Julius Technologies (“Julius Technologies,” “we,” “us,” or “our”) welcomes you. We invite you to access and use our proprietary, auto-scaling, low-code, visual graph computing solution (the “Platform”), made available via our website located at https://juliusgraph.com/user/signup (the “Platform Website”), subject to the following terms and conditions (the “Terms of Service”).
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
1. RIGHT TO ACCESS AND USE THE PLATFORM
Subject to the terms and conditions of this Agreement, Julius Technologies hereby grants you during the term of this Agreement a limited, non-exclusive, non-transferable, non-sublicensable right, to access and use the Platform solely for your internal purposes to test and evaluate the Platform.
You will not (and will not authorize, permit, or encourage any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform Website or the Platform; (ii) modify, adapt, or translate the Platform Website, the Platform, or any portion or component thereof; (iii) make any copies of the Platform Website, the Platform, or any portion or component thereof; (iv) resell, distribute, or sublicense the Platform Website, the Platform, or any portion or component thereof; (v) remove or modify any proprietary markings or restrictive legends placed on the Platform Website, or the Platform; (vi) use the Platform Website, the Platform, or any portion or component thereof in violation of any applicable law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (vii) introduce, post, or upload to the Platform Website, or the Platform any virus, worm, “black door,” Trojan Horse, or similar harmful code; (viii) save, store, or archive any portion of the services (including, without limitation, any data contained therein) outside the Platform other than those outputs generated through the intended functionality of the Platform without the prior, written permission of Julius Technologies in each instance; (ix) use the Platform Website, or the Platform in connection with service bureau, timeshare, service provider or like activity whereby you operate the Platform Website, or the Platform for the benefit of a third party; or (x) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Platform.
If you violate this section, Julius Technologies reserves the right in its sole discretion to immediately deny you access to the Platform, or any portion of thereof, without notice. Julius Technologies reserves the right to change the availability of any feature, function, or content relating to the Platform, at any time, without notice or liability to you.
The Platform Website and the Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Service, Julius Technologies and its licensors exclusively own all right, title, and interest in and to the Platform Website and the Platform, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all intellectual property rights therein. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform Website and the Platform.
You may view all content on the Platform (the “Content”) for the sole purpose of testing and evaluating the Platform and not for any other purpose, including any commercial use, without the prior written consent of Julius Technologies. We, and our licensors, retain all right, title, and interest, including all intellectual property rights, in and to the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access the Platform Website and the Platform automatically terminates and you must immediately destroy any copies you have made of the Platform Website and the Platform.
The trademarks, service marks, and logos of Julius Technologies (the “Julius Technologies Trademarks”) used and displayed on the Platform Website and the Platform are registered and unregistered trademarks or service marks of Julius Technologies. Other company, product, and service names located on the Platform Website and the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Julius Technologies Trademarks, the “Trademarks”). Nothing on the Platform Website and the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Julius Technologies Trademarks inures to our benefit.
Elements of the Platform Website and the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
3. YOUR DATA; USAGE DATA AND AGGREGATE DATA
For purposes of this Agreement, “Your Data” means any data and information that you submit to the Platform and/or provide to us pursuant to this Agreement; and “Usage Data” means anonymous, analytical data that Julius Technologies collects concerning the performance and use of the Platform by its users.
You own all right, title, and interest in and to Your Data, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all intellectual rights therein. You hereby grant Julius Technologies a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to access and use Your Data: (i) during the term of this Agreement, in furtherance of Julius Technologies’ obligations hereunder; and (ii) for Julius Technologies’ internal business purposes, including using such data to analyze, update, and improve the Platform and Julius Technologies’s analytics capabilities.
Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, Your Data, as well as any Usage Data that we may collect, in an anonymous and aggregated form (“Aggregate Data”) for the purposes of operating, maintaining, managing, and improving our products and services including the Platform. Aggregate Data does not identify you. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.
The Platform is currently provided to you free of charge. However, we reserve the right to institute new or additional fees, at any time upon notice to you.
