Jemmworks Terms Of Use

JEMMWORKS TERMS OF USE

Last Updated: 10/18/22

By using the Jemmworks website, online platform, and/or mobile apps (collectively, the “Jemmworks Platform”), you agree to be bound by these Terms of Use, our Privacy Policy, and any additional terms and conditions that are referenced herein or that otherwise may apply to specific sections of the Jemmworks Platform, or to services and products that we make available to you through the Jemmworks Platform (all of which are deemed part of these Terms of Use). Accessing the Jemmworks Platform, in any manner, whether automated or otherwise, constitutes use of the Jemmworks Platform and your agreement to be bound by these Terms of Use.

Jemmworks, LLC, (“Jemmworks”, “we”, “us” or “our”) reserves the right to change these Terms of Use or to impose new conditions on use of the Jemmworks Platform, from time to time, in which case we will post the revised Terms of Use on the website and update the "Last Updated" date to reflect the date of the changes. By continuing to use the Jemmworks Platform after we post any such changes, you accept the Terms of Use, as modified.

We also reserve the right to deny access to the Jemmworks Platform or any features of the Jemmworks Platform to anyone who violates these Terms of Use or who, in our sole judgment, interferes with the ability of others to enjoy the Jemmworks Platform or infringes upon the rights of others.

Rights and Restrictions Relating to Jemmworks Platform Content

Your Limited Right to Use Jemmworks Platform Materials

The Jemmworks Platform and all the materials available on the Jemmworks Platform are the property of us and/or our affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws. The Jemmworks Platform is provided solely for your personal noncommercial use. You may not use the Jemmworks Platform or the materials available on the Jemmworks Platform in a manner that constitutes an infringement of our rights or that has not been authorized by us. More specifically, unless explicitly authorized in these Terms of Use or by the owner of the materials, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Jemmworks Platform. You may, however, from time to time, download and/or print one copy of individual pages of the Jemmworks Platform for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices. For information about requesting permission to reproduce or distribute materials from the Jemmworks Platform, please contact us at info@jemmworks.com.

Our Right to Use Materials You Submit or Post

When you submit or post any material via the Jemmworks Platform, you grant us, and anyone authorized by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such material, in whole or in part, in any manner or medium (whether now known or hereafter developed), for any purpose that we choose. The foregoing grant includes the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark or patent laws that exist in any relevant jurisdiction. Also, in connection with the exercise of these rights, you grant us, and anyone authorized by us, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, as we deem appropriate. You understand that the technical processing and transmission of the Jemmworks Platform, including content submitted by you, may involve transmissions over various networks, and may involve changes to the content to conform and adapt it to technical requirements of connecting networks or devices. You will not receive any compensation of any kind for the use of any materials submitted by you.

How Jemmworks and JemmVouchers Work

Jemmworks’ mission is to help every employee lead a happy, healthy, and well-rounded life. We partner with employers who share that vision, and who want to provide their employees access to a wide range of classes, activities, industry talks, charities, self-improvement apps, and other products and services designed to improve each employee’s quality of life and ability to grow both personally and professionally.

We accomplish the above by promoting and selling vouchers known as JemmVouchers (“JemmVouchers”) on behalf of local merchants and businesses (“Merchants”) via the Jemmworks Platform. Each JemmVoucher represents a specific service or product being sold by the Merchant (the “Merchant Offering”). Each registered user of Jemmworks (a “Jemmworks User”) has the ability to purchase JemmVouchers using jemms (“jemms”), which is the currency used on the Jemmworks Platform. JemmVouchers may only be purchased on the Jemmworks Platform.

On the first day of each calendar month, each Jemmworks User is provided a monthly budget of jemms which can be spent on JemmVouchers during that calendar month. Jemm budgets typically range from 20 to 60 jemms per month, depending on the price plan selected by the employer of the Jemmworks User (“Employer”). For more information on employer price plans, please visit the Jemmworks website.

The actual monetary value of a jemm is $5.00. All jemms are paid for by the Employer of the Jemmworks User prior to the beginning each calendar month. Unused jemms automatically carry over to the next month.

Certain Merchant Offerings, including but not limited to the availability and price of such Merchant Offerings, may change at any time in Jemmworks’ sole discretion, without notice.

