PROVIDER TERMS AND CONDITIONS

Effective date 5/25/17

These Provider Terms and Conditions (the Terms and Conditions) govern and are incorporated into the Jabo Provider Agreement between Jabo and Provider (collectively, the Agreement). Jabo, subject to the provisions of this paragraph, may amend the Terms and Conditions in its sole discretion and at any time. The most recent version of the Terms and Conditions (as may be amended by Jabo from time to time) will be available: (i) in Jabo's Advertiser Area, and/or (ii) as part of the Jabo Newsletter. Provider agrees that either or both of these notification methods constitute adequate notice to inform Provider of any amendments to the Agreement and Provider further agrees to be bound by any such amendments to the Agreement upon such notification.

Definitions

PROVIDER OFFERING means the goods and/or services to be provided by the Provider, stated on the Voucher as presented by Jabo. Values determined by Provider.

MAXIMUM NUMBER OF VOUCHERS means the maximum number of Vouchers Jabo is authorized to administer the sale of on behalf of the Provider.

AMOUNT PAID means the amount a purchaser pays for each Voucher.

EXPIRATION DATE means the date stated on the Voucher when the Provider Offering expires.

REMITTANCE AMOUNT means the amount Jabo shall remit to Provider for each Voucher, subject to the payment terms.

  1. Voucher Program
    1. Jabo is authorized to promote and sell Vouchers on Provider’s behalf subject to the terms of this Agreement and the "Terms of Sale" located at https://jaboapp.com/terms-of-sale . The Voucher will evidence the Provider Offering and will be sent to the purchaser electronically once payment is received. The purchaser will then redeem the Voucher with the Provider by presenting the Voucher in paper or electronic form. Provider is the issuer of the Vouchers and seller of the Provider Offering. If there is a conflict between this Agreement and the Terms of Sale, the Agreement controls.
    2. Jabo is authorized to promote and sell Vouchers on Provider’s behalf through any platform, including its feature deal-of-the-day, affiliates, business partner network, marketplace, or referral network. The Vouchers may be offered to all or part of Jabo’s subscriber base or its affiliate subscriber base or referral network and segmented by various variables including gender, age, location, and consumer preferences. The features may be offered through a variety of distribution channels, including, the Internet, the Website, affiliate websites, business partner network, email, mobile applications, other types of electronic offerings and other platforms or distribution channels owned, controlled, or operated by Jabo, its affiliates or business partners. In addition, in connection with Jabo's promotion of a Provider Offering, Provider authorizes Jabo to shorten or extend the Expiration Date.
    3. For appointment based Provider Offerings, Jabo may require that Provider provide Jabo with a calendar of available appointment times and allow Jabo purchasers to schedule appointments with the Provider through Jabo and any third party service Jabo may use. Jabo may audit Provider response times using various methods, including but not limited to, auto-dialers, call forwarding and pre-recorded calls. If Jabo, in its sole discretion, determines Provider response times or the quality of service provided to purchasers is unsatisfactory, Jabo may terminate the Agreement and return the Amount Paid to purchasers for unredeemed Vouchers.
    4. Jabo is authorized to promote and sell up to the Maximum Number of Vouchers in multiple markets and on dates in its discretion. If Provider elects to offer recurring month-to-month features, then Jabo will promote and sell up to the Maximum Number of Vouchers for the initial feature, and continue to promote and sell up to the Maximum Number of Vouchers for subsequent features. Provider shall specify the Maximum Number of Vouchers, and may increase the number in its discretion.
    5. Jabo reserves the continuing right to reject, revise, or discontinue any Provider Offering, at any time and for any reason in Jabo's sole discretion, and to terminate the Provider Offering and to remove all references to the Provider Offering and Voucher from the Website; and redirect or delete any URL used in connection with the Provider Offering.
    6. PROVIDER AGREES TO REDEEM THE VOUCHER FOR THE AMOUNT PAID INDEFINITELY.
    7. Provider must always allow the purchaser to redeem the Voucher for the Amount Paid toward the Provider Offering. If the goods and services constituting the Provider Offering and stated on the Voucher are no longer available, the Provider must always allow the purchaser to redeem the Voucher toward any goods or services then offered by the Provider equivalent to at least the Amount Paid.
    8. Partial redemptions: If applicable, and if a purchaser redeems a Voucher for less than the Amount Paid, the Provider is responsible for handling any unredeemed value as required by applicable law.
    9. Provider agrees that in providing the Provider Offering, Provider will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the Voucher. Provider further agrees not to impose different terms or a different cancellation policy than what is imposed on its non-Jabo customers.
    10. Provider agrees that so long as an appointment or reservation is made to redeem a Voucher, or purchaser has made an attempt to make an appointment, the Voucher will be honored for the Amount Paid without restriction.
    11. Provider is responsible for all customer service in connection with the Provider Offering and for supplying all goods and services stated in the Provider Offering. Provider is also responsible for any customer loyalty programs associated with the Provider Offering.
    12. If applicable, Provider will hold the Provider Offering for pick-up by each purchaser at the Redemption Site. The Redemption Site is the complete and accurate address provided by Provider to Jabo where purchasers are able to redeem the Voucher to pick-up the Provider Offering. Provider also agrees to provide Jabo with the hours and dates of operation, complete with any exceptions, and a valid phone number for the Redemption Site. If any of the information related to a Redemption Site changes, Provider agrees to notify Jabo immediately of such change.
    13. Provider agrees to accept returns of the Provider Offering in compliance with applicable laws, but in any event: (i) will accept returns of a defective Provider Offering or nonconforming items in or a part of any Provider Offering at all times and pay (or reimburse a purchaser for) any and all costs associated with the return of such Provider Offering; and (ii) will not impose a more restrictive return policy on purchasers than Provider's regular return policy as applied to Provider's purchaser in the ordinary course of Provider's business.


