ClearSky Smart Fleet Terms
These ClearSky Smart Fleet™ Terms (the “Terms”) are by and between JLG Industries, Inc. (“JLG,” “us,” “we,” or “our”), and the entity that JLG is providing the Data Services to (“Customer” or “you”). JLG and Customer are each a “Party” and collectively the “Parties” to the Terms. Customer should review these Terms prior to purchasing any Data Services.
1. Acceptance of Terms. Before you review or otherwise attempt to buy any Data Services, JLG requires that you read and accept these Terms. BY CLICKING THE BOX NEXT TO "ACCEPT TERMS", YOU HEREBY REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THESE TERMS AND ALL OTHER TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE AND THAT YOU WILL BE FINANCIALLY RESPONSIBLE FOR YOUR USE OF THE DATA SERVICES. IF YOU ARE PURCHASING DATA SERVICES ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU AFFIRM THAT YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH COMPANY OR ENTITY TO THESE TERMS. YOU MAY NOT ORDER OR OBTAIN DATA SERVICES FROM JLG IF YOU ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE, OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH JLG. THESE TERMS SHALL GOVERN IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS AND ANY PROVISION CONTAINED IN OR INCORPORATED BY REFERENCE INTO ANY CONTEMPORANEOUS OR SUBSEQUENT PURCHASE ORDER OR SIMILAR DOCUMENT SUBMITTED BY CUSTOMER, THE TERMS OF WHICH, WHETHER CONFLICTING, SUPPLEMENTAL OR OTHERWISE, ARE EXPRESSLY REJECTED AND SUPERSEDED HEREBY. If you choose not to accept these Terms, you may not purchase Data Services. If you have any questions, please contact JLG directly through our Contact Form.
2. Definitions. The definitions shall apply to the Terms.
(a.) API: The Application Program Interface software that connects the selected data to Customer’s own systems.
(b.) Applicable Law(s): All laws, statutes, regulations, rules, or any other action having the effect of law, including mandatory guidelines or rules issued by regulatory or generally recognized bodies, applicable to JLG (or its Service Provider) as the provider of Data Services.
(c.) Asset Data: All data collected by JLG regarding the Customer Asset itself and the operation of the Customer Asset including, but not limited to, its location, fault codes, status, number of cycles, hours of use, and driving speed.
(d.) ClearSky Smart Fleet Portal: The web-based Internet of Things (“IoT”) platform provided by JLG.
(e.) Customer Asset: A vehicle, lift or other equipment that is owned by Customer (or associated with Customer’s JLG account) and is eligible for use with the Data Services.
(f.) Data Processing Addendum: The data processing addendum applicable to these terms.
(g.) Data Service(s): Each and every service provided by JLG under these Terms, which may include, but is not limited to, gathering and disseminating Asset Data, processing Asset Data, making certain Asset Data available to Customer, making the ClearSky Portal available to Customer, providing a direct feed to Customer’s existing information systems, and any other services described in an applicable order.
(h.) Effective Date: The date upon which Customer agrees to these Terms by submitting an applicable order for Data Services.
(i.) Enterprise Account: For each Customer, a single unique account of all Customer Assets with active Data Services, as set forth in the ClearSky Portal.
(j.) Enterprise Invoice: With respect to all Data Services, and subject to Section 10(c), the periodic payment obligation for each Customer, as billed by JLG at the start of each Term.
(k.) Equipment: Wireless hardware, devices, and ancillary accessories provided by and/or specifically authorized by JLG for use in conjunction with the Data Services.
(l.) Personal Data: All data relating in any way to the Data Services that relates to an identifiable or identified natural person.
(m.) Service Providers: Third parties that help facilitate provision of the Data Services by JLG to Customer.
(n.) Software: The software and firmware provided by JLG or its suppliers or licensors that is (i) contained in and/or used with the Data Services or Equipment or (ii) provided to Customer in standalone form or embedded in a Customer Asset, including (without limitation) the API, the ClearSky Portal, and any updates thereto.
3. Term and Termination.
(a.) Term of Agreement: The Terms shall commence on the Effective Date and will continue until December 31st of that calendar year (“Initial Term”), unless extended or earlier terminated as provided herein. The Terms shall automatically renew for subsequent twelve (12) month periods (each a “Renewal Term”) at the end of then-current term unless either Party provides the other Party written notice of non-renewal at least thirty (30) days prior to the end of the Initial Term or, as applicable, Renewal Term. The Initial Term together with any Renewal Term collectively means the “Term.”
