JINGLING’S TERMS OF USE

Effective January 20, 2017
Last Updated [Jan. 20, 2017].

Jingling Corporation welcomes you to jinglingapp.com! When you use our apps and services, you're agreeing to our terms, so please take a few minutes to read over the Terms of Use below.

  • 1. GENERAL

    These Terms of Use are an Agreement between you and Jingling Corporation or Jingling app (“Jingling,” “we,” “us,” and “our”), and they govern your use of this website and our mobile applications (the “Site”) and accompanying services (collectively, the “Service”). In order to use the Service you must agree to the terms and conditions that are set out below. Additional terms and conditions may apply to contests, promotions or other events, and they become part of this Agreement. You agree to comply with these terms as well. In the event of a conflict between any of them and these Terms of Use, the additional terms and conditions control.

    Please also review our Privacy Policy, as it applies to your use of the Site and Service and provides information about how we may collect, use and share information about you and other users of our Site and Service. Its terms are made a part of this Agreement by reference. You agree that by accessing the Site you consent to the collection, use and sharing (as set forth in the Privacy Policy) of such information.

  • 2. ABOUT JINGLING AND OPERATION OF THE SITE

    Jingling is a Delaware corporation with its principal place of business at 1101 W. 34th St. #362, Austin, TX 78705. We created jinglingapp.com to be a unique “shoppers’ marketplace” where shoppers, rather than merchants, play the most important role in determining what will be offered for sale. Users who have opened Accounts with us as Shoppers can post a public request on the Site seeking to purchase particular goods or services they describe at the time, place and price specified by them. Sellers who create an account with the Service (“Merchants” or “Businesses”) may respond to Shoppers’ requests by submitting offers (“Jingles”) to provide the requested products or services. Shoppers can then choose the Merchant whose offer best meets their needs. Any sales are directly between the Shopper and the Merchant who is the seller of the Item(s) or service(s) sought. The role of Jingling is expressly limited to making the Site available and maintaining the Site. Jingling is an intermediary and not an agent for either the Shopper or the Merchant for any purpose.

  • 3. CHANGES TO THESE TERMS OF USE

    Jingling reserves the right, at its sole discretion, to modify these Terms of Use at any time. You are encouraged to check these Terms of Use periodically for changes. Proposed amendments additions to these Terms will be posted ten days in advance of becoming effective. We will notify our account holders of material changes to these terms and conditions in advance by sending a notice to the email address provided to us at registration and by placing a notice on our Site. Any such changes to the Terms of Use will be effective and fully enforceable with respect to prior registered account holders ten days after posting, you understand and agree that your continued access or use of the Site or Service after such changes become effective signifies your acceptance of the Terms of Use as amended. We will note the date that revisions were last made to this Agreement at the beginning of the Terms of Use.

  • 4. YOUR JINGLING ACCOUNT

    If you decide you want to participate on the Site, you must create an account with Jingling. We will ask you to provide us with identifying information such as your name and address, age, e-mail address, phone number and other authentication information we may need to approve a new account. If you are registering to become a Merchant, you must provide a payment method as well as the other information.

    You may register and utilize only one account with Jingling as a Shopper or Merchant. (You must register for and create two separate and unique accounts to participate as both a Shopper and a Merchant on the Site.) You agree that you will not assign or transfer your Account(s) to anyone else without our written approval.

  • 5. DEFINITIONS

    “Jingling Content” refers to content that Jingling makes available through the Service or Jingling Application, including text, graphics, images, music, software, audio, video, information, infrastructure, sounds, user interfaces, visual interfaces, trademarks, logos, artwork, animations, tools, interactive features and computer code, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content and any Content licensed from a third-party, but excluding User Content.

    “User” means a person who accesses or uses the Service or the Jingling Application

    “User Content” means Content that a User posts, uploads, publishes, submits or transmits to be made available through the Service or Application.

    “Collective Content” means, collectively, Jingling Content and User Content.

