Master Subscription Agreement 

As part of JERA’s Supplyit™ Service, JERA will provide you with use of the Service, including a browser interface and data transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the JERA website incorporated by reference herein, including but not limited to JERA’s privacy policy and all Contracts completed by you and accepted by JERA. For reference, a Definitions section is included at the end of this Agreement.

1. Privacy & Security; Disclosure

JERA’s privacy policy may be viewed at http://www.jeraconcepts.com.

JERA reserves the right to modify its privacy policy in its reasonable discretion from time to time upon email notice to the Legal Notices Contact designated in the Contract.  Note that because the Service is a hosted, online application, JERA occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service.

2. Usage Grant & Restrictions

 JERA hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement.  All rights not expressly granted to you are reserved by JERA and its licensors.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

You may use the Service only for your internal business purposes and shall not:  (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (v) take any action, or omit to take any action, if such act or omission would subject JERA to liability under any applicable law, rule or regulation; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.  You shall: (i) notify JERA immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to JERA immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another JERA user or provide false identity information to gain access to or use the Service.  

4. Account Information and Data

JERA does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”).  You, not JERA, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and JERA shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Customer can download, export or remove Customer Data using JERA’s data exchange or API from the JERA Supplyit™ platform, and Customer is solely responsible for any such download, export or removal. Customer is responsible for downloading Customer Data prior to termination if Customer requires access to such data. Upon termination, account will be inactivated and access to Customer Data will cease. JERA shall have no obligation to maintain or forward any Customer Data upon termination.  JERA reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause pursuant to Section 13 below, your right to access or use Customer Data immediately ceases, and JERA shall have no obligation to maintain or forward any Customer Data.

5. Data Security

For purposes of this Section, “PII” means information relating to an identified or identifiable natural person that you provide to JERA or that JERA otherwise acquires from or on behalf of you, your affiliates or any of their respective personnel or agents in connection with the provision of services under this Agreement, whether in written, oral, electronic, or other form, and any copies thereof.  An identifiable person is a person who can be identified, directly or indirectly, by reference to an identification number or factors specific to his or her physical, physiological, mental, economic, cultural or social identity.  Examples of PII include, but are not limited to, the following: account number (bank account, credit card, etc.), address, biometric identifier, license or identification number, date of birth, government identifiers (such as social security numbers), name, personnel number, photograph or video identifiable to an individual, vehicle identifier or serial number, and may also include other information related to an individual that may directly or indirectly identify the individual (e.g. salary, performance rating, purchase history, call history, etc.).

JERA will implement and maintain reasonable and appropriate administrative, technical, and physical safeguards to (i) ensure the security and confidentiality of PII; (ii) protect against anticipated threats or hazards to the security or integrity of PII; and (iii) protect PII from loss, misuse and unauthorized access, disclosure, alteration and destruction, taking into due account the risks involved in the processing and the nature of the PII.  

JERA shall comply with the confidentiality, privacy, and data security requirements of any federal, state, or local law or regulation in the United States that is applicable to it in connection with the performance of services under this Agreement.  To the extent that any PII relates to a resident of Massachusetts and constitutes “Personal Information” as defined in 201 CMR 17.02 (as may be amended), JERA shall also comply with the obligations of 201 CMR 17.00 et. seq. (as may be amended), entitled “Standards for the Protection of Personal Information of Residents of the Commonwealth”, with respect to such PII.

If your business is located in any of the member states of the European Union, or otherwise has access to the PII of “data subjects” within the European Union for purposes of the European Union’s General Data Protection Regulation (GDPR), https://gdpr-info.eu, you agree to notify JERA in writing or by e-mail and obtain JERA’s consent prior to making any such PII available to JERA, and to indemnify JERA and hold it harmless from and against any liability JERA may incur as a result of JERA’s use of such PII in accordance with the provisions of this Section and JERA’s privacy policy.