Ownership of Jemmworks Platform

The Jemmworks Platform, and the infrastructure used to provide the Jemmworks Platform, are proprietary to us. By using the Jemmworks Platform and accepting these Terms of Use: (a) Jemmworks grants you a limited, personal, nontransferable, nonexclusive, revocable license to use the Jemmworks Platform pursuant to these Terms of Use and to any additional terms and policies set forth by Jemmworks; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell, or re-sell any content, software, products, or services obtained from or through the Jemmworks Platform without the express permission of Jemmworks.

Use of the Jemmworks Platform

As a condition of your use of the Jemmworks Platform, you agree that:

You have reached the age of majority in the state in which you reside;
You are able to create a binding legal obligation;
You are not barred from receiving products or services under applicable law;
You will not attempt to use the Jemmworks Platform with crawlers, robots, data mining, or extraction tools or any other functionality;
Your use of the Jemmworks Platform will at all times comply with these Terms of Use;
You will only make legitimate purchases that comply with the letter and spirit of the terms of the respective offers;
You will only make purchases on the Jemmworks Platform for your own use and enjoyment or as a gift for another person;
You have the right to provide any and all information you submit to the Jemmworks Platform, and all such information is accurate, true, current, and complete; and
You will update and correct information you have submitted to the Jemmworks Platform, including all account information, and ensure that it is accurate at all times.

Your Jemmworks account is personal to you and non-transferrable. You cannot sell, combine, or otherwise share it with any other person. Any violation of these Terms of Use, including, without limitation, failure to maintain updated and correct information about your account, will cause your account to fall out of good standing and we may cancel your account in our sole discretion. Further, your Jemmworks account may be cancelled by your Employer at any time, for any reason, in your Employer’s sole discretion.

If your Jemmworks account is cancelled by Jemmworks for any reason, you may forfeit any pending, current, or future jemms in your account, and any other forms of unredeemed value in your account without notice.

If you resign or are terminated by your Employer, your existing Jemmworks account will be immediately disabled and you will no longer be able to log in. However, the jemms you have accumulated to that date will not be lost. The balance of jemms in your account will be transferred to a new, personal Jemmworks account (not affiliated with your former Employer). You will be able to access your personal Jemmworks account, and spend your remaining jemms, for a period of up to six (6) months. After six months, your personal account will be shut down, and any jemms still remaining in your account will be forfeited.

IRS Considers Fringe Benefits to be Additional Income

The Internal Revenue Service considers most of the Merchant Offerings available on the Jemmworks Platform to be “fringe benefits”. As such, your Employer is required to add the value of Merchant Offerings to the Jemmworks’ User’s W-2 Form, 1099 Form, or other similar form, where it will be considered additional income, and taxed in accordance with applicable local, state and federal tax codes. If you believe that a specific Merchant Offering should not be taxable as income, please discuss with your employer.

It is the sole responsibility of the Employer and the Jemmworks User to ensure that all relevant tax codes and regulations are adhered to with regard to the use and purchase of JemmVouchers.

Merchant Responsibilities and Conditions

The Merchant, and not Jemmworks, is solely responsible for (i) providing all services and products described in the Merchant Offering and the Fine Print, (ii) handling all customer service and/or customer loyalty programs in connection with the Merchant Offering, (iii) any and all injuries, damages, costs, liabilities and claims arising out of, or relating to, the Merchant’s goods or services, and (iv) any unclaimed property liability arising out of JemmVouchers that are unredeemed or are only partially redeemed.

