Terms of Service
Welcome to Jodder (Company, we, our, us), your social companion! Thanks for clicking on our terms of service. Please get comfortable so you can carefully review the information below. Lucky you, this will take approximately fifteen (15) minutes. These Terms of Service (Terms) govern the relationship between us and our Clients (you, your, their) and apply to all clients that use our Services. Specific terms between parties not covered in these terms will be found in the client contract.
By filling out the subscription information (Application) and making the initial payment to Jodder, Client acknowledges they have read, understood, and agree to be bound by the terms of service and subscription agreement (Agreement). If you do not understand or agree with the Agreements, or cannot comply with the Terms, you may be ineligible to use our Services. We hope that isn’t the case. If you have questions or concerns, please let us know by sending us a message at Sherry@Jodder.com
Your privacy is important to us! Our Privacy Policy governs Client use of our Services and describes how we collect, keep safe and disclose information that result from your use of our Services. Please read it here https://www.jodder.com/privacy/
OUR SERVICE
Jodder exists to create and manage social media content for clients (Services), and desires to perform Services for the benefit of Clients (Client, you, your). Jodder agrees to provide Client with Services requested by Client on the application. Client acknowledges they have reviewed any content provided by Jodder and agree to ensure it is in compliance with all laws and regulations in the country(s) and state(s) where it currently conducts its business.
Client agrees to keep Client passwords confidential and will be responsible for all use of Client account and password. We reserve the right to remove, reclaim, or change a username if we determine a username to be inappropriate, obscene, or otherwise objectionable.
There may be information within the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. Jodder reserves the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
Jodder makes no warranties or representations about the accuracy or completeness of the services’ content or the content of any websites or mobile applications linked to the services and Jodder will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from client access to the services, (3) any unauthorized access to secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the services, (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the services by any third party, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of any content posted, transmitted, or otherwise made available via the services.
Jodder does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the services, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and Jodder will not be a party to or in any way be responsible for monitoring any transaction between client and any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, client should use their best judgment and exercise caution where appropriate.
PURCHASES AND PAYMENT
All purchases by Client are final and are non-refundable. Client acknowledges and agrees it is purchasing a subscription-based Service for a period equal to the term of the Agreement.
Client authorizes us to make monthly regularly scheduled charges to the credit card provided as part of the Application. A receipt for each payment will be provided to Client and the charge will appear on Client’s credit card statement. Client agrees no prior notification will be provided unless the date or amount changes, in which case you will receive notice from us at least ten (10) days prior to the payment being collected.
Client understands the authorization provided under this section of the Agreement will remain in effect until Client cancels it in writing at least fifteen (15) days prior to the next billing date.
Client agrees it will provide accurate, current and complete, billing and account information. Client certifies they are an authorized user of the credit card and will not dispute these scheduled transactions; so long as the transactions correspond to the terms indicated in this section. If payment dates fall on a weekend or holiday, Client understands the payments may be executed on the next business day. All payments shall be in US dollars. Sales tax will be added to the price of purchases as required. We may change prices at any time for any reason, upon providing the Client 30 days written notice of such change.
CLIENT REPRESENTATIONS
By using the Services, Client agrees that: (1) all registration information submitted will be accurate, current, and complete; (2) Client will maintain the accuracy of such information and promptly update Client information as necessary; (3) Client has the legal capacity to agree and comply with these Agreements; (4) Client is not a minor in the jurisdiction in which Client reside; (5) Client will not access the Services through automated or non-human means; (6) Client will not use the Services for any illegal or unauthorized purpose; and (7) Client use of the Services will not violate any law or regulation.
If Client provides any information that is inaccurate, not current, or incomplete, we have the right to suspend and/or terminate Client’s account and refuse current or future use of the Services.
USER CONTENT OWNERSHIP AND LICENSE
Users retain ownership of all content they create, upload, or submit to Jodder’s services (User Content).
License Granted to Jodder
By submitting User Content, users grant Jodder a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Services and Jodder’s business operations. This license is granted for the purpose of operating, promoting, and improving the Services.
Duration and Termination
The license remains in effect until the User Content is removed from the Services. Users may terminate this license by removing their User Content from the Services.
Representations and Warranties
Users represent and warrant that they own or have the necessary rights to grant the license referenced above.
SOCIAL MEDIA
As part of the functionality of the Services, Client may link account with online accounts Client has with third-party service providers (each such account, Third-Party Account) by either: (1) providing Client Third-Party Account login information through the Services; or (2) allowing us to access Client Third-Party Account, as is permitted under the applicable terms and conditions that govern each Third-Party Account. Client represents and warrant that Client is entitled to disclose Client Third-Party Account login information to Jodder and/or grant Jodder access to Client Third-Party Account, without breach by Client of any of the terms and conditions that govern the applicable Third-Party Account, and without obligating Jodder to pay any fees or making Jodder subject to any usage limitations imposed by the third-party service provider. By granting us access to any Third-Party Accounts, Client understand that we may access, make available, and store (if applicable) any content that Client has provided to Client Third-Party Account (Social Network Content) so that it is available on and through the Services via Client account, including without limitation any friend lists.