By accessing the Platform Website and/or using accessing and/or using the Platform, you hereby agree to comply with the following guidelines:
• You will not use the Platform Website and the Platform for any unlawful purpose;
• You will not access or use the Platform Website and the Platform to collect any market research for a competing businesses;
• You will not upload, post, e-mail, transmit, or otherwise make available any content that:
◦ infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
◦ constitutes promotion or advertising of any third-party website, product or service; or
◦ is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
◦ discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Platform Website and the Platform;
• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Platform Website and the Platform;
• You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Platform Website and the Platform;
• You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Platform Website, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
• You will not interfere with or attempt to interrupt the proper operation of the Platform Website and the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform Website through hacking, password or data mining, or any other means.
We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Platform Website and the Platform, or any portion thereof, without notice.
6. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS
In order to access and use the Platform, you will have to create an account. When you create an account, you will be asked to create a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Your Sign-In Name and corresponding Password can only be used by you and cannot be shared with any third party. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any misuse, or communications entered through the Platform using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action.
The Platform is available only for individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Platform Website, the Platform and our services (“Feedback”). Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.
9. NO WARRANTIES; LIMITATION OF LIABILITY
THE PLATFORM WEBSITE, THE PLATFORM AND OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER JULIUS TECHNOLOGIES NOR JULIUS TECHNOLOGIES’S SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND JULIUS TECHNOLOGIES HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT JULIUS TECHNOLOGIES AND JULIUS TECHNOLOGIES’S SUPPLIERS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM WEBSITE, THE PLATFORM OR ANY RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM WEBSITE, THE PLATFORM OR ANY RELATED SERVICES SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).
10. EXTERNAL SITES
The Platform Website and the Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the website administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You will indemnify, defend, and hold Julius Technologies, its affiliates, and our and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, “Julius Technologies Indemnitees”) harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by any Julius Technologies Indemnitee in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from (i) your breach of this Agreement; (ii) any misuse of the Platform Website, the Platform, and/or the Content; (iii) your negligence, gross negligence, willful misconduct, fraud, misrepresentation or violation of law; or (iv) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise.
12. COMPLIANCE WITH APPLICABLE LAWS
The Platform Website and the Platform are based in the United States. We make no claims concerning whether the Platform Website and the Platform may be viewed or be appropriate for use outside of the United States. If you access the Platform Website and the Platform from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
13. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and/or your access to all or any part of the Platform Website and the Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Platform Website and the Platform at any time without prior notice or liability.
14. BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement, the Platform Website, or the Platform (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 16 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
15. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
16. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us.
17. CONTROLLING LAW; EXCLUSIVE FORUM
The Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of New York for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement
If the Agreement is terminated in accordance with the termination provision in Section 13 above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Ownership,” “Feedback,” “No Warranties; Limitation of Liability,” “Indemnification,” “Compliance with Applicable Laws,” “Termination of the Agreement,” “Controlling Law; Exclusive Forum,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, the Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2022 Julius Technologies. All rights reserved.
Description of Users and Acceptance of Terms
The Information We Collect and/or Receive
In the course of operating the Website and the Platform, we will collect (and/or receive) the following types of information. You authorize us to collect and/or receive such information.
1. Contact Information.
When you contact us through the Website or schedule an appointment for a demo of our Platform, you will be asked to provide certain information, including but not limited to, your name, email address, phone number, company name, your title/role at the company, and any other information you are contacting us about (collectively, the “Contact Information”). The Contact Information is used to provide the requested service or information and to contact you for purposes of direct marketing of our current and future services.
