Terms of Use
Last Revised: April 8, 2024
These Juno Journey Terms of Use (this “Agreement”) are made between the user that accepts this Agreement (“Customer“) and Juno Journey. Capitalized terms not otherwise defined below are defined in the glossary at the end of this Agreement. Customer (and any authorized User on its behalf) hereby represents, agrees and acknowledges that (i) the authorized User has been designated by the Customer and has full legal authority to register, access and use the Services and bind the Customer to this Agreement; and (ii) this Agreement constitutes a binding contract between the Customer and Juno.
1. Services
Juno grants Customer and its Affiliates a non-exclusive, non-transferable, royalty-free, worldwide right to use the Services. The Services are a cloud-based platform where Customer may: (i) create, store, use and share Journeys and Content; (ii) access a Marketplace where Customer can purchase Third Party Content; and (iii) use Juno Content. The Services are accessed through an Account. Customer can create, modify and share training Journeys and content through the Account. Not all Services are available to all Customers; Juno shall offer certain selections and preferences within the Account. Customer selections and preferences made within the Account form part of this Agreement.
2. Account
Customer
Juno shall provide or allow Customer to create Account access codes to Users. Customer shall not disclose Account access codes or permit any third party to use them. Customer will ensure that all Users keep these credentials strictly confidential. Customer is responsible for any and all actions taken by Users or by anyone using Customer’s accounts and passwords, including to ensure that Users access and use the Services in compliance with this Agreement. Customer shall notify Juno by email to [email protected] immediately of any loss or disclosure, whether voluntary or otherwise, of any Account password or access code.
Users
Customer may select individual Users who shall each have their own Account that shall contain Data concerning their Journeys. Customer shall provide, at Customer’s own expense, all necessary hardware, applications and internet connectivity necessary for Customer and its Users to access the Services. Juno is not responsible for such devices or their connection to the internet and the Services. Customer is responsible for User compliance with this Agreement.
3. Use Restrictions.
Services are for business use only and are not provided for individual consumer use. Customer shall not: (i) permit any party to access or use the Services, other than the Users; (ii) modify, adapt, alter or translate any of the Services; (iii) license, lease, rent, loan, distribute, or otherwise transfer the Services to any third party; (iv) use or copy the any of the Services except as expressly allowed hereunder; (v) conduct or promote any illegal activities while using the Services; (vi) use the Services to stalk, harass or harm any individual; (vii) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services; (viii) interfere in any way with the proper functioning of the Services; (ix) impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity; (x) mirror or frame the Services or any Juno content, place pop-up windows over its pages, or otherwise affect the display of its pages; (xi) publicly display or publicly perform any part of the Services; or (xii) use Third Party Content in violation of any Third Party Content Provider Agreement. Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN) and Persons who are less than 18 years of age are not permitted to use the Services.
4. Intellectual Property Rights.
Juno Journey IP
Juno expressly reserves all Intellectual Property Rights in the Services and all Juno Content. All right, title and interest in the Services and all Juno Content, any update, adaptation, translation, customization or derivative work thereof, and all Intellectual Property Rights therein will remain with Juno or its licensors. Juno reserves the right, in its sole discretion, to change, modify, add, or remove portions of the Services without prior notice to Customer or consent of Customer (provided that such changes do not adversely affect the functionality of the Services).
Feedback
In the event that Customer provides Juno any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services or Third Party Content (collectively “Feedback“), Customer agrees that Juno may use the Feedback to modify the Services and that Customer will not be due any compensation, including any royalty related to the product or service that incorporates the Feedback. Juno acknowledges that the Feedback is provided on an “AS IS” basis without any warranty of any kind whether express or implied, statutory, non-infringement or otherwise.
5. Customer Data.
Customer Data
As part of the Services, Customer may submit, upload or make available to the Services certain Customer Data. As between the parties, Customer Data shall be owned by Customer and shall be regarded as Customer’s Confidential Information. Customer hereby represents and warrants that it has the full right, permissions, and consents to make the Customer Data available to Juno through the Services.
License to Customer Data.