(b.) Termination: JLG may, upon written notice to Customer, terminate the Terms or temporarily suspend Data Services if: (i) Customer fails to pay any amount when due under the Terms; (ii) Customer is in breach of any obligation under the Terms and either the breach cannot be cured, or if it can be cured, Customer fails to cure same within thirty (30) days after its receipt of written notice thereof; (iii) Customer becomes insolvent (or is generally unable to pay its debts as they become due), files or has filed against it a petition for bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) any Service Provider ceases to provide or modifies its service to JLG; or (v) JLG is otherwise prohibited by Applicable Law from providing the Data Services. JLG will use commercially reasonable efforts to provide at least thirty (30) days’ notice of suspension or termination under Sections 3(b)(iv) and (v) above. If the Terms are terminated pursuant to Sections 3(b)(i)-(iii) above, Customer shall not receive any refund or reimbursement of pre-paid fees under the Terms. If the Terms are terminated pursuant to Sections 3(b)(iv) or (v) above, JLG will refund a prorated amount of pre-paid fees paid under the Terms. Termination of the Terms shall not affect either Party’s accrued rights, limitations of liability, indemnities, or obligations under the Terms as they exist at the time of termination, or any rights or obligations that either expressly or by implication continue after the Terms have ended.
(c.) Changes: Unless expressly prohibited by Applicable Law, the Data Service provided hereunder (including all terms, conditions and charges related thereto) are subject to change by JLG, in its sole discretion, at any time without notice to Customer. JLG shall provide Customer with at least thirty (30) days’ notice (or longer if required by Applicable Law) of any changes to the Data Services that (i) materially and adversely effects the rights or remedies of Customer, or (ii) materially increases the costs charged to Customer hereunder (“Material Changes”). Customer shall have the right to terminate the Terms upon written notice (as set forth in Section 11(d)) to JLG within thirty (30) days after receipt of notice from JLG regarding any Material Changes. The foregoing termination right is Customer’s exclusive remedy arising out of such Material Changes. If Customer does not deliver written notice of termination with such thirty (30) day period, Customer will be deemed to have expressly agreed to the Material Changes and the Material Changes will automatically become effective and part of the Terms. Customer is responsible for periodically reviewing JLG Online Express for other minor updates, notices and changes to the terms and conditions applicable to the provision of the Data Services.
4. Payment & Invoicing
(a.) Selection of Data Services; Rates and Charges: Customer’s selected options and features for the Data Services and applicable rates and charges are set forth in an applicable order. For each Renewal Term, the price shall be based on all Customer Assets activated as of January 1 in accordance with the terms of the applicable order. If Customer purchases Data Services, each Customer Asset shall be activated for use with the Data Services and added to Customer’s Enterprise Account upon: (i) initiation of Data Services for an existing Customer Asset in Customer’s fleet through JLG’s Online Express; (ii) shipment of a new JLG manufactured Customer Asset from JLG to Customer within the Term or (iii) successful installation of aftermarket Equipment on a Customer Asset within the Term. Notwithstanding anything to the contrary, Customer may not receive a refund for any Customer Asset that is deactivated during the Term.
(b.) Invoicing: Except as otherwise provided in an applicable order, JLG will invoice Customer with one (1) Enterprise Invoice annually by January 5th for the ordered Data Services. Customer shall pay the Enterprise Invoice in accordance with the aforementioned terms. For the avoidance of doubt, no additional purchase order is required for the annual Enterprise Invoice. Pricing for each annual Enterprise Invoice shall be based on all Customer Assets with active Data Services as of January 1, as set forth on Customer’s Enterprise Account.
(c.) Sale of Customer Assets: Subject to the terms of this Agreement and the addenda herein, Customer shall notify JLG of any sale, transfer and/or disposition (collectively, a “Sale”) of a JLG manufactured Customer Asset. Such notice must occur within thirty (30) days of the Sale and at least prior to the end of the current Term. Customer’s failure to timely notify JLG of the Sale of a Customer Asset will result in additional charges on the annual Enterprise Invoice and a breach of Section 9(h).