    “Requests for Offers (RFOs)”,“Requests for Deals (RFDs)” and “Requests for Jingles (RFJs)” refer to posts on the Site created by Shoppers describing the goods and services they want to buy under the terms and conditions they are willing to accept, which may include date, price, place and other particulars

  • 6. REPRESENTATIONS ABOUT YOU AND CONDITIONS TO REGISTRATION

    As part of the registration process for an account with Jingling, you will need to select and provide us with an email address not being used by anyone else with a Jingling account and create a unique User ID and password combination. When you register for an account as either a Shopper or Merchant, we also require you to (a) indicate agreement to these Terms of Use and all other policies and terms we provide in connection with the Service, (b) provide accurate, complete and up-to-date contact information and identification details and to keep all your information current, and (c) submit any other form of authentication required as part of the registration process, in our sole discretion. Please read our Privacy Policy (located here) which explains how we may collect, use, and disclose information you provide to us.

    Once you have successfully established an account with Jingling as either a Shopper or Merchant, and so long as the account has not been suspended or terminated, you may use our Service to post content (“User Content”) to the Site in the form of RFOs and RFDs (by Shoppers), responses to RFOs/RFDs (by Merchants), and feedback on Merchants, Shoppers and particular transactions (by Shoppers and Merchants), subject to these Terms of Use. You grant us a perpetual, irrevocable, unlimited, non-exclusive, worldwide, fully paid, sub-licensable right and license to use, host, copy, store, perform, display, distribute, analyze, modify, adapt and make derivative works from such User Content. You retain ownership and other applicable rights in your User Content, and Jingling retains ownership and other applicable rights in all Jingling Content.

    As a condition to becoming a registered Account holder with Jingling, you represent and warrant that:

    (a) You own or otherwise control all of the rights to your User Content;

    (b) Your User Content is accurate, truthful and not misleading;

    (c) Use of the User Content you post does not violate this Agreement and will not cause injury to any person or entity;

    (d) You will keep your User ID, Password and account information confidential, and will be responsible for any and all activity that occurs under your Account if you share this information or otherwise fail to keep this information secure and confidential;

    (e) You will not collect or share other users’ personal or contact information on the Site or elsewhere; and

    (f) You will indemnify Jingling and its agents and affiliates for all claims by third parties arising from (1) your User Content or (2) activities occurring in or through your Account.

    You may not bypass any measures that have been implemented to prevent or restrict access to this Site. Any unauthorized access to the Site by you (including any such access or use that involves in any way an account you may establish on the Site or any device you may use to access the Site) shall terminate the permission or license granted to you by us. Jingling has the right but not the obligation to monitor and edit or remove any activity or content on the Site. Your use of the Service means you agree to such monitoring.

    As a registered Shopper with a Jingling Account, you represent and warrant that: (1) all information provided in your RFOs/RFDs will be accurate and complete and shall accurately represent your ability and intention to accept the products or services you request; 2) all information you provide as part of registration and your User Content on the Site or through the Service shall be truthful, complete and up-to-date; 3) you have the right and the authority to: (a) post any RFO/RFD submitted including all information and drawings contained in, or attached to, the RFO/RFD and (b) accept a bid or response matching your stated criteria in an RFO/RFD; (4) you are 18 years of age or older; and (5) the distribution of your RFO/RFD to registered Merchants does not violate any applicable law, statute, ordinance or regulation.

    As a registered Merchant with a Jingling Account, you represent and warrant that: (1) all information you provide shall be accurate and complete and shall truthfully represent your capabilities as a supplier; (2) no product you offer to provide as part of a bid or response on the Site shall be stolen, illegal, fraudulent or counterfeit; (3) no service you offer to provide as part of a bid or response on the Site shall be illegal or promote or permit illegal acts by others; (4) you have the legal right, through actual ownership or otherwise, to provide any product or service as part of a bid submitted through the Site; and (4) you are 18 years of age or older.

  • 7. WE PROVIDE THE PLATFORM, YOU PROVIDE THE REST

    Our Site enables Shoppers to connect with Merchants to procure the goods and services they seek. You understand that Jingling does not provide any of the goods or services that may be sought by Shoppers or offered by Merchants, and any resulting sales are not completed through the Service or on our Site -- they occur directly between Merchants and Shoppers. As a result, any transactions you undertake are at your own risk. During the registration process, all users of our Site and Service must agree to follow these Terms of Use in order to obtain an account and complete the registration process, but it remains the case that your access to and use of the Site and Service are at your own risk.