Customer hereby grants Juno a non-exclusive, non-assignable, non-transferable license to use Customer Data made available to us in the scope of Customer’s use or access to the Services for the purpose of providing the Services, as contemplated hereunder.
Anonymous Cumulative Information.
Without derogating from the foregoing, Customer hereby grants Juno a perpetual, irrevocable, non-exclusive, worldwide, royalty-free right and license to use Customer Data that has been permanently anonymized and that cannot be used to identify or otherwise understood to be related to any specific individual or to Customer, for the purpose of improving the Services.
Privacy
Juno and Customer hereby acknowledge and agree that to the extent any personal data (as such term is defined under applicable law) is transferred by Customer to Juno in connection with the Services (“Customer Personal Data”), then (i) the collection, use, and processing shall be in accordance with any applicable laws, including, data protection laws, and Customer shall ensure to make all necessary disclosures and obtain all required consents (if required), in order to transfer such Customer Personal Data to Juno for the purposes of performance of this Agreement, (ii) Juno shall comply with all applicable laws in connection with its use of such Customer Personal Data provided to it by the Customer in connection with this Agreement, and (iii) to the extent necessary under applicable law, the DPA referenced herein shall form an integral part of this Agreement and shall govern the collection and processing of any such Customer Personal Data.
6. Third Party Content
Third Party Content is made available to Customer in one of two ways. After Customer selects the Third Party Content they wish to access, either (i) Juno purchases rights in it for which it then invoices Customer; or (ii) Juno directs Customer to a place where Customer itself makes direct payment to the Third Party Content Provider. Where Juno purchases Third Party Content for Customer, Juno may provide Customer with a payment card number for settling Juno payment to the Third Party Content Provider. Customer shall not use such payment card for any other purpose. Customer acknowledges that payments for Third Party Content through the Marketplace may be subject to processing fees by third-party payment service providers who facilitate the applicable Third Party Content purchases.
Except for the limited license to use Third Party Content requested by Customer for use by a User, nothing in this Agreement shall transfer any Intellectual Property Rights of any Third Party Content Provider to Customer or any User. Customer shall use Third Party Content subject to all applicable Third Party Content Provider Agreements and respective licenses.
Juno shall purchase digital access rights in respect of the Content order and, immediately thereafter, shall hereby sell such digital access rights to the Customer for the same price paid by Juno (such price being the “Content Price”). Third Party Content Prices will change from time to time on account of decisions made by Third Party Content Providers; Juno shall not be liable for such changes. By placing a Third Party Content order, Customer agrees to pay the Content Price and also any increase in the amount of the Content Price up to the greater of $20.00 or 10% of the original Content Price. Juno shall seek and obtain prior consent of Customer for any greater change in Content Price.
Juno will make reasonable efforts to assist Customer with obtaining refunds from Third Party Content Provider in relation to Third Party Content, subject to Customer’s eligibility for such refund as set forth in the Third Party Content Provider Agreements. Juno will reallocate the refund to the Account promptly after receiving the refund from the Third Party Content Provider. For the avoidance of doubt, Customer will not be entitled to a return of the Fees (in whole or in part) in relation to the refund.
7. Indemnification.
Juno shall defend, indemnify, and hold harmless Customer, its employees, officers, directors and against any and all liability including damages, recoveries, deficiencies, interest, penalties, losses and attorney’s fees actually awarded by a court of competent jurisdiction, arising out of or relating to any third party claim of infringement of intellectual property rights relating to the Customer’s permitted use of the Services.
Customer shall defend, indemnify, and hold harmless Juno, its employees, officers, directors and against any and all liability including damages, recoveries, deficiencies, interest, penalties, losses and attorney’s fees actually awarded by a court of competent jurisdiction, arising out of or relating to any third party claim of infringement of intellectual property rights relating to Customer’s breach of a Third Party Content Provider Agreement.