Upon termination, the provisions of these Terms of Use that are, by their nature, intended to survive termination (e.g., any disclaimers, all limitations of liability, and all indemnities) shall survive.IRS Considers Fringe Benefits to be Additional IncomeThe Internal Revenue Service considers most of the Merchant Offerings available on the Jemmworks Platform to be “fringe benefits”. As such, your Employer is required to add the value of Merchant Offerings to the Jemmworks’ User’s W-2 Form, 1099 Form, or other similar form, where it will be considered additional income, and taxed in accordance with applicable local, state and federal tax codes. If you believe that a specific Merchant Offering should not be taxable as income, please discuss with your employer.It is the sole responsibility of the Employer and the Jemmworks User to ensure that all relevant tax codes and regulations are adhered to with regard to the use and purchase of JemmVouchers.Merchant Responsibilities and ConditionsThe Merchant, and not Jemmworks, is solely responsible for (i) providing all services and products described in the Merchant Offering and the Fine Print, (ii) handling all customer service and/or customer loyalty programs in connection with the Merchant Offering, (iii) any and all injuries, damages, costs, liabilities and claims arising out of, or relating to, the Merchant’s goods or services, and (iv) any unclaimed property liability arising out of JemmVouchers that are unredeemed or are only partially redeemed.Each Merchant may impose its own terms and conditions on the use and/or redemption of any JemmVoucher(s). Except as otherwise stated on a JemmVoucher or required by law, the following terms and conditions apply to all JemmVouchers from all Merchants:

JemmVouchers cannot be combined with any other coupons, discounts, or promotions.
Jemmworks will refund or provide a credit (in the form of jemms credited to a Jemmworks User’s account) for any unredeemed, unexpired JemmVoucher if, after your reasonable efforts to redeem the JemmVoucher, (i) the Merchant does not honor the JemmVoucher prior to the expiration date; or (ii) the Merchant goes out of business prior to honoring the JemmVoucher.

Jemm Donations

All Jemmworks Users have the option to automatically donate the cash value of ten percent (10%) of their jemms to a charity each month. Jemmworks Users may select which charity will receive their monthly donation/s, provided that Jemmworks Users must select from a list of pre-approved charities provided by Jemmworks (the “Allowed Charities”) as described on the Jemmworks Platform. Jemmworks Users shall be entitled to deduct from their taxes the amount of any charitable donation/s made via the Jemmworks Platform, in accordance with local, state and federal tax law.

Charitable Activities

Jemmworks makes available to Jemmworks Users activities presented, facilitated by, and/or overseen by, non-profit charitable organizations (“Charitable Activities”). Unless otherwise stated in the JemmVoucher, Fine Print, or otherwise on the Jemmworks Platform, Jemmworks Users shall not be charged any Jemms to participate in Charitable Activities. The respective charitable organization named in the JemmVoucher, Fine Print, or otherwise on the Jemmworks Platform (the “Charity”), and not Jemmworks, is solely responsible for (i) providing all services, tools, information, and instructions related to a Charitable Activity, and (ii) any and all injuries, damages, costs, liabilities and claims arising out of, or relating to, the Charitable Activity.

Site Registration Process

To access the Jemmworks Platform and/or to purchase a JemmVoucher, (i) your Employer must sign up for a Jemmworks account and add you under the Employer’s plan, and (ii) you must create an account/profile. We may ask you to provide certain demographic information including but not limited to your birthday and home zip code. You agree to provide true, accurate, current and complete information about yourself as requested by the Jemmworks Platform. If we have reasonable grounds to suspect that such information is untrue, inaccurate, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Jemmworks Platform (or any portion thereof). Our use of any personally identifiable information you provide to us as part of the registration process is governed by the terms of our Privacy Policy.

Responsibility for Your Username and Password

To use certain features of the Jemmworks Platform, you will need a username and password, which you will receive through the Jemmworks Platform registration process. We reserve the right to reject or terminate the use of any username that we deem offensive or inappropriate. In addition, we also reserve the right to terminate the use of any username or account, or to deny access to the Jemmworks Platform or any features of the Jemmworks Platform, to anyone who violates these Terms of Use or who, in our sole judgment, interferes with the ability of others to enjoy our website or infringes upon the rights of others. This includes but is not limited to the usage of multiple usernames and passwords in order to purchase a greater amount of JemmVouchers outside of the limitations that have been set forth on the Jemmworks Platform, or the price plan selected your Employer. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities (whether by you or by others) that occur under your password or account. You agree to notify us immediately of any unauthorized use of your password or account or any other breach of security, and to ensure that you log out of your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to protect your password or account information.