    Jingling takes no responsibility and assumes no liability for user content submitted by you or any third-party. Jingling does not warrant the existence, quality, safety or legality of items or services sought or offered for sale, or the truth or accuracy of descriptions of goods, services or any conditions of sale. We do not guarantee the ability of Shoppers to pay or Merchants to sell, or that a Merchant or Shopper will actually complete a transaction or provide payment, goods, services or refunds. We have no role in the transfer of legal ownership from Merchant to Shopper or vice versa. Shoppers need to pay careful attention to any Merchant’s terms of sale, as they will vary. Some Merchants may allow returns and give refunds, but others may not, or it may depend on what is being offered for sale and the price of the item or service. Some Merchants may not allow any returns, or allow returns for only a limited period of time or only give store credit. Jingling does not control and is not responsible for Merchants’ terms of sale.

    You acknowledge that Jingling does not as a matter of its ordinary practice pre-screen any User Content submitted by you or other users of the Site but that Jingling (and any of its authorized designees) have the right to and may pre-screen or review after initial submission any of the User Content for a variety of reasons, including, without limitation, for compliance with these Terms or applicable laws, or if otherwise desired or necessary, as determined by Jingling in its sole discretion. Jingling shall have the right, in its sole discretion, to refuse, remove, edit, or disable any of your User Content (or any other Site users' User Content) that violates these Terms or is otherwise objectionable, as determined by Jingling in its sole discretion, as well as terminate your and any Site user's continued access to or other use of the Site (including, without limitation, access to and/or use of any of the Services, features or functionality available on or through the Site). Jingling does not control or endorse any User Content, and any User Content submitted to the Site does not reflect the opinions, views or policies of Jingling or any of its affiliates. Jingling disclaims any and all liability in connection with any and all User Content, and you agree to waive any legal or equitable rights or remedies you may have against Jingling or any of its affiliates with respect to such User Content.

    Jingling reserves the right to display advertisements in connection with your User Content and to use your User Content to advertise and promote your User Content or the Site and Service (in whole or in part) or any of Jingling’s products or services. You acknowledge and agree that you have no right or interest in any of the revenue generated from such advertisements. These provisions shall remain in full force and effect in perpetuity notwithstanding any termination of your use of the Site or Service.

  • 8. HOW MUCH DOES USING OUR SERVICE COST?

    Use of our Service is free for Shoppers who have registered with us and have approved Accounts, and, of course, for those who are browsing the Site. Every Merchant who registers and is approved for an account will be charged a monthly subscription fee and there may be additional charges per offer and transaction. Payments by Merchants to Jingling will be made through one or more secure third-party payment processors. The credit card information each Merchant provides in their personal or Merchant profile at sign-up is not stored by Jingling, but is stored and used by our third-party credit card processors in order for them to process payments. Fees charged by Jingling may change from time to time, but Jingling will post any proposed fee changes on the Site ten (10) days in advance of implementation. No advance notice is required for temporary promotions. More information about Merchant fees and payment provisions can be found on our [Merchant fee and payment page] on jinglingapp.com.

    If you are a Merchant, you agree to pay all applicable fees (including, without limitation, periodic fees for subscription accounts) and related taxes associated with our Service by the payment due date, and to reimburse us for all collection costs and late fees for any overdue amounts. Jingling, at its sole discretion, may pause or terminate user's continued access to or other use of the Site (including, without limitation, access to and/or use of any of the Services, features or functionality available on or through the Site) due to late or non-payment. Late payments are subject to late fees, interest charges on past due amounts and suspension of the use of our Service. If your payment method fails, or your Account is past due, we may collect fees owed using other collection methods, including but not limited to, charging other methods of payment we have on file for you, and hiring collection agencies and legal counsel, whose fees may also be added to your overdue amounts. We may also report information about your Account to credit bureaus. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription. All applicable taxes are calculated based on the billing information you provide us at the time of registration or later. Jingling takes no responsibility and assumes no liability for any loss of income, poor customer response or negative outcome due to inability of customers to access Merchants’ business services due to late or non-payment.

    We currently provide our mobile services for free to shoppers and there are service-associated fees charged to merchants, but please be aware that your carrier's normal rates and fees, such as text messaging and data charges, will still apply. You provide consent and all rights necessary to enable users to sync (including through an application) their devices with any information that is visible to them on Jingling.