6. Confidentiality

By virtue of this Agreement, the parties may have access to information that the discloser deems to be confidential or proprietary (“Proprietary Information”).  Proprietary Information includes information in any medium previously disclosed or currently or subsequently disclosed by one party to the other, or the other learns from the discloser, relating to the Service, the properties, composition or structure of either thereof, or the business of JERA or any user of the Service (including, without limitation, computer programs, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, and financial information, product development plans, forecasts, strategies and information), such information is the confidential property of the disclosing party.  Each party recognizes and acknowledges that the other’s Proprietary Information (and the confidential nature thereof) is critical to the business of the discloser and that the discloser would not enter into this Agreement without assurance that its Proprietary Information and the value thereof shall be protected as provided in this Section and elsewhere in this Agreement.

Each recipient agrees (i) to hold each discloser’s Proprietary Information in confidence as a fiduciary and to protect it by using the same degree of care that it uses to protect its own information of a similar nature, but in no event less than reasonable precautions, (ii) not to divulge any such Proprietary Information or any information derived therefrom to any third person other than disclosures to (a) such party’s legal and accounting advisors, (b) affiliates of the receiving party and (c) to the extent reasonably required to enforce such party’s rights hereunder, and (iii) not to make any use whatsoever at any time of such Proprietary Information except as expressly authorized in this Agreement.  Any employee, agent or third party given access to any such Proprietary Information in accordance with this Section 10.2 must have a legitimate “need to know” and shall be similarly bound in writing.  A recipient’s obligations under this Section 10.2 shall terminate five (5) years after the termination date of this Agreement.

Proprietary Information does not include any information the other can document (i) is already known to such party at the time of disclosure without restriction or breach of any agreement; (ii) is obtained from a third party without restriction or breach of this Agreement; (iii) is public information or becomes public through no fault of the party to whom such information has been disclosed; (iv) is independently developed by such party without access to the Proprietary Information; or (v) is required to be disclosed by law, subpoena or court order (provided that the disclosing party shall notify the other party of any such requirement prior to disclosure in order to afford such other party an opportunity to seek a protective order to prevent or limit disclosure).  

Each party acknowledges and agrees that due to the unique nature of the other’s Proprietary Information, there may be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the breaching party or third parties to unfairly compete with the party whose information was disclosed resulting in irreparable harm to it and, therefore, that upon any such breach or any threat thereof, the party whose information was disclosed will be entitled to apply for appropriate equitable relief in addition to whatever remedies it might have at law, in connection with any breach or enforcement of the other’s obligations hereunder or the unauthorized use or release of any such Proprietary Information.  A breaching party shall notify the other in writing immediately upon the occurrence of any such unauthorized release or other breach.

7. Intellectual Property Ownership

JERA alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights to JERA’s Technology, Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, JERA’s Technology or the Intellectual Property Rights owned by JERA. The JERA name, the JERA logo, and the product names associated with the Service are trademarks of JERA or third parties, and no right or license is granted to use them.

8. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. JERA and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. JERA does not endorse any sites on the Internet that are linked through the Service. JERA provides these links to you only as a matter of convenience, and in no event shall JERA or its licensors be responsible for any content, products, or other materials on or available from such sites.  JERA provides the Service to you pursuant to the terms and conditions of this Agreement.  You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different terms prior to your use of or access to such software, hardware or services.

9. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the Contract which outlines monthly subscription fees and payment terms and the Customer Proposal and Estimate which outline set up, training and reimbursable fees. The monthly subscription charges will be equal to the number of active locations in a service tier in the account times the current monthly subscription rate for the tier. If a new location is added in the middle of a billing period, the fee charged will be equal to the current rate for that billing period and will not be prorated. Locations activated after the first of the month will be billed in the next month for the prior months access, as well as for the current months access. Payments may be made annually, semi-annually, monthly, or quarterly, or as otherwise mutually agreed upon by Customer and JERA. In the absence of an agreement, payments are due on the 6th of each month for that month’s access to the Supplyit platform.

Added locations will be subject to the following: (i) added locations will be coterminous with the preexisting Term (either Initial Term or renewal term); (ii) additional location(s) will be charged the current, generally applicable fee; and (iii) locations added in the middle of a billing period will be charged in full for that billing period. Locations may be inactivated from the account with written notice.