(d.) Upgrades: If Customer wishes to purchase additional features or upgrades for the Data Services, Customer may submit an order through JLG Online Express. Upon submission of Customer’s order, JLG shall invoice Customer the difference in price between the two Data Service packages, prorated by the number of days remaining in the year, plus the cost of any new aftermarket hardware (if any) for each active Customer Asset as of the order date.
5. Use of Equipment
(a.) Customer may only use Equipment procured from JLG or JLG’s authorized Service Providers in conjunction with the Data Services. Any attempt to connect any hardware, equipment or similar devices that JLG has not authorized for use in connection with the Data Services or any other data source to the Data Services will be a material breach of the Terms and cause for immediate termination without any refund. Where Equipment is purchased and supplied to Customer on an aftermarket basis, Customer shall install the Equipment on the Customer Asset in accordance with JLG’s instructions. Customer shall notify JLG of any Equipment that is stolen.
(b.) Absent express prior written approval from JLG, Customer shall not, either on its own or through a third-party, alter, improve or otherwise modify the Equipment (“Modifications”). JLG expressly disclaims all losses or liabilities resulting from such Modifications.
(c.) JLG reserves the right to: (i) change or modify Software in the Equipment at the request of the manufacturers or distributors of the Equipment; and (ii) interrupt the Data Services in order to perform routine maintenance and/or push Software updates, or to address other emergency conditions. JLG is not responsible for any loss of information with respect to the Equipment that may result from the performance of maintenance work and/or Software upgrades.
6. Use of Software: Customer acknowledges that it does not: (a) own the Software, and (b) except as expressly set forth herein, does not have any right, title or interest to use same. During the Term, and subject to the terms and conditions of the Terms, JLG grants to Customer a revocable, non-transferable, non-exclusive right to use any Software solely for the purpose of accessing and utilizing the Asset Data in connection with Customer’s management operations of the Customer Assets.
7. Ownership of Intellectual Property: All copyrights, patents, patent rights, trade secrets, trademarks, service marks, trade names, moral rights and other intellectual property and proprietary rights in the Equipment, the Data Services, and Software are and will remain the sole and exclusive property of, as applicable, JLG and/or its Service Providers and licensors. Customer may not remove or modify any proprietary notice of JLG or its Service Providers and licensors from any materials or documentation provided with or in connection with the Equipment, the Data Services or corresponding Software.
8. Feedback: Customer may provide, and JLG may solicit Customer’s feedback, suggestions, comments, information, ideas, or concepts regarding the Data Services (the “Feedback”). The Parties agree that all Feedback is and shall be given entirely voluntarily. Feedback shall not create any confidentiality obligation for JLG. Customer hereby assigns and agrees to assign to JLG all right, title and interest in the Feedback, and JLG is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although JLG is not required to use any Feedback.
9. Data Services
(a.) Authorized Users: An “Authorized User” is an individual who is an employee, contractor, or agent of Customer and who has been designated by Customer as a user of the ClearSky Portal. Where Customer selects to use the ClearSky Portal, Customer will receive one administrative Authorized User account to register all other Authorized Users. Customer shall ensure that all Authorized Users comply with the Terms and shall remain responsible for all Authorized Users. Customer and its Authorized Users will not make its Authorized User’s access credentials available to any third party (other than its Customer or other third party authorized to act on its behalf) and agrees to use industry standard security processes and procedures to safeguard the confidentiality of its access credentials. Customer is fully responsible for all use of the Data Service through its and its Authorized User’s access credentials. Authorized Users may request assistance or submit questions related to the Data Services through JLG Online Express.
(b.) Usage of Customer’s API: If selected by Customer in an applicable order, Customer shall receive Asset Data directly to Customer’s systems through a Customer selected API (“Customer API”) subject to the Customer API Terms located here. JLG may deny, in its sole discretion, the use of any Customer API with the Data Services. Customer agrees that JLG shall not be responsible under any theory of liability for any errors or inaccuracies caused in the Data Services or Asset Data by a Customer API.