  • 9. RATINGS, REVIEWS AND OTHER INTERACTIVE AREAS

    Jingling has included an online feedback system ("Jingling Ratings and Reviews”) as part of jinglingapp.com designed to help our users decide whether to enter into transactions with other users. We urge both Shoppers and Merchants to promptly provide feedback on the Site about their transactions so we can develop a robust and current database of ratings and reviews to help other users. We also encourage Shoppers to review other online rating resources such as the BBB, Yelp and Google to learn as much as possible about the reputation of responding Merchants before they enter into a transaction. Shoppers and Merchants may also wish to consider using a third-party escrow service or services that provide additional user verification before money and goods/services exchange hands.

    You are solely responsible for your use of the Service’s Ratings and Reviews and you agree to use it at your own risk. Jingling takes no responsibility and assumes no liability for any content posted, stored or uploaded by you or any third-party, or for any loss or damage thereto, nor is Jingling liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, Jingling is not liable for any statements, representations or content provided by its users in any public forum, personal home page or other Interactive Area. Although Jingling has no obligation to screen, edit or monitor any of the content posted to or distributed through any Interactive Area, Jingling reserves the right, and has absolute discretion, to remove, screen, translate or edit without notice any content posted or stored on this Site at any time and for any reason, or to have such actions performed by third parties on its behalf, and you are solely responsible for creating backup copies of and replacing any content you post or store on this Site at your sole cost and expense.

    Please be aware that by providing content to the Site, including any reviews, comments, feedback, complaints, questions, photographs or videos, suggestions, ideas or the like contained in User Content, you grant Jingling and its affiliates a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such User Content throughout the world in any media, now known or hereafter devised, for any purpose; and (b) use the name that you submit in connection with such User Content. You acknowledge that Jingling may choose to provide attribution of your comments or reviews at our discretion. You further grant Jingling the right to pursue at law any person or entity that violates your or Jingling’s rights in the User Content by a breach of this Agreement. You acknowledge and agree that User Content is non-confidential and non-proprietary.

    You agree not to intentionally or knowingly post content about another user or a user’s goods and services that contains personal or contact information or that is materially false, inaccurate or misleading, or constitutes defamation. You also agree not to engage in harassment, threats, stalking, spamming or tampering with another user’s posted content. Jingling reserves the right to modify or remove both negative and positive reviews that we deem suspicious as to veracity.

  • 10. YOUR SITE ACCESS

    If you are 18 or older, we grant you a limited, revocable, non-exclusive, non-transferable, privilege to access and browse the Site as long as you are in compliance with the terms of this Agreement. The Service is not intended for use by children, and we do not knowingly collect any personal information from anyone age 13 or younger. If you know anyone age 13 or under who is using our Service, please contact us at admin@jinglingapp.com.

    You may not use our Service to break the law, conduct transactions for any illegal goods or services, violate an individual’s privacy, or infringe any person or entity’s intellectual property or other proprietary rights. You may not post fraudulent, false or misleading content on the Site or attempt to deceive other users for your own or someone else’s benefit.

  • 11. PROHIBITED ACTIVITIES

    When using or accessing our Site and Service, you agree that you will not:

    • Download, copy or use the content on the Site for purposes competitive to us or for the benefit of another vendor or any third-party;
    • Cache or link to the Site or Service without authorization from us;
    • Frame or mirror any content available on the Site or Service
    • Modify, distribute, transmit, perform, broadcast, publish, upload, license, reverse engineer, transfer, sell, or create derivative works from, any content, products or services obtained from the Site or Service without the express permission of Jingling;
    • Upload, post or transmit any material that contains corrupted data or harmful, disruptive, destructive files, software viruses or other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer;
    • Use any hardware or software intended to surreptitiously intercept or otherwise obtain any information (such as system data or personal information) or content from the Site or Service (including, but not limited to the use of any “scraping” or other data mining techniques, robots or similar data gathering and extraction tools);
    • Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on Jingling’s infrastructure, or damage or interfere with the proper working of our infrastructure;
    • Register accounts or post content automatically or systematically;
    • Post spam or include deceptive or misleading links or redirects in your posted content to inject ads or for any purpose inconsistent with our business purpose (if unsure, check with us before you post);
    • Post, promote or link to malicious speech, including but not limited to bullying, attempting to incite violence, hatred or disgust, or encouraging self-harm or harm to minors;
    • Use the Service to promote, engage in or enable unlawful acts or behavior by yourself or others;
    • Post content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party.