Online Commerce

Certain sections of the Jemmworks Platform allow you to purchase different types of products and services online (including gift certificates) or obtain coupons for discounts, products or services that are provided by third parties, such as Merchants. We are not responsible for the quality, accuracy, timeliness, reliability or any other aspect of these products and services. If you purchase a gift certificate or obtain a coupon on the Jemmworks Platform, or make any other purchase from a third party on the Jemmworks Platform or on a third-party website that you have accessed via a link on the Jemmworks Platform, the information obtained during your visit to that third party's online store or site, and the information that you give as part of the transaction, such as your credit card number and contact information, may be collected by both the third party and us. A Merchant may have privacy and data collection practices that are different from ours. We have no responsibility or liability for these independent policies. In addition, when you purchase products or services on or through the Jemmworks Platform or obtain a coupon, you may be subject to additional terms and conditions that specifically apply to your purchase, coupon or use of such products or services. For more information regarding a Merchant, its online store, its privacy policies, and/or any additional terms and conditions that may apply, visit that Merchant's website and click on its information links or contact the Merchant directly. You release us and our affiliates from any damages that you incur, and agree not to assert any claims against us or any of our affiliates, arising from your purchase or use of any products or services made available by third parties through the Jemmworks Platform. You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Jemmworks Platform. You agree to use the Jemmworks Platform, and to purchase services or products through the Jemmworks Platform, for legitimate, non-commercial purposes only. You also agree not to make any purchases for speculative, false or fraudulent purposes or for the purpose of anticipating demand for a particular product or service. You agree to only purchase goods or services for yourself or for another person for whom you are legally permitted to do so. When making a purchase for a third party that requires you to submit the third party's personal information to us or a Merchant, you represent that you have obtained the express consent of such third party to provide such third party's personal information.

Conduct

All interactions on the Jemmworks Platform must comply with these Terms of Use. To the extent your conduct, in our sole discretion, restricts or inhibits any other user from using or enjoying any part of the Jemmworks Platform, we may limit or terminate your privileges on the Jemmworks Platform and seek other remedies, including, without limitation, cancellation of your account and/or forfeiture of any unredeemed jemms in your account.

It is prohibited on the Jemmworks Platform, and constitutes a violation of these Terms of Use, to submit any content to the Jemmworks Platform that (i) violates applicable laws (including, without limitation, intellectual property laws, laws relating to rights of privacy and rights of publicity, and laws related to defamation), (ii) contains personal information, except when we expressly ask you to provide such information, (iii) contains viruses or malware, (iv) offers unauthorized downloads of any copyrighted, confidential, or private information, (v) has the effect of impersonating others, (vi) provides confidential information concerning Jemmworks, (vii) is purposely inaccurate, commits fraud, or falsifies information in connection with your Jemmworks account, (viii) is protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right, or (ix) is harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable.

Further, it is prohibited on the Jemmworks Platform to (i) access data not intended for you, such as logging into a server or an account which you are not authorized to access, (ii) scan or monitor the Jemmworks Platform for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information, or similar data, (iii) scan or test the security or configuration of the Jemmworks Platform or breach security or authentication measures, or (iv) interfere with service to any user in any manner, including, without limitation, by means of submitting a virus to the Jemmworks Platform or attempting to overload, “flood,” “spam,” “mail bomb,” or “crash” the Jemmworks Platform.

It is prohibited to use (i) any Jemmworks Platform content, including user information, any meta data tags or any other “hidden text” techniques or technologies without our express written permission, or (ii) the Jemmworks Platform or any of its contents to advertise or solicit, for any commercial, political, or religious purpose. It is further prohibited to collect (i) content from the Jemmworks Platform, including, without limitation, in connection with current or previously offered Merchant Offerings, and featuring such content to consumers in any manner that diverts traffic from the Jemmworks Platform without our express written permission, or (ii) personal Information (as defined in our Privacy Policy), or content of any users, employers or Merchants.

It is also prohibited to engage in (i) tampering or interfering with the proper functioning of any part, page, or area of the Jemmworks Platform or any functions or services provided by Jemmworks, (ii) taking any action that places excessive demand on our services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion), (iii) reselling or repurposing your access to the Jemmworks Platform or any purchases made through the Jemmworks Platform, (iv) exceeding or attempting to exceed quantity limits when purchasing Merchant Offerings, (v) accessing, monitoring, or copying any content from the Jemmworks Platform using any “robot,” “spider,” “scraper,” or other automated means or any manual process for any purpose without our express written permission, (vi) bypassing or circumventing any measures employed to prevent or limit access to the Jemmworks Platform, (vii) deep-linking to any portion of the Jemmworks Platform without our express written permission, (viii) hyperlinking to the Jemmworks Platform from any other website without express written permission, and (ix) acting illegally or maliciously against the business interests or reputation of Jemmworks, our Merchants, our Employers, or our services.