2. Account Information.
3. Your Data.
4. Other Information.
In addition to the Contact Information, Account Information and Your Data, we may collect additional information (the “Other Information”). Such Other Information may include:
a. From Your Activity. Information that we automatically collect when you visit the Website and the Platform, such as your IP addresses, browser type and language, referring and exit pages and URLs, date and time, amount of time spent on particular pages, what sections of the Website and the Platform you visit, similar information concerning your use of the Website and the Platform.
b. From Cookies. We collect information using “cookie” technology. Cookies are small packets of data that a website stores on your computer’s or mobile device’s hard drive so that your computer will “remember” information about your visit. We use session cookies, which expire once you close your web browser, to help us collect Other Information and to enhance your experience using the Website and the Platform. If you do not want us to place a cookie on your hard drive, you may be able to turn that feature off on your computer or mobile device. Please consult your Internet browser’s documentation for information on how to do this and how to delete persistent cookies. However, if you decide not to accept cookies from us, the Website and the Platform may not function properly; please note that we do not use any third-party analytics or retargeting services.
For Google Analytics, please visit: https://www.google.com/analytics
For Squarespace Analytics, please visit: https://www.squarespace.com/websites/analytics
How We Use and Share the Information
You authorize us to use your Contact Information, Account Information, Other Information, and personal information contained in Your Data (collectively, the “Information”) to provide and improve our Website and Platform; to solicit your feedback; and to inform you about our company, products, and services.
You also authorize us to use and/or share your Information as described below.
• Agents, Providers and Related Third Parties. We may engage other companies and individuals to perform certain business-related functions on our behalf. Examples may include providing technical assistance, order fulfillment, customer service, and marketing assistance. These other companies will have access to the Information only as necessary to perform their functions and to the extent permitted by law. We may also share your Information with any of our parent companies, subsidiaries, or other companies under common control with us.
• Aggregated Information. In an ongoing effort to better understand our users and our Platform, we might analyze your Information in aggregate form in order to operate, maintain, manage, and improve the Platform. This aggregate information does not identify you personally. We may share this aggregate data with our affiliates, agents, and business partners. We may also disclose aggregated user statistics in order to describe our Platform to current and prospective business partners and to other third parties for other lawful purposes.
• Business Transfers. As we develop our businesses, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, sale of assets, dissolution, or similar event, your Information may be part of the transferred assets.
• Legal Requirements. To the extent permitted by law, we may also disclose your Information: (i) when required by law, court order, or other government or law enforcement authority or regulatory agency; or (ii) whenever we believe that disclosing such information is necessary or advisable, for example, to protect the rights, property, or safety of Julius Technologies or others.
Accessing and Modifying Information and Communication Preferences
If you have provided us any personal information, you may access, remove, review, and/or make changes to the same by contacting us at email@example.com. In addition, you may manage your receipt of marketing and non-transactional communications by clicking on the “Unsubscribe” link located on the bottom of any Julius Technologies marketing e-mail. We will use commercially reasonable efforts to process such requests in a timely manner. You should be aware, however, that it is not always possible to completely remove or modify information in our subscription databases.
How We Protect the Information
We take commercially reasonable steps to protect your Information from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. Please understand, however, that no security system is impenetrable. We cannot guarantee the security of our databases or the databases of the third parties with which we may share such information, nor can we guarantee that the information you supply will not be intercepted while being transmitted over the Internet. In particular, e-mail sent to us may not be secure, and you should therefore take special care in deciding what information you send to us via e-mail.
Important Notice to Non-U.S. Residents
The Website, the Platform and its servers are operated in the United States. If you are located outside of the United States, please be aware that any information you provide to us maybe transferred to, processed, maintained, and used on computers, servers, and systems located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. If you are located outside the United States and choose to use the Platform, you do so at your own risk.
DO NOT TRACK
Julius Technologies does not monitor, recognize, or honor any opt-out or do not track mechanisms, including general web browser “Do Not Track” settings and/or signals.
Nevada Privacy Rights
If you are a resident of Nevada, you have the right to opt-out of the sale of certain personal information to third parties. You can exercise this right by contacting us at firstname.lastname@example.org with the subject line “Nevada Do Not Sell Request” and providing us with your name and the email address associated with your account. Please note that we do not currently sell your personal information as sales are defined in Nevada Revised Statutes Chapter 603A.
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