  2. Payment
    1. Amounts retained by Jabo from the proceeds of the Provider Offering are compensation to Jabo for marketing, promoting, and advertising the Provider Offering and distributing the Vouchers on behalf of Provider. Provider shall retain the Remittance Amount in trust for the benefit of purchasers holding unredeemed Vouchers until Provider delivers the Provider Offering, refunds the holder of any unredeemed Voucher or escheats the amount required to a taxing authority, if applicable. The funds held in trust shall be returned to Jabo upon demand for refunds to purchasers. Jabo is authorized to review Provider’s credit history, which may include a soft credit check.
    2. Jabo is authorized to initiate ACH credit transaction entries to Provider’s depository account at the depository financial institution named in this Agreement or as otherwise provided to Jabo by Provider in writing (Provider Bank Account). Only in the event of an error, Jabo is authorized to initiate debit entry adjustments to the Provider Bank Account to correct any error. Provider hereby acknowledges that Jabo’s origination of all ACH transactions to Provider Bank Account must comply with provisions of U.S. law. ACH payments take up to five (5) business days to become available in the Provider Bank Account after processing.
    3. Provider will not attempt to bill or collect reimbursement from any third-party payor, including but not limited to any insurer, health insurance plan, Medicare, Medicaid, or any other federal, state, provincial, territorial or local governmental program or entity (Third-Party Payor), for any of Provider’s services. Provider will accept the amounts received from Jabo as payment in full for all services provided by Provider delivered pursuant to the Provider Offering. Provider is solely responsible for complying with any contractual requirements imposed by its contracts with Third-Party Payors, including but not limited to requirements related to offering discounted services.
    4. Tax Levy. In the event Jabo receives written notice of a validly issued state or federal tax levy relating to past-due taxes owed by Provider, Jabo may, in accordance with applicable law, deduct any such amounts from payments due to Provider.
    5. Taxes Generally. It is Provider's responsibility to determine what, if any, taxes apply to the payments Provider makes or receives, and it is Provider’s responsibility to collect, report and remit the correct tax to the appropriate tax authority. Jabo is not responsible for determining whether taxes apply to Provider's transaction with either purchasers or Jabo, or for collecting, reporting or remitting any taxes arising from any transaction with or by Provider and purchaser. Provider may be asked to provide Jabo with a valid Tax Identification Number for tax reporting purposes. An IRS Form 1099 may be issued in Provider's name for the value of payments made. Notwithstanding anything else in this Agreement, Provider shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which Provider is required to be so registered in connection with the Provider Offering and pursuant to the terms and redemption of the Voucher, and shall be responsible for paying any and all sales, use or any other taxes related to the Provider Offering or the goods and services.
    6. Transaction Taxes. Provider bears sole financial responsibility for any and all sales, use, excise, general, GST, or other similar taxes, including any interest penalties and additions related thereto, imposed on or arising from the transactions contemplated by this Agreement between Jabo and Provider (Transaction Taxes), if any. Jabo shall apply the applicable Transaction Tax to the amounts it retains and/or other fees remitted to Jabo pursuant this Agreement. Transaction Taxes are calculated using the Provider's billing address and will be included on invoices. Tax rates are subject to change. If applied, Transaction Taxes will be calculated at the time of each payment using the rates in effect under current law.
    7. Withholding Taxes. Jabo may be required by tax authorities to withhold taxes on behalf of Provider. Jabo reserves the right to deduct any such taxes from amounts due to Provider and to remit them to the appropriate tax authority. Jabo may also be required to report the withholding tax payments to the tax authorities. Jabo shall provide evidence of payment of withholding taxes to Provider no later than 60 days after payment of the withholding taxes.
    8. Notwithstanding anything to the contrary, Jabo will have no obligation to advance amounts that have been paid to Jabo by a purchaser until Provider has complied with Provider's obligations under this Agreement. If Jabo reasonably believes that Provider has breached any provision of this Agreement, Jabo may offset, delay, withhold, or suspend future payments to Provider, in Jabo's sole discretion. In addition, if Provider is unwilling to, or in Jabo's reasonable discretion appears unable to, perform its obligations under this Agreement, Jabo is authorized to offset, delay, withhold, or suspend future payments to Provider in addition to such other remedies as may be available under this Agreement or at law, to secure payment from Provider for any refunds and/or other amounts payable by Provider under this Agreement.