Responsibility for User-Provided Content

The Jemmworks Platform may include a variety of features, such as review pages, discussion forums, messaging services, and social networking features that allow feedback to us and allow Jemmworks Users to interact with each other on the Jemmworks Platform and post content and materials for display on the Jemmworks Platform. The Jemmworks Platform also may include other features, such as personalized profile pages, avatars, and e-mail or messaging services, which allow users to communicate with third parties. By accessing and using any such features (if any) on the Jemmworks Platform, you represent and agree: (i) that you are the owner of any material you post or submit, or are making your posting or submission with the express consent of the owner of the material; (ii) that you are making your posting or submission with the express consent of anyone pictured in any material you post or submit, (iii) that you are 13 years of age or older; (iv) that the materials will not violate the rights of, or cause injury to, any person or entity; and (v) that you will indemnify and hold harmless us, our affiliates, and each of our and their respective directors, officers, managers, employees, shareholders, agents, representatives and licensors, from and against any liability of any nature arising out of or related to any content or materials displayed on or submitted via the Jemmworks Platform by you or by others using your username and password.

Responsibility for what is posted on discussion forums and other areas on the Jemmworks Platform (if any) through which Jemmworks Users can supply information or material, or sent via any email or messaging services that are made available via the Jemmworks Platform, lies with each Jemmworks User – you alone are responsible for the material you post or send. We do not control the messages, information or files that you or others may transmit, post, or otherwise provide on or through the Jemmworks Platform.

You understand that we have no obligation to monitor any discussion forums or other areas of the Jemmworks Platform (if any) through which users can supply information or material. However, we reserve the right at all times, in our sole discretion, to screen content submitted by Jemmworks Users and to edit, move, delete, and/or refuse to accept any content that in our judgment violates these Terms of Use or is otherwise unacceptable or inappropriate, whether for legal or other reasons.

You acknowledge and agree that we may preserve content and materials submitted by you, and may also disclose such content and materials if required to do so by law or if, in our business judgment, such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any content or materials submitted by you violate the rights of third parties; or (d) protect the rights, property, or personal safety of the Jemmworks Platform, us, our affiliates, our officers, directors, employees, representatives, our licensors, other users, and/or the public.

Employer Fees/Payment Terms

Jemmworks offers to Employers monthly payment plans which grant use of the Jemmworks Platform to Jemmworks Users employed by the Employer, subject to these Terms of Use and an employer agreement signed by the Employer (the “Jemmworks Services”). Payment plans are described on the main Jemmworks website, and include (i) a monthly user fee for each Jemmworks User employed by the Employer (“User Fee”), (ii) the total cost of jemms provided to Jemmworks Users employed by Employer (“Jemm Fee”), and (iii) miscellaneous expenses incurred by the Employer and/or employees of the Employer (“Miscellaneous Fees”). The User Fee, Jemm Fee, and Miscellaneous Fees are herein referred to collectively as “Employer Fees”.

Jemmworks provides the Services to Employers on an as-used basis. For a given calendar month, Employers only pay Employer Fees for Jemmworks Users employed by the Employer who are listed on the Jemmworks Platform as of the first day of such calendar month.

The license for any Jemmworks User and/or Employer to use and access any Jemmworks Services is expressly conditioned upon full payment, in advance, of the Employer Fees.

Amount of Employer Fees, including any changes to the Employer Fees, may be established and communicated by Jemmworks via e-mail, a posting on the Jemmworks Platform (such as on the website or on the employer dashboard), a notice posted inside or delivered to you via the Jemmworks Platform, or as otherwise agreed by written agreement by Employer and Jemmworks. Jemmworks has the right to change, delete, discontinue or impose conditions on the Jemmworks Services or any feature or aspect of the Jemmworks Services, at any time, including the Employer Fees associated with such Jemmworks Services. Notice of any change in the Employer Fees shall be communicated to Employer in the manner described above, and you agree to periodically review Jemmworks pricing and policies in order to stay informed. Your continued use of any Jemworks Services affected by a change in Employer Fees will constitute your agreement to such changes and authorization for Jemmworks to collect any such Employer Fees on a going forward basis. Any change in Employer Fees and other charges will not be applicable until the billing period or renewal period in which the change of Employer Fees occurs.