We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Jodder ia not responsible for any Social Network Content. Client acknowledges and agrees that Jodder may access Client email address book associated with a Third-Party Account and Client contacts list stored on Client mobile device or tablet computer solely for purposes of identifying and informing Client of those contacts who have also registered for the Services. Client can deactivate the connection between the Services and Client Third-Party Account by contacting Jodder using the contact information below or through Client account settings (if applicable). Jodder will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with Client account.
INTELLECTUAL PROPERTY RIGHTS
Jodder’s Intellectual Property
Client acknowledges and agrees Jodder is the sole owner and/or the licensee of all intellectual property rights related to the Services, including but not limited to source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the Content), as well as the trademarks, service marks, and logos contained therein (Marks).
The Content and Marks may be protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Content and Marks are provided to Client through a non-exclusive, non-transferable, revocable royalty-free license for internal business purposes only.
Client Use of our Services
Subject to Client’s compliance with the terms of this Agreement Jodder grants Client a non-exclusive, non-transferable, revocable license to:
- access the Services; and
- download or print a copy of any portion of the Content to which Client has properly accessed.
Except as set out in this section or elsewhere in the Agreement, no part of the Services, Content, and/or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any reason without our express prior written permission.
If Client requests to make any copies of the Services, Content, or Marks other than as set out in this section, please contact us at the following email: Sherry@Jodder.com
If Jodder agrees to grant Client the permission to post, reproduce, or publicly display any part of our Services or Content, Client must identify Jodder as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying the Content.
We reserve all rights not expressly granted to Client in the Services, Content, and Marks.
PROHIBITED ACTIVITIES
Client agrees to use the Services solely as intended by Jodder and not for any unauthorized commercial purposes. Client shall not:
Misuse Data and Content
• Systematically extract data without Jodder’s written consent.
• Upload or transmit harmful code (viruses, etc.) or interfere with Services functionality.
• Use automated systems (scripts, bots, etc.) for data collection or communication.
• Remove proprietary notices.
• Use hidden tracking mechanisms.
Compromise Security and Engage in Fraud
• Attempt to obtain sensitive account information or mislead users.
• Circumvent security features or access restrictions.
• Reverse engineer or decompile Services software.
Misrepresent Identity and Harm Reputation
• Impersonate others or use another user’s credentials.
• Disparage or compete with Jodder.
Engage in Harassment or Abuse
• Harass, abuse, or harm others using Services information.
• Misuse support services or file false reports.
• Threaten or harass Jodder employees.
Violate Laws or Third-Party Rights
• Use the Services in violation of applicable laws or regulations.
• Engage in unauthorized framing or linking.
• Violate privacy or publicity rights.
• Distribute illegal content (child pornography, hate speech, etc.).
SERVICE LEVELS + AVAILABILITY
General Commitment
Jodder strives to provide reliable and consistent access to its Services and the successful delivery of agreed-upon content and social media management activities. However, the performance and availability of certain aspects of the Services are dependent on factors outside of Jodder’s direct control, including the operational status of third-party social media platforms (such as Facebook, Instagram, LinkedIn, Twitter, TikTok, etc.) and technology partners that Jodder utilizes to provide the Services (e.g., social media management software platforms).
Availability of Services Dependent on Third Parties
Jodder utilizes third-party technology partners to schedule, publish, manage, and analyze content and social media presence. The availability and functionality of these components of the Services are subject to the uptime, performance, and terms and conditions of these third-party providers.
Excluded Downtime and Performance Issues
Notwithstanding any other provision in this Agreement, Jodder shall not be responsible for, nor shall any unavailability or performance issue count against any potential service level commitment, if caused by or resulting from:
• Any downtime, API issues, functionality changes, or performance degradation originating from Facebook, Instagram, LinkedIn, Twitter, TikTok, or any other social media network or platform. These platforms are external to Jodder and its technology partners, and their operational status is beyond Jodder’s control.
• Any downtime, bugs, or performance issues originating from third-party software or technology platforms utilized by Jodder to the extent such issues are caused by the third-party provider and are not within Jodder’s ability to resolve.
• Any actions or omissions by Client or its agents, including but not limited to, providing incorrect information, delays in approvals, technical issues with Client’s systems or internet connection, or violation of this Agreement or third-party platform terms.
• Events beyond Jodder’s reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargos, fires, floods, strikes, or other labor disturbances, power outages, or governmental regulations.