    You further agree not to post, upload to, transmit, distribute, store, create or otherwise publish through this Site and Service any content or materials, including but not limited to, User Content, messages, data, information, text, music, sounds, photos, graphics, code, and links:

    • That are unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, stalking, threatening, spamming, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable;
    • That are materially false, inaccurate or misleading;
    • That would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law or regulations;
    • That impersonate any person or entity or otherwise misrepresents your affiliation with a person or entity, including Jingling;
    • That contain unsolicited or unauthorized (by us) promotions, political campaigning, advertising, contests, raffles, or solicitations;
    • That reveal private information of any user or third-party, including, without limitation, surname (family name), addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
    • That are unrelated to the topic of the Site area in which it is posted; or
    • hat, in the sole judgment of Jingling, (i) violate the previous subsections herein, ii) are objectionable, (iii) restrict or inhibit any other person from using or enjoying this Site and Service, or (iv) may expose Jingling or its affiliates or its users to any harm or liability of any type.

    You may only use this Site and Service for their intended purposes and solely in accordance with these Terms of Use and any additional terms and policies set forth by Jingling. You acknowledge that Jingling has the right, without advance notice and at any time, for violations of this agreement or for any other reason, to:

    • Limit or suspend your access to the Site or Service or suspend or terminate your Account, if you have one;
    • Remove any of your User Content from the Site;
    • Take technical and legal steps to keep you from using our Service;
    • Remove any other person or entity from the Site, together with their posted content, and to prohibit anyone from using this Site and Service in our sole discretion for failing to abide by this Agreement or using the Site or Service in a way that may harm someone else;
    • Modify, interrupt, suspend or terminate the operation of the Site and Service or any part of the Site and Service as necessary to perform routine or non-routine maintenance, error correction or other changes, or for any other reason in our sole discretion; and
    • Modify or change any applicable terms and policies without notice.

    Termination of your access, Account or use of the Service by us will not waive or affect any other right or relief to which Jingling may be entitled, at law or in equity.

  • 12. THE JINGLING PARTNER PROGRAM

    Jingling’s service allows Merchants to reply to Shoppers’ requests with customized Jingles in real time or by using Pre-set Jingle™, a feature that responds to shopper requests with pre-set specials, deals or offers. We recognize that many business owners and managers may be too busy to respond to Jingling shoppers, so Jingling is providing a free online training program, the Jingling Partner Program, for people interested in mastering the Jingling application and Site. Individuals who complete the training course may be referred to as “Jingling Partners.” Jingling expects Jingling Partners will be employees of registered merchants or will work as independent contractors with one or more merchants in responding to shoppers’ requests on the Site. Jingling does not control, employ or compensate the Jingling Partners. Jingling Partners negotiate and enter into agreements with merchants on their own, and Jingling does not guarantee or manage these relationships. While Jingling believes Jingling Partners to be reasonably qualified, Jingling makes no warranty or representation as to the same, accepts no responsibility or liability of any kind for such Jingling Partners’ work and expressly acknowledges that the Merchant’s use and reliance on such expertise are at the Merchant’s own risk.

  • 13. INTELLECTUAL PROPERTY

    Other than User Content, all infrastructure, text, sounds, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, images, animations, videos, tools, software, interactive features and computer code (the “Jingling Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such content contained on the Site is the exclusive property of and owned and controlled by us, our licensors or our third-party content providers, and is protected by copyright, trademark and other applicable U.S. and foreign laws.

    You may access, copy and print the Jingling Content available on this Site for your personal, non-commercial use, provided you do not modify or delete any copyright, trademark or other proprietary notices that appear in the Jingling Content. Jingling or its licensors or content providers retain full and complete title to the Jingling Content available on the Site, including all associated intellectual property rights, and provide this content to you under a license that is revocable at any time in our sole discretion.

    If you are aware of an infringement of either your brand or our brand, please let us know by e-mailing us at admin@jinglingapp.com. If you believe in good faith that materials on our Site infringe your copyright, please provide the following information to us at admin@jinglingapp.com: (a) a clear identification of the copyrighted work you claim has been infringed; (b) a clear identification of the material on the Site you claim is infringing the copyrighted work, including information that will allow us to locate that material on the Site, such as a link to the infringing material; and (c) your contact information so that we can reply to your complaint, including your name, email address and telephone number. We will review and address all notices that comply with these requirements.