Access to certain Jemmworks Services may be permitted to Employer and the Jemmworks Users employed by Employer, for a free trial period (the “Free Trial Period”). Upon the expiration of the Free Trial Period, your license to use the Jemmworks Services will terminate until the Employer has paid all required Employer Fees.

All Employer Fees are exclusive of any and all taxes, levies or duties imposed by the taxing authorities, and Employer acknowledges and agrees that Employer is responsible for all taxes applicable to the Employer Fees, Jemmworks Services or any related charges in any applicable jurisdictions.

Employer Fees may be paid by AcH transfer or other form of payment that Jemmworks communicates in writing as being acceptable. If you link a debit card, credit card, or bank account to your Jemmworks account, you hereby authorize Jemmworks to collect all Employer Fees by debit from the debit card, credit card, or bank account, without further authorization, including any charges or fees incurred as a result of Employer’s chosen payment method. For the sake of clarity, Jemmworks reserves the right to collect Employer Fees from any balance in Employer’s Jemmworks account or from Employer’s linked bank account.

Privacy

We respect the privacy of Jemmworks Users. Please take a moment to review our Privacy Policy.

Modification to, or Discontinuation of, the Jemmworks Platform

We reserve the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Jemmworks Platform, or any portion thereof, with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Jemmworks Platform or any portion thereof.

Copyrights and Trademarks

The Jemmworks Platform contains copyrighted material, trademarks, and other proprietary information, including, without limitation, text, software, photos, video, graphics, music, and sound, and the entire contents of the Jemmworks Platform are protected by copyright, trademark, and other intellectual property laws of the United States. You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. Except as otherwise expressly stated under copyright law, no downloading, copying, redistribution, retransmission, publication, or commercial exploitation of the content without the express permission of Jemmworks or the copyright owner is permitted. If downloading, copying, redistribution, retransmission, or publication of copyrighted material is permitted, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend, or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark, or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

Disclaimers

Throughout the Jemmworks Platform, we may provide links to internet sites maintained by third parties. Our linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. In addition, neither we nor our parent or subsidiary companies nor any of our respective affiliates operate or control in any respect any information, products or services that third parties may provide on or through the Jemmworks Platform or on websites linked to by us on the Jemmworks Platform.

Jemmworks is not a health or wellness provider and does not, will not, and cannot refer, recommend, or endorse any specific professional services, products, procedures, or activities that are advertised on the Jemmworks Platform. The Jemmworks Platform is not a substitute for professional advice, including, without limitation, medical advice, diagnosis or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a health condition, or your ability to safely participate in a particular activity. Never neglect to seek out or delay or disregard professional advice relating to your health because of something you have read on the Jemmworks Platform.

TO THE FULLEST EXTENT PERMISSABLE BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT USE OF THE JEMMWORKS PLATFORM IS AT YOUR SOLE RISK. NEITHER JEMMWORKS, NOR ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE JEMMWORKS PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE JEMMWORKS PLATFORM, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE JEMMWORKS PLATFORM AND ANY THIRD-PARTY SITES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE JEMMWORKS PLATFORM OR MATERIALS ON THE JEMMWORKS PLATFORM OR ON THIRD-PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