(c.) Limits of Data Services: Except as otherwise provided in the Terms, Customer acknowledges and agrees that the Data Services are limited solely to relaying information collected from and about the Customer Asset to and for the use of Customer. Customer may not use the Data Services for the monitoring of any medical device, emergency services, or services that could lead directly to death, personal injury, or severe physical environmental damage. Customer may not use any telecommunications services provided as part of the Data Services for: (i) the transmission of voice, including voice over Internet protocol (“VOIP”); (ii) the provision of any service that allows access to a publicly addressable destination (i.e. public IP addresses); or (iii) internet relay chat, (“IRC”), peer to peer file sharing, bit torrent, game servers, proxy server networks, or maintaining an open simple mail transfer protocol (“SMTP”) relay. Notwithstanding JLG’s right to access and use the Asset Data as set out in Section 9(d) below, Customer further acknowledges and agrees that JLG is under no duty, obligation or responsibility to actively monitor, analyze, respond to, or follow-up with Customer regarding, or provide Customer or any other party with the information gathered in connection with the Data Services, except when compelled by the Applicable Law and except as may be provided through the Customer API. JLG has no obligation to make historical Asset Data older than two (2) years available to Customer.
(d.) JLG Right of Access: Customer acknowledges and agrees that JLG may collect Asset Data and use or share Asset Data for its own purposes including, but not limited to: (i) conducting research to develop and improve JLG products and services; (ii) to solve quality issues; (iii) perform proactive maintenance and diagnostics; or (iv) supporting warranty and contract compliance. Customer hereby grants and assigns to JLG and its agents, successors, and affiliates a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable, and sublicensable right and license to use, share, reproduce, distribute, prepare derivative works of, publicly display, host, cache, route, transmit, store, reformat, or modify any Asset Data for JLG’s own purposes as set forth in this Agreement. Customer hereby grants to JLG and its agents, successors, and affiliates a worldwide, non-exclusive, royalty-free, transferable, and sublicensable right and license to use, share, cache, route, transmit, store, reformat, or modify any Personal Data as needed to perform its obligations under this Agreement.
(e.) Right of Data Transmission: Customer acknowledges and agrees that JLG may facilitate the transfer of any data of Customer and/or any third-party through or across the Customer Assets. Customer further agrees that JLG may transmit Asset Data or any other data of Customer through or across third-party-owned goods. JLG will take reasonable steps to protect Asset Data or any other data of Customer that is transmitted through or across third-party-owned assets from unauthorized access by any third parties.
(f.) Data Services Availability: JLG does not guarantee availability of Data Services or that Data Services will be uninterrupted or error-free. Data Services are only available within each applicable coverage area, within the operating range of the wireless systems, and with authorized Equipment. JLG is not responsible for, and Customer expressly waives, releases and disclaims any claims against JLG with respect to, JLG’s failure to perform any of its obligations under the Terms as a result of any conditions not under the reasonable control of JLG including (without limitation) any failure of a Service Provider, power failure, national emergency, interference by any governmental agency, strikes, other labor disturbance or work stoppages, severe weather conditions, fire, terrorism, riots, war, earthquakes or other “Acts of God.”
(g.) Service Providers: Customer acknowledges that it: (i) is not a party to or a third-party beneficiary of any contract JLG may have with any Service Provider that provides any portion of the Data Services and (ii) may not bring a legal action or claim against any Service Provider in connection with the Terms. To the extent that third-party terms apply to Customer’s use of the Data Services, Customer shall comply with such terms.
(h.) Data Processing Addendum: The Data Processing Addendum sets out the principles for the processing of personal data involved in the Data Services.
(i.) Use of Data Services: Customer shall be solely responsible for the conduct of Customer’s employees and Authorized Users and their compliance with the Terms, including, where necessary, obtaining employee’s or Authorized User’s written consent on the sharing of their data, including personal data, which may be collected or retained when using Customer Assets or Data Services. Customer shall only access and use the Data Services in accordance with JLG’s or its Service Provider’s reasonable instructions provided to Customer. Customer shall ensure all information provided to JLG by Customer is accurate and up-to-date and shall notify JLG of any material changes to such information. Customer shall be solely responsible and liable for ensuring that JLG may collect data from and about a specific Customer Asset and shall obtain the permission or necessary license from any third-party manufacturer of a Customer Asset to permit JLG to provide the Data Services. Absent express prior written approval from JLG, Customer shall not, either on its own or through a third-party, use Data Services for any purpose that is not explicitly allowed by the Terms and Applicable Law. Without limiting the foregoing, Customer shall not: (i) assign, transfer, license or resell the Data Services; (ii) use the Data Services to engage in any activity that adversely affects or otherwise interferes with the provision of Data Services (to Customer or any third party) or the operations of either JLG or any Service Providers; (iii) copy, modify, create derivative works of, or make any alteration or addition to the Data Services in whole or in part; (iv) disassemble, reverse engineer, decode, or decompile the Data Services or otherwise attempt to discover any portion of the source code related to the Data Services; (v) access or use the Data Services for purposes of creating a competing service; or (vi) assist or facilitate any other party in any of the above activities. Customer shall be responsible for all employees, agents, representatives, and Authorize Users of Customer who use the Data Services or Equipment. Neither JLG nor any Service Provider shall have any obligation to inquire about the authority of anyone using the Data Services, Customer Asset, Equipment, or any access credentials.
