Platform Terms of Service

1. Scope and Acceptance

These Platform Terms of Service (“Terms”) govern access to and use of the websites, hosted software applications, mobile applications, APIs, integrations, implementation and training services, support services, professional services, and any related products, features, content, functionality, or tools made available by Jobba Trade Technologies, Inc. or its affiliates (“JTT,” “Jobba,” “FCS,” “we,” “us,” or “our”), including the Jobba and FCS platforms (collectively, the “Platform”). By accessing or using the Platform, or by executing an order form, statement of work, subscription agreement, or other ordering document that references these Terms, Customer accepts and agrees to be bound by these Terms. If an individual accepts these Terms on behalf of a company or other legal entity, that individual represents and warrants that the individual has authority to bind that entity, and “Customer” means that entity. If Customer and JTT have executed a separate written master agreement that expressly supersedes these Terms, that written agreement will control to the extent of any conflict.

2. Definitions

“Authorized User” means an employee, contractor, or agent authorized by Customer to access the Platform on Customer’s behalf. “Customer Data” means data, content, records, files, images, documents, audio, video, communications, prompts, submissions, and other information submitted to, uploaded to, stored in, transmitted through, or otherwise made available by Customer or its Authorized Users through the Platform. “Documentation” means JTT’s user guides, release notes, technical materials, help center content, and operating instructions made available for the Platform. “Order Form” means any ordering document, subscription agreement, statement of work, or online purchase flow specifying the applicable services, subscription scope, pricing, and term. “Professional Services” means implementation, configuration, data migration, training, consulting, integration, or other advisory or project-based services performed by JTT. “Third-Party Services” means third-party products, platforms, content, or services that interoperate with, are integrated into, or are accessible through the Platform. “AI Features” means any artificial intelligence, machine learning, natural language, generative, predictive, recommendation, automation, or model-assisted functionality made available by JTT as part of the Platform.

3. Orders and Contract Structure

These Terms, together with the applicable Order Form, Documentation, and any incorporated policies or exhibits, form the agreement between Customer and JTT. Each Order Form is incorporated into and governed by these Terms. In the event of a conflict, the order of precedence is: the Order Form, these Terms, any statement of work, and then the Documentation, unless the applicable document expressly states otherwise. Customer purchases subscriptions and services for its own internal business operations and not for resale unless JTT expressly agrees in writing.

4. Access Rights and License

Subject to Customer’s compliance with this Agreement and payment of all applicable fees, JTT grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Platform, and to permit Authorized Users to access and use the Platform, solely for Customer’s internal business purposes in accordance with the Documentation and the applicable Order Form. No rights are granted except as expressly stated in these Terms. Customer is responsible for all acts and omissions of its Authorized Users and any person who accesses the Platform using Customer credentials or systems.

5. Customer Responsibilities and Acceptable Use

Customer will: (a) maintain the confidentiality of account credentials; (b) use commercially reasonable efforts to prevent unauthorized access to the Platform; (c) promptly notify JTT of any suspected security incident or unauthorized use; (d) ensure that Customer Data and Platform use comply with applicable law; and (e) obtain all rights, notices, and consents necessary for JTT to process Customer Data as contemplated by this Agreement. Customer will not, and will not permit any third party to: (i) sell, resell, lease, sublicense, distribute, or provide access to the Platform on a service bureau, outsourcing, or hosted basis except as expressly permitted; (ii) reverse engineer, decompile, disassemble, or attempt to derive source code, underlying ideas, algorithms, or models, except to the limited extent such restriction is prohibited by law; (iii) use the Platform to store or transmit malicious code, infringing content, unlawful content, or material that violates privacy, publicity, export, sanctions, or intellectual property laws; (iv) interfere with the integrity, security, or performance of the Platform; (v) circumvent technical restrictions, usage limits, or security mechanisms; (vi) access the Platform to build a competitive product or service, benchmark it for external publication, or copy its features or user interface; or (vii) use automated means, scraping, or extraction techniques except through approved APIs or as expressly authorized in writing.

6. Accounts, Affiliates, and Administration

Customer will designate one or more administrators who may manage Authorized Users, permissions, configurations, and account settings. Customer is responsible for how it configures user roles, permissions, workflows, and data access within its environment, including access by affiliates, business units, and subcontractors. Unless otherwise stated in an Order Form, each Customer affiliate requires a separate subscription or must be expressly identified as an authorized affiliate under the applicable Order Form. JTT is not responsible for internal data sharing, role assignments, or permission structures selected by Customer.