• Planned downtime for maintenance or upgrades of Jodder’s internal systems or its third-party partners’ systems, provided reasonable notice is given where possible.
• Any unavailability caused by issues with Client’s or Jodder’s respective internet service providers.
Formal Service Level Agreements
Specific, quantifiable Service Level Agreements (SLAs) with defined uptime percentages and potential remedies are not included in Jodder’s standard terms and conditions due to the significant dependency on external, uncontrollable factors as outlined above. Should a Client require a formal SLA, this may be available only under specific circumstances, typically requiring a separate, mutually agreed-upon written addendum to this Agreement or inclusion in an annual contract.
Jodder’s Efforts
While formal uptime guarantees are subject to separate agreement, Jodder commits to:
• Utilize commercially reasonable efforts to monitor the status of its core service components and the platforms it integrates with.
• Work diligently to resolve issues within its direct control.
• Communicate with clients in a timely manner regarding known significant outages or issues with third-party platforms that may impact the Services.
• Work with its technology partners to the extent feasible to address issues originating from their systems, subject to their own support processes and SLAs with Jodder.
MODIFICATIONS
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to Client or any third party for any modification, price change, suspension, or discontinuance of the Services. Supplemental terms and conditions or documents that may be posted related to the Services from time to time and are hereby expressly incorporated herein by reference. Jodder will alert Client about any changes by updating the “Last updated” date to this Agreement, and Client expressly waives any right to receive specific notice of each such change. The client is responsible for periodically reviewing this Agreement to stay informed of updates.
TERM, TERMINATION AND CANCELLATION
This Agreement shall remain in effect for six months or one-year period beginning on the Effective Date (Initial Term). At the expiration of the Initial Term, this Agreement will automatically renew for successive for a six months or one-year periods (each a Renewal Term, and together with the Initial Term shall be referred to as the Term).
If Client elects to terminate without cause under this Section, Client shall, upon furnishing notice of termination, pay to Jodder a termination fee in an amount equal to Client’s current monthly fee multiplied by the number of months left in the Term (Termination Fee). You and we agree the Termination Fee to be liquidated damages constituting compensation, and not a penalty. You and we acknowledge and agree that damages resulting from termination pursuant to this Section would be impossible or very difficult to accurately estimate, and that the Termination Fee is a reasonable estimate of the anticipated or actual harm that may arise from such termination. The terminating party’s payment of the Termination Fee is the terminating party’s sole liability and entire obligation and the non-terminating party’s exclusive remedy for any termination by the terminating party under this Section.
We reserve the right to, without notice or liability, deny access to any Services (including blocking certain IP addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Agreements or of any applicable law or regulation. We may terminate Client use or participation in the Services or delete Client accounts and any content or information that Client posted at any time, without warning, in our sole discretion.
If we terminate or suspend Client account for any reason, Client is prohibited from registering and creating a new account under Client name, a fake or borrowed name, or the name of any third party, even if Client may be acting on behalf of the third party. In addition to terminating or suspending Client account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive relief.
INDEMNIFICATION
Client agrees to defend, indemnify, and hold Jodder harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:
(1) Client Contributions;
(2) use of the Services;
(3) breach of these Agreement;
(4) any breach of Client representations and warranties set forth in these Agreement;
(5) Client violation of the rights of a third party, including but not limited to intellectual property rights.
GOVERNING LAW
This Agreement and Client’s use of the Services are governed by and construed in accordance with the laws of the State of South Dakota applicable to agreements made and to be entirely performed within the State of South Dakota, without regard to its conflict of law principles.
DISPUTE RESOLUTION
Any legal action of whatever nature brought by either Client or Jodder shall be commenced or prosecuted in the state and federal courts located in Minnehaha, South Dakota, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-convenience with respect to venue and jurisdiction in such state and federal courts. Any disputes arising from this Agreement shall first be subject to good faith negotiations. If unresolved, the parties agree to mandatory mediation before pursuing legal action In no event shall any claim, action, or proceeding brought by either Party related in any way to the Services be commenced more than one (1) year after the termination of Agreement.
MISCELLANEOUS
These Agreement and any policies or operating rules posted by Jodder or in respect to the Services constitute the entire agreement and understanding between Client and Jodder. Our failure to exercise or enforce any right or provision of these Agreement shall not operate as a waiver of such right or provision.
Jodder may assign any or all of our rights and obligations to others at any time. Jodder shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
There is no joint venture, partnership, employment or agency relationship created between Client and Jodder as a result of this Agreement.
CONTACT JODDER
In order to resolve a complaint regarding the Services or to receive further information regarding Jodder or the Services, please contact us at:
Sherry@Jodder.com
Jodder, LLC
747 W Mardo Cir
Sioux Falls, SD 57108
United States