(j.) Third Party Rentals: If Customer rents, leases or otherwise transfers possession or control of a Customer Asset to a third party or otherwise permits a third party to use the Customer Asset, the Customer is solely responsible for notifying the third party of this Agreement, and for obtaining all necessary consents and authorizations from the third party in connection with its use of the Data Services.
10. WARRANTIES, LIMITATIONS AND INDEMNIFICATION
(a.) Warranties & Disclaimer of Warranties: JLG warrants that the Data Services will materially conform to written documentation provided by JLG. JLG expressly disclaims all representations and warranties (express or implied) with respect to any other materials, components, software and/or services manufactured, created or otherwise provided by third parties (whether furnished to Customer by JLG or not). THE DATA SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED). JLG DOES NOT GUARANTEE THAT: (I) ASSET DATA TRANSMITTED THROUGH THE DATA SERVICES WILL BE PRIVATE OR SECURE, (II) THE PERFORMANCE OF THE DATA SERVICES WILL BE UNINTERRUPTED AND/OR ERROR-FREE OR (III) THE EQUIPMENT OR JLG MANUFACTURED CUSTOMER ASSETS ARE CERTIFIED FOR USE IN EVERY JURISDICTION WHERE CUSTOMER MAY OPERATE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JLG MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE EQUIPMENT, DATA SERVICES AND/OR CUSTOMER’S USE THEREOF.
(b.) Limitation of Liability: In no event shall either Party be liable to the other Party or any third-party for any indirect, special, consequential, incidental, or punitive damages under the Terms, however caused, whether in contract, tort or otherwise, arising out of, or in any way connected with Equipment, Data Services and/or Customer’s use thereof, even if the party from which damages are being sought have been previously advised of the possibility of such loss or damages. JLG’s maximum liability for any claims arising from or relating to the Terms under any theory of liability (whether in contract, tort or otherwise) is limited to the lesser of: (a) the amount of Customer fees that relate to the period of service during which such damages occur, or (b) the fees paid by Customer pursuant to the Terms for the six (6) months prior to the event giving rise to such liability. These limitations are a material part of the economic bargain of the parties and will apply even if any remedy fails of its essential purpose. Except to the extent prohibited by Applicable Law, all claims of Customer under the Terms must be brought within one (1) year of the date the claim arises.
(c.) Free Access Period: If Customer uses Data Services as part of a free access period, JLG will make the Data Services available to Customer free of charge until the earlier of (i) the end of the free access period for which Customer registered to use the Data Services; (ii) the start date of any purchased Data Services ordered by Customer; or (iii) termination by JLG in its sole discretion. JLG SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO THE DATA SERVICES FOR THE FREE ACCESS PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE JLG’S LIABILITY WITH RESPECT TO THE DATA SERVICES PROVIDED DURING THE FREE ACCESS SHALL NOT EXCEED $100.00.
(d.) Indemnification: Customer shall indemnify, defend and hold JLG (and its direc¬tors, officers, employees, consultants, affiliates and agents) harmless from and against all claims, demands, suits, causes of action, awards, judgments, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees whether incurred by JLG or awarded against JLG) (collectively “Claims”) that the Customer may sustain or incur as a result of a third party claim to the extent such Claim is as a result of or arising out of: (i) any breach by Customer (or its employees, contractors, agents, or other persons acting on its behalf (“Customer Parties” and each, a “Customer Party”)) of its warranties, covenants or obligations under the Terms; (ii) the negligence or willful misconduct of any Customer Party; (iii) the violation of any Applicable Laws by any Customer Party; (iv) the actual or alleged infringement or violation of the patent, copyright, license, trademark, trade name or other proprietary right of a third party arising from or related to any Customer Party’s use of unauthorized equipment or other illegal or unauthorized use, Modification, incorporation and/or combination of the Equipment or Data Services; or (v) any representations or warranties made, granted or extended by Customer to any third parties.