Your interactions with companies, organizations and/or individuals found on or through the Jemmworks Platform, including any purchases, transactions, or other dealings, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such companies, organizations and/or individuals. You agree that Jemmworks will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. You also agree that, if there is a dispute between Jemmworks Users, or between a Jemmworks User and any third party, we are under no obligation to become involved, and you agree to release us and our affiliates from any claims, demands and damages of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such dispute and/or the Jemmworks Platform.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL WE OR OUR SUBSIDIARIES, PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT OR INDIRECT LOST PROFITS OR LOST BUSINESS DAMAGES, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY OF THE FOLLOWING: (A) YOUR USE OF THE JEMMWORKS PLATFORM, THE CONTENT, USER CONTENT, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION, AND ANY OTHER INFORMATION EITHER CONTAINED IN THE JEMMWORKS PLATFORM OR SUBMITTED BY YOU TO THE JEMMWORKS PLATFORM, (B) YOUR INABILITY TO USE THE JEMMWORKS PLATFORM, (C) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED ON THE JEMMWORKS PLATFORM, (D) THE MERCHANT OFFERINGS, AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE JEMMWORKS PLATFORM, (E) ANY SERVICES OR PRODUCTS PURCHASED OR OBTAINED DIRECTLY FROM A MERCHANT, (F) THESE TERMS OF USE, OR (G) ANY IMPROPER USE OF INFORMATION YOU PROVIDE TO THE JEMMWORKS PLATFORM, INCLUDING BUT NOT LIMITED TO ANY PERSONAL INFORMATION. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY JEMMWORKS USER. IF YOU ARE DISSATISFIED WITH THE JEMMWORKS PLATFORM, OR ANY MATERIALS, PRODUCTS, OR SERVICES ON THE JEMMWORKS PLATFORM, OR WITH ANY OF THE JEMMWORKS PLATFORM’S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE JEMMWORKS PLATFORM. IN NO EVENT WILL JEMMWORKS’ LIABILITY IN CONNECTION WITH A MERCHANT OFFERING, PRODUCT, AND OTHER AVAILABLE PROGRAMS EXCEED THE AMOUNTS PAID FOR THE APPLICABLE JEMMVOUCHER, PRODUCT OR SERVICE.

Unsolicited Ideas

We do not accept or consider, directly or through any Jemmworks employee or agent, unsolicited ideas of any kind, including, without limitation, ideas or suggestions relating to new or improved services, products, enhancements, names or technologies, advertising and marketing campaigns, plans, or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images, or other work in any form (“Unsolicited Materials”). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:

Jemmworks has no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and
Jemmworks will own, and may use and redistribute, Unsolicited Materials for any purpose without restriction and free of any obligation to acknowledge or compensate you.

Indemnification

You agree to indemnify and hold harmless us, our affiliates, and each of our and their respective directors, officers, managers, employees, shareholders, agents, representatives and licensors, from and against any and all losses, expenses, damages and costs, including reasonable attorneys' fees, that arise out of your use of the Jemmworks Platform, violation of these Terms of Use by you or any other person using your account, or your violation of any rights of another. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you agree to provide us with such cooperation as is reasonably requested by us.

You are solely responsible for your interactions with Merchants and other Jemmworks Users. To the extent permitted under applicable laws, you hereby release Jemmworks from any and all claims or liability related to any service or product of a Merchant, regardless of whether such service or product is a Merchant Offering available through the Jemmworks Platform, any action or inaction by a Merchant, including but not limited to any harm caused to you by action or inaction of a Merchant, a Merchant’s failure to comply with applicable law and/or failure to abide by the terms of a JemmVoucher or any other service or product purchased or obtained by you from the Merchant, and any conduct or speech, whether online or offline, of any other third party.

Suspension and Termination of Access

You agree that, in our sole discretion, we may suspend or terminate your password, account (or any part thereof) or use of the Jemmworks Platform, or any part of the Jemmworks Platform, and remove and discard any materials that you submit to the Jemmworks Platform, at any time, for any reason, without notice. You agree that we will not be liable to you or any third party for any suspension or termination of your password, account (or any part thereof) or use of the Jemmworks Platform, or any removal of any materials that you have submitted to the Jemmworks Platform. In the event that we suspend or terminate your access to and/or use of the Jemmworks Platform, you will continue to be bound by the Terms of Use that were in effect as of the date of your suspension or termination.

Modification

We reserve the right at all times to discontinue or modify any part of these Terms of Use in our sole discretion. Any changes to these Terms of Use will be effective upon our posting of the notice. If you do not agree to the changes, you may close your account and you should not use the Jemmworks Platform or any services offered through the Jemmworks Platform after the effective date of the changes. We suggest that you revisit our Terms of Use regularly to ensure that you stay informed of any changes. You agree that posting notice of any changes on the Terms of Use page is adequate notice to advise you of these changes, and that your continued use of the Jemmworks Platform or our services will constitute acceptance of these changes and the Terms of Use as modified.