  3. Customer Data Restrictions
    1. Customer Data means all identifiable information about purchasers generated or collected by Jabo or Provider, including, but not limited to, purchasers’ name, shipping addresses, email addresses, phone numbers, purchaser preferences and tendencies, and financial transaction data.
    2. Provider shall use Customer Data only to fulfill its redemption obligations in connection with the Provider Offering as authorized by this Agreement. Provider expressly agrees that any Customer Data shall be used only for this purpose (including, but not limited to, the redemption of Vouchers and provision of goods and services to purchasers), and not to enhance a file or list owned by Provider, or any third party. Provider represents, warrants and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose, unless required by applicable law. If Provider engages any third party to facilitate its redemption obligations hereunder, Provider shall ensure that such third party implements and complies with reasonable security measures in handling any Customer Data. If any Customer Data is collected directly by Provider or a third party engaged by Provider to facilitate its redemption obligations hereunder, Provider shall ensure that it or such third party adopts, posts and processes the Customer Data in conformity with its posted privacy policy and all applicable laws.
    3. As long as Provider uses Customer Data in compliance with applicable law and Provider’s posted privacy policy, restrictions stated in this Agreement on Provider’s use of Customer Data do not apply to: (i) data from any purchaser who is already a customer of Provider before the Effective Date, if such data was provided to Provider by such purchaser independent of this Agreement or any transaction hereunder; or (ii) data supplied by a purchaser directly to Provider who becomes a customer of Provider in connection with such purchaser explicitly opting in to receive communications from Provider.
    4. Provider shall immediately notify Jabo if Provider becomes aware of or suspects any unauthorized access to or use of Customer Data or any confidential information of Jabo, and shall cooperate with Jabo in the investigation of such breach and the mitigation of any damages. Provider will bear all associated expenses incurred by Jabo to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of Customer Data while such data is in Provider's reasonable possession or control. Upon termination or expiration of this Agreement, Provider shall, as directed by Jabo, destroy or return to Jabo all the Customer Data in Provider's or any agent of Provider's possession.


  4. Mobile Redemption Devices

    If Jabo leases or lends Provider a tablet or mobile redemption device (Device), Provider agrees to be bound by the terms of use, end user license agreements, or other provisions governing its use, unless otherwise authorized by Jabo in writing. Unless otherwise stated in writing, Provider shall only use the Device for transmitting redemption data to Jabo and processing purchaser payments and shall return a loaned Device fourteen (14) days after the Expiration Date, unless a new feature is planned or if requested by Jabo for any reason. Jabo reserves the right to bill Provider for the cost of the Device, or offset any current or future payments due to Provider under any contract between the parties if the device is not returned, or for costs related to damage or other misuse.