The indemnity obligation under this Agreement is subject to the following conditions: (i) the indemnified party notifies the indemnifying party in writing about a claim, promptly after becoming aware of the claim, and gives the indemnifying party the right to control and direct the investigation, preparation, defense, trial and settlement of the claim; (ii) the indemnified party does not make any admission of liability, agreement or settlement in relation to the claim without the prior written consent of the indemnifying party and the indemnity is made actionable upon a final decision of a competent court or a regulatory authority indicating the indemnifying party’s violations of the applicable law as the cause of the claim, or subject to the explicit written agreement of the parties; (iii) the indemnified Party will fully cooperate with the indemnifying party in the defense and settlement of the claim, including by providing access to the indemnifying party and its professional advisors access to the indemnified party’s documents and records within the indemnified party’s power of control, for the purpose of assessing, defending and settling the claim.
8. Term and Termination
This Agreement shall become effective on the Effective Date and continue for the Initial Term after which it shall renew for additional and successive Renewal Terms, each as defined in the Order Form unless either party provides the other with a written notice stating its intent not to renew the term of this Agreement at least 60 days prior to the end of the Initial Term and/or each Renewal Term then in effect, as applicable. Either party may terminate this Agreement immediately by giving the other party a written notice of such termination upon the other party’s breach of any material term of this Agreement, which if susceptible to remedy, has not been remedied within fourteen (14) days of the receipt of written notice specifying the nature of the breach, or upon the other party’s insolvency, making an assignment for the benefit of creditor, receivership, or the institution of any similar proceedings by or against the other party.
In the event this Agreement is terminated, other than by Customer for uncured material breach of this Agreement by Juno, Customer shall be liable for all Fees applicable for the then current Term. In the event that Customer terminates this Agreement due to Juno’s uncured material breach, Juno shall issue to Customer a pro-rated refund of any prepaid Fees based upon the remaining period of the then-current subscription term.
Each party shall be liable for any other liabilities created hereunder that are outstanding on termination.
Upon termination or expiration of this Agreement, Customer shall cease using the Services. In the event of termination of this Agreement, Juno may, without liability to Customer, disable the Customer and its Users’ passwords, Accounts and access to all or part of the Services.
Upon termination or expiration of this Agreement, the license granted to Juno under this Agreement will revert to Customer and Juno will cease all use of the Customer Data and delete any and all copies of the Customer Data from its systems.
On termination of this Agreement, Customer shall be provided an opportunity to download Customer Data for up to thirty (30) days following termination, after which it may be deleted.
The following Sections will also survive expiration or termination of this Agreement for any reason: the introductory paragraph, Sections 3 Limitations, 4 Juno Intellectual Property Rights, 5 Customer Data Consent, 7 Indemnity, 10 Fees, 11 Confidential Information, 11 Customer Warranties, 11 No Warranties by Juno, 13 Limitation of Liability, 14 Notices, 15 Governing Law and Arbitration, 17 General Provisions and 18 Glossary.
9. Customer Support.
Juno will provide Customer with technical support for the Services through the Account, by email or by other means as per the Enterprise’s Service Level Agreement.
10. Fees.
Fees
Customer agrees to pay the Fees and applicable taxes. Fees are exclusive of all any foreign or domestic sales taxes, withholding taxes, use taxes and any other taxes and charges of any kind imposed by any federal, state, local or foreign governmental entity, and Customer is solely responsible for the payment thereof (except for taxes based on Juno’s income). All Fees are in U.S. dollars and are non-refundable.
Payment
Fees shall be paid by wire transfer to an account indicated by Juno or by such other means as may be acceptable to Juno. Unless indicated otherwise in the Proposal or Order Form, all amounts are stated and shall be paid in US dollars and are payable within thirty (30) days from the date of the invoice. Unless otherwise specified in the Proposal or Order Form, the Subscription Fees shall be billed on an annual basis for the respective subscription (each annual billing shall be referred to as a “Billing Cycle“).
Subscription Upgrade
Customer may upgrade its Service subscription plans to an upgraded plans and/or to higher Users’ tiers and/or plans in accordance with the commercially available plans and Users’ tiers, either by adding Users, changing the plan term or any other upgrade that is commercially available, during the applicable subscription period, either: (a) by providing Juno with written notice specifying the requested upgrade; (b) by Customer affecting the upgrade through the Service Account; or (c) executing a mutually agreed Order Form for such upgrade (each, an “Upgrade”). An Upgrade constitutes an amendment to this Agreement on its terms. Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term and some won’t, as indicated within the Service and/or the Order Form. Upon a Subscription Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise in an Order Form), either: (1) prorated for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by Customer will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by Customer upon the date on which the Subscription Upgrade was made.