Digital Millenium Copyright Act (DMCA) Procedures

If you own copyright, trademark, patent, or other intellectual property rights (the “IP Rights Owner”), or if you are an agent authorized to act on the IP Rights Owner’s behalf (the “Authorized Agent”), and you have a good faith belief that material or products on the Jemmworks Platform infringe on the IP Rights Owner’s copyright, trademark, or other intellectual property right, and you would like to bring it to Jemmwork’s attention, you can report your concern(s) by submitting your complaint to support@jemmworks.com.

Force Majeure

Jemmworks shall be excused from performance under these Terms of Use, to the extent it or a Merchant is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God, (b) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion, (c) quarantines or embargoes, (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures, or (g) other causes beyond the reasonable control of Jemmworks or a Merchant, as applicable.

No Professional Advice

If we provide you any professional information in the course of providing the Jemmworks Services, including but not limited to tax or human resources-related information, it is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any such information without first seeking independent professional advice from a person who is licensed and/or qualified in the applicable area.

For clarity, you will be solely responsible for: (i) compliance with any and all applicable laws, rules, and regulations affecting you or your business; and (ii) any use you make of the Jemmworks Services or Jemmworks Platform to assist in complying with any such laws, rules, or regulation. The Jemmworks Services and/or Jemmworks Platform do not include any legal, regulatory, accounting, or tax advice, and you will rely solely upon your own advisors with respect to such advice.

Governing Law

These Terms of Use shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms of Use may evidence a transaction involving interstate commerce. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Los Angeles County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration Clause below, including any provisional relief required to prevent irreparable harm. You agree that Los Angeles County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Clause is found to be unenforceable or otherwise permits the parties to litigate in court.

Arbitration/Dispute Resolution

Please read the provisions in this section (collectively, the “Arbitration Clause”) carefully as they are an agreement that relates to dispute resolution via arbitration. It is part of your contract with Jemmworks and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms of Use, or the use of any product or service provided by Jemmworks that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Clause. This Arbitration Clause applies to you and Jemmworks, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided by Jemmworks.

Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Jemmworks should be sent to the Jemmworks address set forth below. After the Notice is received, you and Jemmworks may attempt to resolve the claim or dispute informally. If you and Jemmworks do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with these Terms of Use. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in Los Angeles County, California. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Jemmworks, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms of Use. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Jemmworks.

THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Clause. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Jemmworks in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND JEMMWORKS WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this agreement, to enforce an arbitration award, or to seek injunctive or other equitable relief.

Notwithstanding the foregoing, either you or Jemmworks may bring an individual action in small claims court in Los Angeles County, California.

No Class Action Matter

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION CLAUSE MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE INDIVIDUAL CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER INDIVIDUAL OR GROUP. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.

California Residents

The provider of the Jemmworks Services is Jemmworks, LLC, 1601 Vine Street, 6th Floor, Los Angeles, CA 90028. You can reach us by telephone at (310) 221-8435. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

Other

These Terms of Use constitute the entire agreement between us and you with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral. You also may be subject to additional terms and conditions that may apply when you use the products or services of a third party that are provided through the Jemmworks Platform. In the event of any conflict between any such third-party terms and conditions and these Terms of Use, these Terms of Use will govern.

You may not assign these Terms of Use, or any rights, benefits, or obligations hereunder, by operation of law or otherwise, without the express written permission of Jemmworks. Jemmworks may assign these Terms of Use, in whole or in part, to any third-party in its sole discretion.

If any provision of the Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions.

These Terms of Use are not intended to benefit any third party and do not create any third-party beneficiaries. Accordingly, these Terms of Use may only be invoked or enforced by you or us. You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may have arising out of or related to use of the Jemmworks Platform or these Terms of Use must be filed by you within one year after such claim or cause of action arose or be forever barred.

No waiver by either you or Jemmworks of any breach or default or failure to exercise any right allowed under these Terms of Use is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Terms of Use.

Correspondence with Jemmworks, LLC should be directed to Jemmworks, LLC, 1601 Vine Street, 6th Floor, Los Angeles, CA 90028.