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This agreement is between jTask, Inc., a California corporation (jTask), and the entity or individual
agreeing to these terms (Customer). It is dated as of the date jTask signs below.
This agreement provides Customer access and usage of an Internet based
software service as specified on an order form and as further outlined at: www.jtask.com (Service).
All data uploaded by Customer remains the sole property of Customer,
as between jTask and Customer (Customer Data). Customer grants jTask the right to use the Customer
Data solely for purposes of performing under this agreement. During the term of this agreement,
Customer may only export its Customer Data as allowed from within the Service in either Xhtml, XLS or PPT
Customer may allow its contractors to access the Services in
compliance with the terms of this agreement, which access must be for the sole benefit of Customer.
Customer is responsible for the compliance with this agreement by its contractors.
Customer (i) must keep its passwords secure and confidential; (ii) is
solely responsible for Customer Data and all activity in its account in the Service; (iii) must use
commercially reasonable efforts to prevent unauthorized access to its account, and notify jTask promptly
of any such unauthorized access; and (iv) may use the Service only in accordance with the Service's Help and Online Documentation and applicable law.
jTask must provide customer support for the Service under the terms of jTask's
Customer Support Policy (Support) which is located in the footer of all site pages and is incorporated into this agreement for all purposes.
If Customer has registered for a trial use of the Service, Customer may
access the Service for a 30-day time period (unless extended by jTask in writing). The Service is provided
AS IS, with no warranty during this time period. All Customer data will be deleted after the trial period,
unless Customer converts its account to a paid Service.
jTask warrants to Customer: (i) that commercially reasonable efforts will be made to
maintain the online availability of the Service for a minimum of availability in any given month as
provided in the chart below (excluding scheduled outages, force majeure, and outages that result from
any Customer technology issues); (ii) the functionality or features of the Service may change but will not
materially decrease during a paid term; and (iii) that the Support may change but will not materially
degrade during any paid term.
Availability Warranty Credit 98%
3% of monthly fee for each full hour of an outage (beyond the warranty)
Maximum amount of the credit is 100% of the fee for such month.
The Service may be interrupted or contain an error. Customer's exclusive
remedy and jTask's sole obligation for its failure to meet the warranty in A (i) above will be for jTask to
provide a credit for the applicable month as provided in the chart above (if this agreement is not
renewed, then a refund), for the month; provided that Customer notifies jTask of such breach within 30
days of the end of that month.
jTask disclaims all other warranties, including, without limitation, the implied
warranties of merchantability, title and fitness for a particular purpose. While jTask takes reasonable
physical, technical and administrative measure to secure the Service, jTask does not guaranty that the
Service cannot be compromised.
Customer must pay all fees as specified on the order, but if not specified then within
30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding,
VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which
orders are governed by the terms of this agreement.
Confidential Information means all non-public
information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing,
that is designated as confidential or that reasonably should be understood to be confidential given the
nature of the information and the circumstances of disclosure (Confidential Information). jTask's
Confidential Information includes without limitation the Service (including without limitation the Service
user interface design and layout, and pricing information).
The Recipient must use the same degree of care that it
uses to protect the confidentiality of its own confidential information (but in no event less than
reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose
outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit
access to Confidential Information of Discloser to those of its employees and contractors who need such
access for purposes consistent with this agreement and who have signed confidentiality agreements
with Recipient no less restrictive than the confidentiality terms of this agreement.
Confidential Information excludes information that: (i) is or becomes generally known
to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to
its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received
from a third party without breach of any obligation owed to Discloser, or (iv) was independently
developed by the Recipient without use or access to the Confidential Information. The Recipient may
disclose Confidential Information to the extent required by law or court order, but will provide Discloser
with advance notice to seek a protective order.
The software, workflow processes, user interface, designs, know-how, and
other technologies provided by jTask as part of the Service are the proprietary property of jTask and its
licensors, and all right, title and interest in and to such items, including all associated intellectual
property rights, remain only with jTask. Customer may not remove or modify any proprietary marking or
restrictive legends in the Service. jTask reserves all rights unless expressly granted in this agreement.