7. Subscription Services and Changes

JTT may update, enhance, modify, or replace Platform features from time to time in the ordinary course of business, provided that JTT will not materially reduce the core functionality of the subscribed service during the then-current term except where required for security, legal, or third-party dependency reasons. Beta, pilot, preview, early access, or trial features may be offered at JTT’s discretion and may be subject to additional terms. Unless otherwise expressly stated, such features are provided “as is,” may be discontinued at any time, and are excluded from service commitments and warranties.

8. Professional Services

If JTT provides Professional Services, those services will be described in an applicable Order Form or statement of work. Customer will reasonably cooperate, provide timely access to personnel, systems, data, and decisions, and perform assigned responsibilities and prerequisites. Delays caused by Customer may result in timeline adjustments, additional fees, or changes in scope. Unless otherwise expressly stated, Professional Services are separate from subscription services and do not constitute a work-made-for-hire or a transfer of JTT intellectual property.

9. Third-Party Services and Integrations

The Platform may interoperate with Third-Party Services, including payment processors, communication tools, mapping tools, translation tools, cloud hosting, data providers, and other software applications. Customer’s use of Third-Party Services is governed by the applicable third-party terms and policies. JTT does not control and is not responsible for Third-Party Services, including their availability, security, legality, functionality, or changes. If Customer enables an integration or directs JTT to connect the Platform with a Third-Party Service, Customer authorizes JTT to exchange Customer Data with that Third-Party Service as necessary to support the integration.

10. Fees, Invoicing, and Taxes

Customer will pay all fees set forth in the applicable Order Form in accordance with the stated payment terms. Except as otherwise expressly provided, fees are non-cancelable and non-refundable. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and JTT may suspend access for overdue amounts after reasonable notice. Fees are exclusive of sales, use, value-added, withholding, and similar taxes, and Customer is responsible for all such taxes other than taxes based on JTT’s net income, property, or employees.

11. Term, Renewal, and Suspension

The term of each subscription begins on the date stated in the applicable Order Form and continues for the initial term stated there, unless earlier terminated in accordance with this Agreement. Unless otherwise stated in the Order Form, subscriptions automatically renew for successive renewal terms equal to the expiring term. Either party may elect non-renewal by written notice delivered at least sixty (60) days before the end of the then-current term, unless the Order Form states a different notice period. JTT may suspend Customer’s or any Authorized User’s access to the Platform to address security risks, unlawful conduct, material breaches, or nonpayment, provided that JTT will use commercially reasonable efforts to limit the suspension to the affected portion and restore access when the issue is resolved.

12. Termination

Either party may terminate this Agreement or an affected Order Form for material breach if the other party fails to cure that breach within thirty (30) days after written notice, except that JTT may suspend or terminate more quickly where necessary to address security threats, illegal activity, sanctions risks, or malicious conduct. JTT may terminate for insolvency, bankruptcy, or cessation of business by Customer to the extent permitted by law. Upon expiration or termination, Customer’s right to access and use the affected services ends, except as expressly provided in this Agreement. Termination does not relieve Customer of payment obligations accrued before the effective termination date.

13. Customer Data Ownership and Processing

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants JTT a non-exclusive, worldwide, limited right during the term to host, copy, transmit, process, display, modify, and otherwise use Customer Data solely as necessary to provide, secure, maintain, support, improve, and enforce the Platform and related services, to prevent fraud or misuse, to comply with law, and as otherwise permitted by this Agreement and the Privacy Policy. JTT will not sell Customer Data. JTT may generate and use de-identified, aggregated, and statistical data derived from Customer Data or Platform use for lawful business purposes, including analytics, service improvement, benchmarking, training, and product development, provided that such data does not identify Customer, any individual, or Customer’s confidential information.