    In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, Jingling has a policy to terminate, in appropriate circumstances and at our sole discretion, the accounts of subscribers or account holders who are deemed to infringe any intellectual property rights of others.

  • 14. LINKS TO MERCHANTS’ AND OTHER THIRD-PARTY SITES

    This Site may contain hyperlinks to websites operated by Merchants and third parties besides Jingling. We do not control such websites and are not responsible for their contents or the privacy or other practices of such websites. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from this Site or other websites) is free of such items as viruses, worms, Trojan horses, defects and other items of a destructive nature. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. In some cases you may be asked by a third-party site to link your profile on Jingling to a profile on another third-party site. Choosing to do so is purely optional, and the decision to allow this information to be linked can be disabled (with the third-party site) at any time.

    In the event you agree to purchase from a Merchant, you agree to review and be bound by the Merchant’s terms and conditions of purchase and site use, privacy policy, and any other rules or policies related to the Merchant’s site or property. Your interactions with Merchants are at your own risk. Jingling will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any Merchants or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with Merchants.

  • 15. INTERNATIONAL USE

    This Site is controlled and operated by Jingling from within the United States. Jingling makes no representations that materials contained within the Site are appropriate or available for use in other locations, and access to the Site from locations where such activity is illegal is prohibited. Those who choose to use the Site from other locations do so on their own initiative and are solely responsible for compliance with all applicable laws.

  • 16. DISCLAIMERS AND LIMITATION OF LIABILITY

    JINGLING DOES NOT PROMISE THAT THE SITE AND SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. IT MAKES NO REPRESENTATIONS ABOUT SUITABILITY OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS SITE, AND THE INCLUSION OR OFFERING OF PRODUCTS OR SERVICES THROUGH THIS SITE DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY JINGLING. TO THE FULL EXTENT PERMITTED BY LAW, JINGLING’S SERVICES AND ALL INFORMATION, USER AND OTHER CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ITS SITE AND SERVICE ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY JINGLING TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. JINGLING DISCLAIMS ANY AND ALL LIABILITY FOR ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE OR ANY JINGLING SERVICE.

    THE THIRD-PARTY MERCHANTS OFFERING INFORMATION, PRODUCTS OR SERVICES ON THIS SITE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OFJINGLING. JINGLING IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH MERCHANTS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. JINGLING HAS NO LIABILITY AND WILL MAKE NO REFUND TO ANY SHOPPER IN THE EVENT OF ANY MERCHANT FAILURE TO PROVIDE THE DESCRIBED GOODS OR SERVICES BY THE TIME OR DAY PROMISED, OR ANY OTHER PROBLEMS WITH TRANSACTIONS ON THE SITE.

    YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE, SERVICE AND ANY LINKED SITES. IN NO EVENT SHALL JINGLING BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SITE OR ANY CONTENT, PRODUCTS OR SERVICES OFFERED THROUGH THE SITE BY US OR ANY THIRD-PARTY, EVEN IF JINGLING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, JINGLING’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF $100.00 OR THE REFUND OF THE AMOUNT PAID BY YOU TO JINGLING TO UTILIZE THE SERVICE IN THE PRECEDING 12 MONTHS.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT JINGLING MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF JINGLING'S LIABILITY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

    This limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose. The limitations of liability provided in these terms inure to the benefit of Jingling, its employees, officers, directors, agents, subsidiaries, affiliates and successors in interest.

  • 17. INDEMNITY

    You agree to indemnify and defend Jingling and its officers, directors, shareholders, predecessors and successors in interest, employees, agents, subsidiaries and affiliates harmless from any loss, demand, liability, claims, damages, fines, penalties, recoveries or other costs or expenses of any kind or nature (including but not limited to reasonable attorneys’ and accounting fees) made against Jingling due to or arising out of (i) any of your User Content; (ii) your breach of this Agreement or the documents referenced herein; (iii) your violation of any law or the rights of any third-party or person; or (iv) the use of the Site or Service by you or anyone using your registered account to access or otherwise use the Site or Service. This obligation, like the Disclaimer of Warranties and Limitation of Liability section above, survives these Terms of Use and your use of the Site.

    Jingling reserves the right to assume the defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Jingling in the defense of any such claim, action, settlement or compromise negotiations, as requested by Jingling.