  5. Promotional Programs

    In an effort to incentivize Voucher sales, Provider authorizes Jabo, at any time and in Jabo’s sole discretion, to increase or decrease the Amount Paid for the Provider Offering (any such effort, Promotional Program(s)). For each Voucher sold as part of a Promotional Program, the Net Remittance Amount will be adjusted in an amount equal to the percentage increase or decrease in the Amount Paid (Promotional Adjustment), provided that, any decrease of the Net Remittance Amount will not exceed: (i) twenty percent (20%) of the Net Remittance Amount, or (ii) if applicable, the maximum Promotional Adjustment specified in the Payment Terms section of the Jabo Provider Agreement. Promotional Programs include the following:

    a. Promotional Codes - A Promotional Code is a code that purchasers may use, in Jabo's sole discretion, to receive a discount on the Amount Paid for a Provider Offering.

    b. Amount Paid Optimization – Amount Paid Optimization is any change (excluding Promotional Codes) to the Amount Paid for a Provider Offering.


  6. Term and Termination
    This Agreement will continue in effect until terminated by either party in accordance with this Section (Term). Jabo is authorized to terminate this Agreement, at any time for any reason, upon written notice to Provider. Provider is authorized to terminate this Agreement upon seven (7) business days prior written notice to Jabo. Termination of this Agreement will not in any way affect Provider’s obligation to redeem any Voucher according to the terms of this Agreement, including the obligation to honor the Voucher for the Amount Paid after the Expiration Date. Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term.
  7. Compliance with Gift Card, Gift Certificate and Abandoned Property Laws

    Provider agrees to comply with the Voucher terms and conditions as stated on the Website, including but not limited to the Terms of Use , and to ensure that the Vouchers comply with all laws that govern vouchers, gift cards, coupons, and gift certificates, including but not limited to the United States Credit CARD Act of 2009 (if applicable) and any laws governing the imposition of expiration dates, service charges or dormancy fees and all descriptions related to the Provider Offering stated on the Voucher. Provider is solely responsible for compliance with any applicable escheat or abandoned or unclaimed property laws. Upon written request from Provider, but only when required, Jabo will provide Provider with information in Jabo’s possession that the Provider needs to comply with its obligations under this Agreement.


  8. Marketing

    Jabo and its business partners may communicate with Provider with regard to products, promotions, and other services that may be of interest to Provider. This may include email or other communications. Jabo may also solicit Provider’s opinion for market research purposes.


  9. Intellectual Property Rights
    1. Provider grants to Jabo a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) Provider’s name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved to use by Provider (collectively, Provider IP); and (b) any third party’s name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Provider (collectively, Third Party IP), in each case in connection with the promotion and resale of the goods and services in all media or formats now known or hereinafter developed (License). Any use of the Provider IP or Third Party IP as contemplated in this Agreement is within Jabo’s sole discretion.
    2. Provider acknowledges and agrees that, as between the parties, Jabo owns all interest in and to the Website, Customer Data, Jabo trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by Jabo or at Jabo's direction, or assigned to Jabo, and any materials, software, technology or tools used or provided by Jabo to promote, resell or distribute the goods and services and conduct its business in connection therewith (collectively Jabo IP). Provider shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the Jabo IP or any portion thereof, or use such Jabo IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution, except that Jabo grants Provider a limited, non-exclusive, revocable, non-transferable, non-sub licensable license during the Term to use one copy of Jabo's mobile provider software application on a single mobile computer, tablet computer, or other device, solely for the purposes permitted by that software, and to make one copy of the software for back-up purposes. Provider shall keep the Jabo IP confidential, and shall not prepare any derivative work based on the Jabo IP or translate, reverse engineer, decompile or disassemble the Jabo IP. Provider shall not take any action to challenge or object to the validity of Jabo's rights in the Jabo IP or Jabo's ownership or registration thereof. Except as specifically provided in this Agreement, Provider and any third party assisting Provider with its obligations in this Agreement, are not authorized to use Jabo IP in any medium without prior written approval from an authorized representative of Jabo. Provider shall not include any trade name, trademark, service mark, domain name, social media identifier, of Jabo or its affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword. Provider shall not use or display any Jabo IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between Provider or a third party and Jabo. All rights to the Jabo IP not expressly granted in this Agreement are reserved by Jabo.
    3. If Provider provides Jabo or any of its affiliates with feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a Jabo product or service or otherwise in connection with this Agreement, any Jabo IP, or Provider's participation in the Provider Offering or Voucher, (collectively, Feedback), Provider irrevocably assigns to Jabo all right, title, and interest in and to Feedback. In the event your assignment to Jabo is invalid for any reason, you hereby irrevocably grant Jabo and its affiliates a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (i) use, reproduce, perform, display, and distribute Feedback; (ii) adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity. Provider warrants that: (A) Feedback is Provider's original work, or Provider obtained Feedback in a lawful manner; and (B) Jabo and its sublicensees' exercise of rights under the license above will not violate any person's or entity's rights, including any copyright rights. Provider agrees to provide Jabo such assistance as Jabo might require to document, perfect, or maintain Jabo's rights in and to Feedback.