Discounts and Promotions
Unless expressly stated otherwise in a separate legally binding agreement, if Customer received a special discount or other promotional offer, Customer acknowledges that upon renewal of its Subscription, Juno Journey will renew such Subscription, at the full applicable Subscription Fee at the time of renewal.
11. Confidential Information.
Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property (including all related intellectual property rights) of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information and in no event less than a reasonable degree of care. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement, provided such individuals are bound by confidentiality obligations which are substantially similar to those set forth herein. Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, and the duty of confidentiality created by this section shall survive any termination of the Agreement. Customer Data shall, without limitation, be deemed as Customer’s Confidential Information. Juno Data shall, without limitation, be deemed as Juno’s Confidential Information.
12. Warranties.
Juno’s Warranties
Juno represents and warrants that it shall: (i) perform the Services with care, skill, and diligence, in a professional and workmanlike manner and in accordance with applicable professional standards, and causes its employees, subcontractors, and agents to perform accordingly; (ii) use measures, procedures and commercially reasonable efforts to operate the Services efficiently and available at all times; (iii) use industry standard measures and controls, to protect the Services from viruses, worms, time bombs, Trojan Horses and other harmful or malicious codes, files, scripts, agents and programs; and (iv) do not knowingly utilize codes, components and content which infringe third parties’ intellectual property rights.
Customer’s Warranties
Customer represents and warrants that: (i) it has full corporate right, power, and authority to enter into this Agreement and that the individual executing this Agreement on its behalf is duly authorized to do so; and (ii) Customer Data (a) will not infringe, misappropriate, or otherwise violate the Intellectual Property Rights or other rights of any third party, (b) will not constitute defamation, invasion of privacy or publicity, or otherwise violate any similar rights of any third party.
No Warranty for Third Party Content
Content from Third Party Content Providers, other users, suppliers, advertisers, and other third parties may be made available to Customer through the Services. Juno does not control such Content; Customer agrees that Juno is not responsible for any such Content or that of third party websites linked to the Site. Juno does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such Content and Juno assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content.
EXCEPT AS OTHERWISE EXPLICITLY PROVIDED UNDER THIS AGREEMENT, THE SERVICES AND ALL CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAWS, Juno HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. JUNO DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.
13. Limitation of Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. EXCEPT WITH RESPECT TO A PARTY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, EXCEEDING FEES PAID IN RESPECT OF THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
14. Notices.
Notices to either party must be in writing and addressed as follows:
For Juno, addressed to [email protected]; and
For Customer, to the email address provided by Customer in the Account.
Juno may change its contact information by giving notice of such change to the Customer. Customer may change its contact information through the Account. For contractual purposes, Customer consents to receive communications from Juno in an electronic form.
15. Governing Law and Arbitration.
The Parties expressly agrees that this Agreement will be governed by the laws of the Applicable Jurisdiction (as defined below) without regard to its choice of law or conflicts of law principles. The Parties expressly consent to the exclusive jurisdiction and venue in the courts in the Applicable Jurisdiction, except that temporary relief to enjoin infringement of Intellectual Property rights may be sought in any court. “Applicable Jurisdiction” shall mean Tel-Aviv, Israel, if Customer’s entity is organized under the laws of the State of Israel; or (ii) New York, NY, USA if Customer’s entity is organized elsewhere.
16. Changes to this Agreement.
Juno may change the terms of this Agreement from time to time, at its sole discretion and without any notice. Juno will notify Customer regarding material changes of the terms of this Agreement by notice on the Services or by sending Customer an e-mail regarding such changes to the e-mail address registered to Customer’s Account. Such material changes will take effect seven (7) days after such notice is provided on the Services or sent by email. Otherwise, all other changes to this Agreement are effective as of the stated “Last Revised” date and Customer’s continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
17. General Provisions.
Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent; provided, however, that each Party may assign this Agreement without prior notice to or consent of the other Party, to a successor in connection with a merger, consolidation, or acquisition of all or substantially all of the assigning Party’s assets.
