Terms of Service

Please read these Terms of Service (the “Agreement”) carefully. By using our online products or services ("Services"), you accept these terms of use ("Terms") and confirm that you are authorized to bind your organization to them. If you don’t agree to these Terms or can't bind your organization, do not use the Services. "You" refers to both you and any user accessing the Services on behalf of your organization.

This Agreement is between You and jimu Labs, Inc. dba Painboard (“Company” or “we” or “us”) concerning your use of (including any access to) our online interfaces and properties, e.g., mobile services, websites, and software and collaboration tools, products and services that link to this Agreement (collectively, the “Service”). This Agreement hereby incorporates by reference any additional terms and conditions posted by Company through the Service, or otherwise made available to you by Company.

1. Services Scope and Usage Rights

We offer the software as a solution for organizing, storing, browsing, and collaborating on customer data. Users are entitled to access and interact with the Software in line with these Terms. Painboard provides this Software as a Service (SaaS), and it is understood that the User does not receive any licensing rights. Specifically, rights to use the SaaS do not extend to any of the rights usually associated with ownership, such as but not limited to reproduction, distribution, public display, performance, broadcasting, or alteration.

Throughout the duration of the Subscription Term, Painboard confers upon you a non-exclusive, retractable, non-sublicensable, and non-transferable right to make use of and access the Services as detailed in the specified Order Form, in conformity with the stipulations of this Agreement and said Order Form. Access to the Services includes usage of all available functionality within the Services package(s) selected on the Order Form, effective from the date of that Order Form and subject to any outlined usage constraints.

2. Ownership and Intellectual Property

The User does not confer to Painboard any rights, ownership, or interest in any User Data, non-Painboard applications, or code provided by the User under these Terms. For the sole aim of delivering the Painboard Service to the User, Painboard receives a global, limited-time license to host, copy, transmit, and present the User’s Data as necessary.

The User must acknowledge that the Software is an exclusive product of Painboard. The User agrees that all rights, titles, and interests in the Software and related intellectual property are, and shall remain, the property of Painboard. Painboard maintains all rights that are not directly dispensed to the User under these Terms.

3. Subscription Fees

Painboard's Services are accessible via subscription, and as a User, you are obliged to remit payment for any Services procured or utilized. It is your responsibility to settle all pertinent taxes associated with the Services, such as sales, use, and value-added taxes, excluding any taxes levied on Painboard’s income. In the absence of an alternative written agreement between the parties, your use of the Services constitutes your consent for Painboard to initiate billing using the payment method on record for any fees incurred by you.

By availing the Services, you waive any right to additional notification of such automatically authorized charges. Should any charges be declined due to insufficient funds or fail for another reason, Painboard retains the discretion to process the transaction again using any authorized method. You are bound by an agreement to inform us promptly of any alterations to your billing information, including updates to your credit card details. Painboard maintains all rights not explicitly granted to the User under these Terms.

4. Term and Termination of The Agreement

4.1. Subscription Duration

The Agreement shall persist until terminated as prescribed herein. Should there be no written agreement to the contrary, your subscription to our Services will renew automatically for an identical term. To prevent renewal, you must notify us in writing of your decision not to renew at least 30 days before the expiry of the current term.

4.2. Termination Rights

This Agreement may be terminated (i) by either party if there is a substantial breach by the other which is not remedied within 30 days following a written breach notice, (ii) as detailed in Section 6, or (iii) by either party upon presenting proof that the other has entered into insolvency proceedings or otherwise cannot meet its obligations to creditors. Painboard retains the sole discretion to suspend or terminate your Service access for substantial breaches of these Terms, without exempting you from your financial obligations under this Agreement.

4.3. Consequences of Termination

Upon the Agreement's termination, your Service access rights will be revoked immediately. Any data or content you've uploaded may be purged from our systems straightaway upon your account's termination or cancellation. Painboard bears no responsibility for losses or damage due to account cancellation; it is your duty to safeguard your data before cancellation. Sections 2, 5, 7 and 9 will survive any Agreement termination.

5. Confidential Information

“Confidential Information” means all commercial, financial, legal, personal and/or technical information concerning a party disclosed by that party to the other party, the further disclosure of which could reasonably be expected to have an adverse impact on the Disclosing Party, and any information otherwise identified by the Disclosing Party as “confidential”. The Receiving Party will maintain the Confidential Information in confidence and will not use that information or disclose that information to any of its directors, officers, or employees, except to the extent necessary for the performance and enforcement of this Agreement, or to any third parties, except with the prior written consent of the Disclosing Party. The Receiving Party agrees that it will inform any of its directors, officers and employees having access to the Confidential Information of the confidential nature of the Confidential Information and will ensure that those directors, officers and employees maintain the confidentiality of the Confidential Information in accordance with the terms of this Agreement. Upon termination of this Agreement, or otherwise upon demand of the Disclosing Party, the Receiving Party will deliver to the Disclosing Party all copies, whether written, in the form of computer data or otherwise, of the Confidential Information and all documents and materials prepared by or for the Receiving Party which include or refer to Confidential Information and the Receiving Party will delete all Confidential Information from any computer system, retrieval system or database of the Receiving Party. The Receiving Party will cause all third parties to whom it has provided any Confidential Information to comply with this paragraph and, if requested by the Disclosing Party, the Receiving Party will provide to the Disclosing Party a certificate of a senior officer of the Receiving Party confirming that the Receiving Party and those third parties have complied with the provisions of this paragraph.

6. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless jimu Labs and our officers, directors, agents, partners and employees (individually and collectively, the “jimu Labs Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify jimu Labs Parties of any third-party Claims, cooperate with jimu Labs Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the jimu Labs Parties will have control of the defense or settlement, at jimu Labs's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and jimu Labs or the other jimu Labs Parties.

7. Privacy

Painboard's Privacy Policy describes how we handle the information you provide to us when you use our Services or access our website.

8. Disclaimers

YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, OUR SERVICES AND ANY CONTENT THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, JIMU lABS DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE jimu Labs ATTEMPTS TO MAKE YOUR USE OF OUR SERVICES AND ANY CONTENT THEREIN SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JIMU LABS AND THE OTHER JIMU LABS PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF JIMU LABS OR THE OTHER JIMU LABS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF JIMU LABS AND THE OTHER JIMU LABS PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF $100 OR THE AMOUNT PAID BY YOU TO USE OUR SERVICES. THE LIMITATIONS SET FORTH IN THIS SECTION 11 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF JIMU LABS OR THE OTHER JIMU LABS PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

Contact Information

Should you have any questions about this agreement, please contact us at:

Email: jimu@jimulabs.com

Last updated: June 19, 2024