  10. Representations and Warranties

    Provider represents and warrants that: (a) Provider has the right, power and authority to enter into this Agreement; (b) Provider, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions where Provider's goods and services will be provided; (c) the Voucher, upon being delivered by Jabo, will be available immediately for redemption and Provider will have sufficient goods and/or services available for redemption through the Expiration Date (i.e., a number of goods and/or services sufficient to fulfill its redemption obligations in connection with the applicable Maximum Number of Vouchers); (d) the terms and conditions of the Voucher, including any discounts or goods and services offered thereunder do not and will not violate any, local, state, provincial, territorial or federal law, statute, rule, regulation, or order, including but not limited to, any law or regulation governing the use, sale, and distribution of alcohol and any laws governing vouchers, gift cards, coupons, and gift certificates; (e) the Provider's redemption of the Voucher will result in the bona fide provision of goods and/or services by Provider to the purchaser; (f) Provider owns all interest in and to the Provider IP and has licensing rights in (with the right to sublicense to Jabo) the Third Party IP, and has the right to grant the License stated in this Agreement; (g) the Provider IP and the Third Party IP, the Provider Offering, Jabo's use and promotion thereof, and the results of such Provider Offerings, will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity; (h) the Provider IP and Third Party IP does not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law; (i) the Vouchers and any advertising or promotion of Provider's goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable law; (j) Provider and its employees, contractors and agents have had the proper education and training and hold all required and up-to-date regulatory authorization, licenses and certifications relating to any Provider Offering to provide the goods or services described in this Agreement; (k) Provider's business information and direct deposit details as provided in this Agreement, indicating where payments should be forwarded are accurate and Provider is the authorized entity to receive the funds forwarded by Jabo; (l) Provider is not authorized to resell, broker or otherwise disclose any Customer Data (as defined in this Agreement) to any third party, in whole or in part, for any purpose, and Provider is not authorized to copy or otherwise reproduce any Customer Data other than for the purpose of redeeming or verifying the validity of Vouchers in connection with this Agreement and (m) the Provider Offering is: (i) free from defects in workmanship, materials and design, (ii) marketable and suitable for the purposes, if any, stated in the Agreement, and (iii) genuine, bona fide products, as described herein and does not violate the rights of any third party.


  11. Indemnification

    To the extent allowed under applicable law, Provider agrees to defend, indemnify and hold Jabo, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys' fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Provider of this Agreement, or the representations and warranties made in this Agreement; (b) any claim for state sales, use, or similar tax obligations of Provider arising from the sale and redemption of a Voucher; (c) any claim by any local, state, provincial, territorial or federal governmental entity for unredeemed Vouchers or unredeemed cash values of Vouchers or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest; (d) any claim arising out of a violation of any law or regulation by Provider or governing Provider's goods and/or services; (e) any claim arising out of Provider’s violation of law or regulation governing the use, sale, and distribution of alcohol; (f) any claim by a purchaser or anyone else arising out of or relating to the goods and services provided by Provider and/or pick up of the goods and services at the Redemption Site, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; (g) any claim by a purchaser for the Amount Paid; (h) any claim arising out of Provider's misuse of Customer Data, or any violation of an applicable data privacy or security law; and (i) any claim arising out of Provider's negligence, fraud or willful misconduct. Jabo maintains the right to control its own defense and to choose and appoint its own defense counsel, regardless of the presence or absence of a conflict of interest between Jabo and Provider. Provider's duty to defend and indemnify Jabo includes the duty to pay Jabo's reasonable attorneys’ fees and costs, including any expert fees.


  12. Confidentiality

    The terms for the Provider Offering described in this Agreement are confidential, and Provider agrees not to disclose the terms described in this Agreement to any party (other than to its employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis or as required by applicable public records and other law, if Provider has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such parties). In the event of a breach, Jabo is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate).