  • 18. TERMINATION

    You may close your Account at any time without penalty by sending an email to admin@jinglingapp.com. It may take up to 14 days for us to delete your Account after we receive your request. Your right to access or use the Service shall terminate upon your breach of this agreement or the closing of your Account, whether by us or by you. We may immediately terminate or suspend your access to or ability to use the Service, without prior notice or liability, for any reason or no reason, in our sole discretion. Any limitation, suspension or termination of your Account shall not alter your obligations to us under these Terms of Use. For example, in the event that you owe fees to us at the time of your Account termination or suspension, you will continue to owe those fees, and we may file a claim against you to recover them, together with our attorneys’ fees and costs, as permitted by law. Any limitation, suspension or termination of your Account shall not alter your obligations to the terms of Jingles that you had previously sent, and were accepted by Shoppers, and are still considered active by expiration or by redemption date.

    The provisions of the Terms of Use which by their nature should survive the termination or suspension of your Account shall survive, including but not limited to, the rights and license you have granted to us in your User Content and the provisions relating to collection, dissemination or use by you of other users’ personal information, our fees, disclaimers, limitations on liability, indemnity, mandatory mediation and arbitration and warranties.

  • 19. MEDIATION AND ARBITRATION

    You and Jingling (the “Parties”) agree that we will resolve any controversy at law or equity that arises out of your access to or use of the Service in accordance with this Section. This agreement and your use of the Site and Service shall be governed by the laws of the State of Texas, without regard to Texas’ principles of conflict of laws.

    If a dispute between us cannot be resolved through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Rules before resorting to arbitration. The mediator’s fee, as well as other fees and expenses related to mediation (excluding attorneys’ fees), will be paid equally by the Parties, no matter who requested mediation. Mediation proceedings hereunder shall be conducted where agreed to in writing by the Parties or, in the absence of such agreement, in Travis County.

    In the event the Parties are unable to resolve a dispute despite good faith mediation, the dispute shall then be submitted to and resolved by binding arbitration administered by the AAA in accordance with the terms of this Section and the Commercial Arbitration Rules of the AAA. In the event of any inconsistency between this Section and those rules or statutes, the terms of this Section shall control.

    Any dispute shall be decided by a single arbitrator picked by you from a list of five arbitrators chosen by Jingling. The arbitration proceeding shall take place in Travis County and the arbitrator shall have authority to award all damages of any kind, together with costs and fees (including attorneys’ fees), to be paid to the prevailing Party. The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable and within the scope of this Section, including temporary restraining orders and preliminary and permanent injunctions. The arbitrator may also grant such ancillary relief as is necessary to make effective the award. In all arbitration proceedings, the arbitrator shall make specific and written findings of fact and conclusions of law. The arbitrator’s findings of fact shall be binding on the Parties and shall not be subject to further review except as otherwise allowed by a court of law. To the maximum extent practicable, an arbitration proceeding hereunder shall be concluded within 180 days of the filing of the dispute with AAA. The provisions of this Arbitration Program shall survive any termination, amendment, or expiration of these Terms of Use, unless the Parties otherwise expressly agree in writing making specific reference to this Arbitration Program.

  • 20. SPECIAL PROVISIONS FOR APPLICATION DEVELOPERS

    If you develop software or services based on the Service or any Content, whether using our API or not, you will agree to and comply with the Jingling API License Agreement whose terms are incorporated herein.

  • 21. MISCELLANEOUS

    “Jingling” and all associated logos displayed within the Service are our trademarks (unless otherwise noted).

    You agree that no joint venture, agency, partnership, or employment relationship exists between you and Jingling or its affiliates as a result of this Agreement or your use of the Site and Service. You understand that this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of this Site or information provided to or gathered by us with respect to your use.

    The invalidity or unenforceability of any provision of these Terms of Use shall not affect the validity of this agreement as a whole and any such provision should be enforced and reconstructed if need be, to apply to the maximum extent allowable under applicable law. Jingling’s failure to enforce at any time any of the provisions of this agreement, to exercise any election or option provided herein, or to require at any time the performance of others of any of the provisions herein will not in any way be construed as a waiver of such provisions. The section headings used herein are for convenience only and shall not be given any legal import.

  • 22. CONTACTING US

    All questions, comments, feedback and other communications regarding the Site and Services should be directed to info@jinglingapp.com.

© 2017 Jingling Corporation. All rights reserved.