Force Majeure. Each Party acknowledges and understands that if the other Party is unable to perform its obligations hereunder as a result of a force majeure event, such Party will not be in breach of this Agreement and will not be liable for delays caused by such event. A force majeure event means any event beyond the reasonable control of a Party.
Severable. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and the validity, legality, and enforceability of all other provisions shall remain in full force and effect.
Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law in one instance shall not preclude enforcement thereof on future occasions.
Independent Contractors. Customer’s relationship to Juno is solely that of an independent contractor, and neither Party is an agent or partner of the other. Each Party will not have, and will not represent to any third party that it has, any authority to act on behalf of the other Party.
Entire Agreement. This Agreement constitutes the entire agreement between Customer and Juno concerning the subject matter of this Agreement and supersedes all prior agreements between them.
18. Glossary.
The following words used in this Agreement are defined as follows:
“Account” means an account made available to Customer by Juno through which Customer can transmit instructions or receive information in relation to the Services.
“Affiliate” means, in relation to a Person, another Person that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Person, or a Person’s principal partners, shareholders, or owners of some other ownership interest.
“Order Form” means the cover pages to this Agreement or any form completed when accepting this Agreement.
“Confidential Information” means all proprietary, secret or confidential information or data relating to either party and its affiliates, operations, employees, products or services, clients, customers or potential customers. Confidential Information shall include customer lists, Content numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes generally publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by Law.
“Content Fee” means the purchase price payable by Customer for the right of a User to access Third Party Content.
“Customer Data” means any data or other information uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available, by or on behalf of Customer to the Services. For clarity, Customer Data includes Journeys.
“Customer” means the Person or entity using the Services on behalf of a company, entity, or organization, the entity, partnership or organization, then ‘you’ also includes such entity.
“Data” means Customer Data or Juno Data.
“Device” means a Customer owned or controlled computer, tablet, phone or other device used to access the Services.
“Effective Date” has the meaning given to such term in the Order Form.
“Fees” means fees payable by Customer for use of the Services as disclosed in Order Form.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, works of authorship, inventions, discoveries and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Journey” means a Service-hosted Customer-created or selected template consisting of any Content, together with records of the use of each by a User and related information.
“Juno” means Juno Journey Ltd., a company having an address at 3 Menorat Hamaor St., Tel Aviv, Israel, 6744831.
“Juno Content” means any flows, checklists, images, text or other content to which Customer or a User is given access by Juno through the Service for use in association with a Journey or otherwise.
“Juno Data” means information concerning Services or provided to Customer by Juno through the Account or otherwise.
“DPA” – means the data processing addendum posted at https://www.junojourney.com/legal/data-processing-addendum – such as it is from time to time.
“Laws” means laws, statutes, codes, ordinances, orders, decrees, rules, regulations, and municipal by laws, whether domestic, or foreign, all judgments, orders, writs, injunctions, decisions, rulings, decrees, and awards of any government authority having jurisdiction.
“Marketplace” means that part of the Services through which Customer can purchase licenses to Third Party Content from Juno.
“Party” means either Customer or Juno and “Parties” means both Customer and Juno.
“Person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.
“Enterprise’s Service Level Agreement” means the Service Level Agreement For Enterprise of Juno posted at https://www.junojourney.com/legal/sla-for-enterprise – such as it is from time to time.
“Services” means the Site and any platform, solutions and/or services provided by Juno to Customer pursuant to an applicable Order Form under or in connection with this Agreement.
“Site” means www.junojourney.com or such other sites through which Juno offers the Services.
“Term” has the meaning set out in the Order Form.
“Third Party Content” means any course, course materials, steaming content or other material produced or licensed by a Third Party Content Provider and sold through the Services or otherwise referenced in the Services.
“Third Party Content Provider Agreement” means an agreement between Customer and a Third Party Content Provider concerning the supply of Third Party Content to Customer.
“Third Party Content Provider” means a creator, licensor or seller of Third Party Content.
“Transaction” means sending or attempted sending of Data, by way of the Services, between any of Customer, a User, Juno or a Third Party Content Provider.
“User” means an individual who is authorized by Customer to use Services or Content.