You are responsible for paying for all active locations in an account until a location is requested to be inactivated in writing.  If JERA inactivates a location from your account, upon your request, you are not liable for any payments for the inactivated location for the remainder of the Term except for the current billing period in which the location was inactivated. JERA reserves the right to modify its fees and charges and to introduce new charges at any time. However, if the Customer Contract specifies a Pricing Term, JERA will honor the Contract Pricing for the current specified payment term. All pricing terms are confidential, and you agree not to disclose them to any third party. In the event you activate a previously inactivated location, such location shall be added as a new location for purposes of this Agreement and shall be priced at JERA's then current rates.

10. Billing and Renewal

JERA charges and collects in advance for use of the Service. JERA will automatically collect funds at the beginning of each billing period from your EFT account for usage of the service or you may choose to initiate your own EFT. Alternate payment forms must be mutually agreed upon by both parties. Regardless of how you pay, payment is due on the 6th of the current month of service.

Unless you elect not to renew the Service as provided in Section 12 below, term renewals will take place automatically at the end of each term. If no new term is agreed upon, use of the Service will continue at JERA’s current subscription rates that are in effect at the time and the billing periods will remain the same as during the previous term. Fees for other services will be charged on an as-quoted basis. JERA’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on JERA’s income.

You agree to provide JERA with complete and accurate billing and contact information. You agree to update this information within 30 days of any change by notice to JERA as provided in this Agreement. If the contact information you have provided is false or fraudulent, JERA reserves the right to terminate your access to the Service in addition to any other legal remedies.  

Unless JERA in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes (“U.S. Customers”); all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of JERA (“Non-U.S.Customers”).

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

11. Non-Payment and Suspension

In addition to any other rights granted to JERA herein, JERA reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for all locations during any period of suspension. If you or JERA initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that JERA may charge such unpaid fees to your EFT account or otherwise bill you for such unpaid fees.

JERA reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service.  You agree and acknowledge that JERA has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

12. Termination Other Than for Cause

This Agreement commences on the Effective Date in the Contract and will continue for the Initial Term set forth in the Contract. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at JERA’s then current fees or as outlined in the Contract Pricing Term unless you elect to terminate this Agreement by written notice delivered to JERA not later than 30 days prior to the expiration of the then current term.  In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination.  In the event you wish to terminate any service provided under this Agreement with JERA other than as set forth above, you will be assessed an early termination fee in an amount equal to the total periodic fees described in the Contract multiplied by the number of billing periods remaining in the then current term.  In the event this Agreement is terminated under this Section 12, Customer is responsible for downloading Customer Data prior to termination if Customer requires access to such data. You agree and acknowledge that JERA has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

13. Termination for Cause

In addition, JERA may terminate this Agreement at any time upon your material breach of this Agreement that is not cured within ten (10) days of notice from JERA.  Any breach of your payment obligations or unauthorized use of the JERA’s Technology or Service will be deemed a material breach of this Agreement.  JERA, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, JERA may terminate a free account at any time in its sole discretion. You agree and acknowledge that JERA has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within ten (10) days of notice of such breach.

14. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.  JERA represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online JERA help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

15. Mutual Indemnification

You shall indemnify and hold JERA, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party, or violates any applicable law, rule or regulation; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement,  provided in any such case that JERA (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release JERA of all liability and such settlement does not affect JERA’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

JERA shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by JERA of its representations or warranties; or (iii) a claim arising from breach of this Agreement by JERA; provided that you (a) promptly give written notice of the claim to JERA; (b) give JERA sole control of the defense and settlement of the claim (provided that JERA may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to JERA all available information and assistance; and (d) have not compromised or settled such claim. JERA shall have no indemnification obligation, and you shall indemnify JERA pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(es).

16. Disclaimer of Warranties

JERA AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. JERA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY JERA AND ITS LICENSORS.

17. Internet Delays

JERA’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.  JERA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.  

18. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

20. Local Laws and Export Control; Foreign Corrupt Practices Act

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. Both JERA and the user of this site (“User”) acknowledge and agree that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland  and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

JERA and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons or missile projects, unless specifically authorized by the United States government or appropriate European or Swiss body for such purposes.