(e.) Insurance: Customer shall obtain and maintain appropriate insurance coverage for personal injury, loss of property and other risks. Customer hereby releases JLG and Service Providers (and all of their respective parents, officers, employees or agents) against any and all hazards covered by Customer’s insurance. Customer expressly acknowledges and agrees that no insurance company shall have a right of subrogation against JLG or a Service Provider.
(f.) Interception by Others: Neither JLG nor any Service Provider assures or promises Customer that Customer’s communications (or those from any Equipment) will not be intercepted by others. Customer understands that neither JLG nor its Service Providers can guarantee the security of wireless transmissions, and will not be liable for any lack of or breach of security with respect to the Data Services provided under the Terms. JLG is not responsible for unauthorized third-party access to, or alteration, theft or destruction of, Customer’s data, programs or other information through accident, wrongful means or any other cause while such information is stored on or transmitted across Data Services.
11. MISCELLANEOUS
(a.) Entire Agreement: The Terms and any attachments hereto or online terms included herein, constitute the entire agreement between the Parties with respect to the Data Services provided by JLG to Customer hereunder. Except as expressly set forth in the Terms, the Terms shall not be amended or modified without specific written agreement signed by both Parties. In no event shall any terms and conditions be added or modified by a purchase order. If any provision of the Terms is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of the Terms shall remain in full force and effect. Any forbearance or delay on the part of either Party in enforcing any rights under the Terms shall not be construed as a waiver of such rights. No provision of the Terms shall be waived unless expressly waived in writing. Customer cannot assign its rights or delegate its duties under the Terms without the prior written consent of JLG. Subject to the provisions of this section, the Terms shall inure to the benefit of and be binding upon the respective successors and assigns, if any, of the Parties hereto.
(b.) Conflicting Terms: Any purchase of Customer Assets, Equipment, or other goods directly from JLG shall be governed by JLG’s then-current Buyer Terms located here (“Product Terms”). Purchases related to other services or software not described herein and provided by JLG shall also be governed by the Product Terms. To the extent there is a conflict between the Product Terms and these Terms, these Terms shall govern as to the subject matter herein.
(c.) Compliance with Laws; Export Restrictions; International Restrictions: Each Party represents, warrants and agrees that in performing its obligations under the Terms, such Party shall comply with all Applicable Laws. Customer agrees that it will not ship, transmit, or otherwise distribute Equipment, JLG manufactured Customer Assets, or any Software to another country in violation of any (i) export controls imposed by U.S. or EU laws or regulations, including, but not limited to, laws and regulations governing the export of encryption technology, (ii) import controls imposed by any other country, or (iii) required product certifications. For international service, some countries will not recognize JLG or its Service Provider as the consumer of the telecommunications service and may consider any provision of the Data Services to Customer or Customers to be a regulated resale of telecommunications services. In such countries, Customer will be responsible at its expense to obtain and maintain or cause its local dealer or affiliate to obtain and maintain, the necessary telecommunications reseller license for provision of the Data Service to its local customers or end users.
(d.) Legal Notices: Any notice to JLG must be in writing and must be sent via email to info@jlg.com and by registered mail or overnight courier to JLG Industries 17312 Crayton Boulevard, Hagerstown, MD 21742, U.S.A., Attn: General Counsel. Any notice to Customer may be given through email to the email address provided by Customer on the applicable order, or as subsequently updated by Customer, or via posting on JLG Online Express, any of which Customer agrees shall be sufficient notice to Customer. Notice shall be deemed to have been given to Customer twenty-four (24) hours after it has been sent or at the time the information was posted on the JLG Online Express.
(e.) Governing Law: The Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to choice of law or conflicts of law principles. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DO NOT APPLY. All disputes arising hereunder shall be resolved exclusively in state or federal courts located in Fulton County, Pennsylvania, USA, to which jurisdiction and venue Buyer and JLG irrevocably consent.
(f.) Independent Contractors: JLG’s relationship with Customer does not constitute or create a joint venture, pooling arrangement, partnership, agency or formal business organization of any kind. JLG and Customer are independent contractors with each other for all purposes at all times and neither Party will act as or hold itself out as agent for the other or create or attempt to create liabilities for the other Party.