  13. Limitation of Liability

    EXCEPT FOR PROVIDER'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT IS EITHER PARTY LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. JABO'S SOLE AND COMPLETE LIABILITY TO PROVIDER FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS OF ANY VOUCHER IS LIMITED TO THE AMOUNT OF FEES RETAINED BY JABO HEREUNDER FOR THE PRECEDING SIX (6) MONTHS AFTER FINAL CALCULATION AND RECONCILIATION OF ALL REFUNDS. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. IN ADDITION, ANY CLAIM BY OR ON BEHALF OF A PROVIDER IN CONNECTION WITH ANY PAYMENT MADE BY JABO, INCLUDING, BUT NOT LIMITED TO, CLAIMS ALLEGING THAT A PROVIDER WAS UNDERPAID, MUST BE MADE IN WRITING TO JABO WITHIN NINETY (90) DAYS FROM THE DATE JABO REMITS THE PAYMENT AT ISSUE. ALL CLAIMS NOT MADE IN ACCORDANCE WITH THE FOREGOING SHALL BE DEEMED WAIVED, RELEASED AND DISCHARGED BY PROVIDER.


  14. Dispute Resolution

    All disputes arising out of, or relating in any way to this Agreement, shall be resolved pursuant to this Section 14 Dispute Resolution.

    1. Binding Arbitration

      EXCEPT AS SPECIFICALLY STATED HEREIN, ANY DISPUTE OR CLAIM BETWEEN PROVIDER AND JABO ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT (DISPUTES) SHALL BE RESOLVED EXCLUSIVELY BY FINAL, BINDING ARBITRATION. BY VIRTUE OF THE AGREEMENT IN THIS SECTION 14 TO ARBITRATE, PROVIDER AND JABO ARE EACH GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY (EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 14). The provisions of this Section 14 shall constitute Provider’s and Jabo’s written agreement to arbitrate Disputes under the Federal Arbitration Act. The arbitration will be administered by the American Arbitration Association (AAA) and conducted before a single arbitrator pursuant to its applicable rules, including those applicable to Commercial Disputes, available at http://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award.

      To begin an arbitration proceeding, Provider or Jabo must comply with the limitations provision set forth in Section 13 and submit the Dispute by making a demand for arbitration as detailed at http://www.adr.org. If Provider demands arbitration, it shall simultaneously send a copy of the completed demand to the following address: GR Marketing, LLC, 401 Fairway Drive, #201, Deerfield Beach, FL 33441. If Jabo demands arbitration, it shall simultaneously send a copy of the completed demand to the Provider’s address of record. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Jabo will reimburse those fees for Disputes totaling less than $10,000 if Provider is the prevailing party in such arbitration. Jabo will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that a Provider Dispute is frivolous. The arbitration will be conducted based upon written submissions unless Provider requests and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines an in-person hearing is necessary, the hearing will proceed in Palm Beach County, Florida, unless the arbitrator determines or we agree that the matter should proceed in the county of Provider’s principal place of business.

    2. Class Action Waiver

      WE EACH AGREE THAT WE SHALL BRING ANY DISPUTE AGAINST THE OTHER IN OUR RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. IN ADDITION, WE EACH AGREE THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.

    3. Choice of Law/No Jury Trial

      If for any reason a Dispute proceeds in court: (i) Provider and Jabo agree that any such Dispute may only be instituted in a state or federal court in Palm Beach County, Florida; (ii) Provider and Jabo irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; (iii) Provider and Jabo agree that the Federal Arbitration Act, the AAA rules, applicable federal law and the laws of the State of Florida, without regard to principles of conflicts of law, will govern this Agreement and any Disputes; and (iv) PROVIDER AND JABO AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.

    4. Injunctive Relief/Attorneys' Fees

      Notwithstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to claims that the other party’s conduct may cause the other irreparable injury.

      In the event Jabo is the prevailing party in any Dispute, subject to any exceptions in this Section 14, Provider shall pay to Jabo all reasonable attorneys' fees and costs incurred by Jabo in connection with any Dispute.



  15. Other
    1. The parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party's prior written approval, to bind or commit the other in any way.
    2. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
    3. Provider is not authorized to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without Jabo's prior written consent. Any waiver must be in writing and signed by an authorized signatory of Jabo. Jabo is authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to Provider.
    4. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected.
    5. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. JABO DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE VOUCHERS ARE ERROR-FREE, OR THAT ANY PROVIDER OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR PROVIDER.