JERA represents and warrants that, in connection with the Service, JERA and any person or entity acting on its behalf has complied and will continue to comply with the U. S. Foreign Corrupt Practices Act (15 U.S.C. Section 78dd-1, et. seq.) as amended (“FCPA”), and all other applicable anti-corruption laws, rules and regulations.  As a general description, the FCPA prohibits corrupt payments, including offering or promising money, gifts or anything of value, to foreign officials for the purpose of obtaining or keeping business.  JERA shall notify you as soon as reasonably practicable of any change in circumstances that renders these representations or warranties inaccurate.  

21. Notice

JERA may give notice by means of a general notice by electronic mail to your e-mail address specified in the Contract or by written communication sent by first class mail or pre-paid post to your address on record in the Contract. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to JERA (such notice shall be deemed given when received by JERA) at any time by any of the following: letter sent by confirmed facsimile to JERA at the following fax numbers (whichever is appropriate): (508) 964-0089; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to JERA at the following address: JERA Concepts LLC., P.O. Box 518, Hopkinton, MA 01748 in either case, addressed to the attention of: Chief Financial Officer.

22. Modification to Terms

JERA reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service, and will notify you of same by electronic mail to your email address specified in the Contract. You will have the right to “opt out” of such changes by delivering written notice to JERA within ten (10) days after you receive notice of such changes.  Upon JERA’s receipt of your “opt out” notice, you will be allowed to continue under the terms of this Agreement in effect prior to such changes, unless JERA notifies you in writing that any such changes are required for JERA to comply with applicable laws, rules and regulations (“Required Changes”), in which case your use of the Service will be governed by such Required Changes.  Continued use of the Service after such 10-day period shall constitute your consent to such changes.  

23. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of JERA but may be assigned without your consent by JERA to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.  Any actual or proposed change in control of you that results or would result in a direct competitor of JERA directly or indirectly owning or controlling 50% or more of your voting equity securities shall entitle JERA to terminate this Agreement for cause immediately upon written notice.

24. General

This Agreement shall be governed by Delaware law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and JERA as a result of this agreement or use of the Service. The failure of JERA to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by JERA in writing. This Agreement, together with any applicable Form and policies, comprises the entire agreement between you and JERA and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

25. Definitions

As used in this Agreement and in any Contract now or hereafter associated herewith: “Agreement” means this Master Subscription Agreement as amended or supplemented from time to time as provided herein, any Contract, whether written or submitted online via JERA’s website, and any materials available on the JERA website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by JERA from time to time in its sole discretion; “Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; “Customer Data” means any data, information or material provided or submitted by you to the Service in the course of using the Service; “Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed, the Effective date on the subscription form or the date you begin using the Service; “Initial Term” means the initial period during which you are obligated to pay for the Service pursuant to the Contract(s); “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “Account Administrator(s)” means those Users designated by you who are authorized request additional locations or by executing written Contracts to create Location accounts and otherwise administer your use of the Service; “Usage Term(s)” means the period(s) during which a specified number of Locations are allowed to use the Service pursuant to the Contact(s); “Contract(s)” means the form evidencing your initial subscription for the Service executed and delivered by both you and JERA and any subsequent Contracts submitted online or in written form, each such Contract to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Contract, the terms of this Agreement shall prevail); “Online Order Center” means JERA’s online application that allows the Account Administrator designated by you to, among other things, request additional Locations be added to the Service; “JERA” means collectively JERA Concepts LLC, a Massachusetts LLC, having its principal place of business at 17 Fruit Street, Hopkinton, Massachusetts 01748, together with its licensors, subsidiaries and affiliates if any; “JERA’s Technology” means all of JERA’s proprietary technology  (including  software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by JERA in providing the Service; “Service(s)” means the specific modules of JERA’s Supplyit™ online subscription based tools and any other services developed, operated, and maintained by JERA and identified in a Contract, accessible via www.jeraconcepts.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by JERA, to which you are being granted access under this Agreement, including JERA’s Technology and the Content; and “User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by JERA at your request).

Questions or Additional Information:

Jera Concepts LLC

ATTN: Customer Care

P.O. Box 518

Hopkinton, Massachusetts 01748

Tel.:  (508) 686 8090

Copyright 2000-2018 JERA Concepts LLC. All rights reserved.