Customer may not (i) sell, resell, rent or lease the Service or use it in a service
provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails,
libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in
violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service;
(iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse
engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any
feature, function or graphic for competitive purposes.
This agreement continues until all orders have terminated (Term).
If either party is in material breach of this agreement,
the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the
breach has not been cured.
Upon termination of this agreement for any
reason, Customer must pay jTask for any unpaid amounts, and destroy or return all property of jTask.
Upon jTask's request, Customer will confirm in writing its compliance with this destruction or return
jTask may temporarily suspend the Service or
remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the
Service, Customer has violated a law. jTask will attempt to contact Customer in advance.
jTask is not liable for any indirect, special, incidental or
consequential damages arising out of or related to this agreement (including, without limitation, costs of
delay; loss of data, records or information; lost profits and any failure of delivery of the Service).
jTask's liability for all damages arising out of or related to this agreement
(whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 12
month period prior to the event that gave rise to the liability.
jTask will defend or settle any third party claim against Customer
to the extent that such claim alleges that jTask technology used to provide the Service violates a
copyright, patent, trademark or other intellectual property right, if Customer, promptly notifies jTask of
the claim in writing, cooperates with jTask in the defense, and allows jTask to solely control the defense
or settlement of the claim.
Costs. jTask will pay infringement claim defense costs incurred as part of its obligations above, and jTask
negotiated settlement amounts, and court awarded damages.
Process. If such a claim appears likely, then jTask may modify the Service, procure the necessary rights,
or replace it with the functional equivalent. If jTask determines that none of these are reasonably
available, then jTask may terminate the Service and refund any prepaid and unused fees.
Exclusions. jTask has no obligation for any claim arising from:
This section contains Customer's exclusive remedies and jTask's sole liability for intellectual property
If a third-party claims against jTask that any part of the Customer Data infringes or
violates that party's patent, copyright or other right, Customer will defend jTask against that claim at
Customer's expense and pay all costs, damages, and attorney's fees, that a court finally awards or that
are included in a settlement approved by Customer, provided that jTask: promptly notifies Customer in
writing of the claim; and allows Customer to control, and cooperates with Customer in, the defense and
any related settlement.
This agreement is governed by the laws of the State of California
(without regard to conflicts of law principles) for any dispute between the parties or relating in any way
to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the
federal or state courts for Palo Alto, California, and Customer submits to this personal jurisdiction and
venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party.
This agreement constitutes the entire agreement between the
parties and supersedes any prior or contemporaneous negotiations or agreements, whether oral or
written, related to this subject matter. Customer is not relying on any representation concerning this
subject matter, oral or written, not included in this agreement. No representation, promise or
inducement not included in this agreement is binding. No modification of this agreement is effective
unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in
Neither party may assign or transfer this agreement or an order to a third party,
except that this agreement with all orders may be assigned, without the consent of the other party, as
part of a merger, or sale of substantially all the assets, of a party.
The parties are independent contractors with respect to each other.
If any term of this agreement is invalid or unenforceable, the
other terms remain in effect. Neither party is liable for events beyond their reasonable control, including without limitation force majeure events.
Any breach by a party of this agreement or violation of the other
party's intellectual property rights could cause irreparable injury or harm to the other party. The other
party may seek a court order to stop any breach or avoid any future breach.
jTask rejects additional or conflicting terms of any Customer form-purchasing document.
If there is an inconsistency between this agreement and an order, the order prevails.
Any terms that by their nature survive termination of this
agreement for a party to assert its rights and receive the protections of this agreement, will survive. The
UN Convention on Contracts for the International Sale of Goods does not apply.
Customer allows jTask to use its name and logo in its marketing communications and materials, in accordance with Customer's trademark guidelines and policies.