, their successors and permitted assigns.
i) Unenforceability and Severability. If any part of this Agreement is for any reason held to be unenforceable, the rest of the Agreement remains fully enforceable.
j) Translations. If this Agreement is translated into languages other than English, only the English version will control.
k) Headings. The headings are for convenience only and do not affect the interpretation of this Agreement.
Contact Information for any questions, complaints or claims:
Jamf Software, LLC
100 S. Washington Ave., Suite 1100
Minneapolis, MN 55401
legal@jamf.com
Copyright 2021, JAMF Software, LLC
All Rights Reserved.