14. AI Features and AI Data Terms

AI Features may generate outputs, recommendations, classifications, summaries, forecasts, workflows, or content based on Customer Data, user prompts, system data, and third-party or model-generated information. Customer is responsible for reviewing AI-generated outputs before relying on them in operational, legal, financial, safety, or customer-facing contexts. Unless otherwise expressly agreed, JTT does not warrant that AI outputs are accurate, complete, non-biased, non-infringing, or fit for any specific purpose. As between the parties, Customer owns its Customer Data and, subject to JTT’s underlying rights in the Platform, Customer may use output generated uniquely for Customer through the Platform. JTT may use Customer prompts, usage telemetry, feedback, and Customer Data to provide AI Features to Customer and, unless prohibited in an Order Form, may use de-identified or aggregated data, and model interaction data that does not identify Customer or individuals, to improve AI Features, system safety, model performance, and service quality. Customer will not use AI Features in a manner that violates law, infringes rights, or attempts to extract model weights, training data, or sensitive information about other customers or individuals.

15. Security and Privacy

JTT will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, destruction, loss, alteration, or disclosure. Customer acknowledges that no system can be guaranteed to be completely secure, and Customer is responsible for its own security configurations, endpoint protection, backups of local systems, and lawful basis for the collection and use of Customer Data. The collection and processing of personal information through the Platform are also governed by JTT’s Privacy Policy and, where applicable, any data processing addendum or similar exhibit executed by the parties.

16. Data Retention, Export, and Deletion

During the subscription term, Customer may access and export Customer Data as made available through the Platform’s standard functionality. Following expiration or termination, JTT will make Customer Data available for retrieval for a reasonable post-termination period stated in the applicable Order Form, Privacy Policy, or Documentation, after which JTT may delete or anonymize Customer Data unless retention is required by law or reasonably necessary for legal defense, audit, security, backup rotation, or enforcement of this Agreement. Data restoration, custom exports, migration assistance, or services beyond standard functionality may be subject to additional fees.

17. Confidentiality

Each party receiving Confidential Information from the other party will use that Confidential Information only as necessary to perform or exercise its rights under this Agreement and will protect it using at least reasonable care. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known without restriction, is independently developed without use of the disclosing party’s Confidential Information, or is rightfully received from a third party without duty of confidentiality. The receiving party may disclose Confidential Information to its employees, contractors, professional advisors, and service providers who have a need to know and are bound by obligations of confidentiality at least as protective as those in this Agreement. A party may disclose Confidential Information where required by law, subpoena, or governmental request, provided that, where legally permitted, it gives prompt notice and reasonable cooperation to allow the disclosing party to seek protection.

18. JTT Intellectual Property

JTT and its licensors retain all right, title, and interest in and to the Platform, Documentation, APIs, software, models, algorithms, workflows, templates, usage analytics, know-how, improvements, derivative works, and all related intellectual property rights. No implied licenses are granted. Except for Customer Data and Customer-owned materials expressly identified in an Order Form, no deliverable or service transfers ownership of JTT intellectual property to Customer. Customer grants JTT a limited right to use Customer’s name and logo in internal account administration and, only with Customer’s prior written approval, in external customer lists, case studies, or marketing materials.

19. Feedback

If Customer or any Authorized User provides suggestions, ideas, enhancement requests, corrections, or other feedback relating to the Platform or services, JTT may use that feedback without restriction and without obligation, provided that JTT will not publicly identify Customer as the source without Customer’s consent. Feedback does not give Customer any ownership interest in JTT improvements or derivative works.

20. Representations and Compliance

Each party represents and warrants that it has validly entered into this Agreement and has the legal power to do so. Customer further represents and warrants that it has all rights and permissions necessary to provide Customer Data to JTT and to authorize its processing under this Agreement. Customer will comply with all laws applicable to its use of the Platform, including laws relating to privacy, employment, consumer communications, export controls, sanctions, anti-corruption, and record retention. Customer is solely responsible for the content, accuracy, quality, legality, and adequacy of Customer Data and for decisions made using the Platform or AI Features.

21. Limited Warranty and Disclaimers

JTT warrants that the Platform will materially conform to the applicable Documentation under normal authorized use during the subscription term and that Professional Services will be performed in a professional and workmanlike manner. Customer’s exclusive remedy, and JTT’s exclusive liability, for breach of this limited warranty is for JTT to re-perform the nonconforming services or use commercially reasonable efforts to correct the nonconformity; if JTT cannot do so within a reasonable period, either party may terminate the affected services and JTT will refund prepaid fees covering the terminated portion after the effective date of termination. Except for the express warranties in this section, the Platform, AI Features, beta features, integrations, and all related services are provided “as is” and “as available,” and JTT disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted use, error-free operation, and accuracy of outputs or results.

22. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenues, goodwill, business interruption, or loss or corruption of data, arising out of or related to this Agreement, even if advised of the possibility of such damages. JTT’s aggregate liability arising out of or related to this Agreement will not exceed the fees paid or payable by Customer to JTT under the applicable Order Form during the twelve (12) months preceding the event giving rise to the claim. The exclusions and limitations in this section do not limit Customer’s payment obligations and do not apply to liability arising from a party’s gross negligence, willful misconduct, fraud, breach of confidentiality, infringement or misappropriation of the other party’s intellectual property rights, or indemnification obligations, to the extent such exclusions are prohibited by applicable law.

23. Indemnification

Customer will defend, indemnify, and hold harmless JTT and its affiliates, officers, directors, employees, contractors, and agents from and against third-party claims, damages, judgments, settlements, losses, costs, and expenses, including reasonable attorneys’ fees, arising from: (a) Customer Data; (b) Customer’s or its Authorized Users’ use of the Platform in violation of this Agreement or applicable law; (c) Customer’s products, services, or customer relationships; or (d) allegations that Customer Data or materials provided by Customer infringe, misappropriate, or violate third-party rights. JTT will promptly notify Customer of the claim, give Customer sole control of the defense and settlement, and reasonably cooperate at Customer’s expense. JTT will defend Customer against third-party claims alleging that the Platform, when used as authorized, infringes a U.S. patent, copyright, trademark, or trade secret, and JTT will indemnify Customer against resulting damages finally awarded or agreed in settlement, provided that Customer promptly notifies JTT, gives JTT sole control of the defense and settlement, and reasonably cooperates. JTT will have no obligation for claims arising from Customer Data, third-party products, unauthorized modifications, combinations not provided by JTT, or use of the Platform contrary to this Agreement or the Documentation. If such a claim appears likely, JTT may modify the Platform, obtain a right for Customer to continue using it, or terminate the affected services and refund prepaid fees for the terminated portion.

24. Publicity, Benchmarking, and Competitive Use

Customer will not publish platform performance results, benchmarking, or comparative testing involving the Platform without JTT’s prior written consent. JTT may identify Customer as a customer of JTT and may use Customer’s name, trade name, logo, and marks in JTT’s website, customer lists, sales presentations, marketing materials, and other promotional materials without Customer’s prior consent, provided that JTT does not imply Customer’s endorsement of JTT or any specific product or service. Except as expressly permitted in this Section, Customer may identify itself as a customer only as expressly permitted in writing. Customer will not use the Platform or Documentation to develop or support a competing product or service.

25. Governing Law and Disputes

Unless otherwise stated in the applicable Order Form, this Agreement is governed by the laws of the State of Illinois, excluding conflict of law rules. The state and federal courts located in Illinois will have exclusive jurisdiction and venue for disputes arising out of or relating to this Agreement, and each party consents to personal jurisdiction in those courts. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property, confidential information, or data security rights.

26. Notices

Notices under this Agreement must be in writing and sent by recognized courier, certified mail, or email to the addresses stated in the applicable Order Form or to any updated notice address provided in writing. Notices are effective on receipt, except that email notices are effective when sent unless the sender receives a delivery failure notice. Billing, operational, and product notices may be provided through the Platform, account portal, or the administrative email addresses associated with Customer’s account.

27. Export, Sanctions, and Government Use

Customer will not access, use, export, re-export, or transfer the Platform in violation of applicable export control, sanctions, or trade laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a prohibited country or territory, and is not a prohibited or restricted party. Any government-use rights are limited to the minimum rights required under applicable law, and the Platform is commercial computer software developed at private expense.

28. Miscellaneous

Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. Customer may not assign this Agreement without JTT’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a competitor of JTT and agrees in writing to be bound. JTT may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of assets. If any provision is held unenforceable, the remaining provisions remain in effect. Waiver of a breach is not a waiver of any other breach. This Agreement is the complete and exclusive statement of the parties’ agreement regarding its subject matter and supersedes prior or contemporaneous proposals, understandings, and communications on that subject. Purchase-order terms, click-through terms presented by Customer, or other unilateral terms do not modify this Agreement unless expressly accepted by JTT in writing.