Terms of Service

TERMS OF SERVICE

1 – Preamble

These Terms of Service (the “Terms”) set forth legally binding terms and conditions that govern your access to and use of the websites under the domain names of https://juphy.com and https://app.juphy.com (collectively, the “Platform”) and the services, tools and materials offered thereon (collectively, the “Services”) with a paid or trial subscription to you and any authorized individuals engaged by you to use the Platform and Services on your behalf (each a “Authorized User”, collectively as “Authorized Users”).

As you are entering into these Terms on behalf of a legal entity (“Entity”), you agree to these Terms for that Entity and represent to Juphy that you have the authority to bind such Entity and its affiliates to these Terms. In such case, “you” or “Client” shall refer to such Entity and its affiliates. If you are a Client’s Authorized User, then these Terms will apply to you to the extent they are applicable to Users.

The Platform is owned, operated, and distributed by Juphy, Inc., a company validly incorporated and legally existing in State of Delaware, United States of America with a registered address of 651 N Broad St. Suite 201 Middleton, Delaware (hereinafter referred to as “Juphy”, “Company”, “we” and by similar words such as “us”, “our”, etc.)

For the purpose of these Terms, Juphy and you may individually be referred to as a “Party” and collectively as “Parties”.

2 – Agreement and Acknowledgement

These Terms sets out the legal agreement between you and Juphy for the use of the Platform and Services. Your access to and use of the Platform and Services is conditioned on your acceptance of and compliance with these Terms. 

These Terms also apply, without limitation, to any new features, functionality or tools added to the Platform.

The Client acknowledges that the Client has read, understands, and agrees to be bound by these Terms. Notwithstanding the foregoing, Client’s use of the Platform and Services shall bind them and any employees, agents or subcontractors who are authorized by the Client to access and use the Platform and Services to the terms and conditions of these Terms.

By navigating the Platform, starting a free trial, making payment for a subscription plan, registering for an account, logging into the Account Dashboard, engaging with your Customers with communications and interactions through the Services, creating a new platform request, subscribing to our blog, contacting us through the dedicated channels, joining to Juphy’s Affiliate Program, booking a demo, and using the Platform and Services in any manner, you acknowledge that you have read, understand, and agree to be bound by and comply with the provisions set forth in these Terms. If you do not accept these Terms (or any part thereof) or the Privacy Policy, you must discontinue your access to and/or use of the Platform and Services and, if any, immediately delete your account on the Platform.

These Terms are entered into by and between you and Juphy and, together with the Privacy Policy and any other documents expressly referenced, govern your access to and use of the Platform and any Content or features of the Services.

We are fully committed to protecting your and others’ privacy and security and to addressing their concerns. You can read our Privacy Policy to learn more about how we handle your personal information in detail.

3 – Changes to the Terms

We reserve the right, at our sole discretion, to update, modify or remove portions of these Terms by providing you with the updates and alterations. In this regard, we will notify you by pop-ups on the Platform or any other appropriate communication channels prior to the date the updates, changes or amendments to the Terms become effective. If you do not agree with the changes to these Terms, you may terminate these Terms immediately by discontinuing your access to and use of the Platform and, if any, deleting your account on the Platform.

If you continue to access or use the Platform or Services in any manner after such update, we will assume that you have accepted the amended Terms. 

The most current version of these Terms may be viewed at any time on the Platform. It is in your best interest to periodically review the Terms for any updates, changes or additions that may affect you. When we change these Terms, we will refresh the “Last Updated” date above.

4 – Juphy Terminology

Within the context of herein Terms, the following expressions shall bear the meanings ascribed to them below:

5 – Coverage of Juphy Mobile Application

THESE TERMS APPLY SOLELY TO THE PLATFORM AND THE SERVICES CONTAINED THEREIN AND DO NOT COVER ANY TERMS OF USE OF THE JUPHY MOBILE APPLICATION AND THE SERVICES CONTAINED THEREIN. 

6 – Coverage of Juphy Platform

Juphy provides a social media customer service tool for businesses that helps you bring your social media accounts together for efficient access and management through a single platform. Through the Platform, you can manage your social media and various communication channels, engage your Customers, analyze the results of your engagement, and track the performance of your Customer service team.

The Platform and therefore these Terms apply to, including but not limited to, subscribing to our blog, registering for a Juphy account, communicating with Juphy, navigating the Platform and its Content, accessing and using the Platform and Services in any way.

Each person using the Platform and Services may have different rights and obligations as part of their use. Therefore, for the purposes of these Terms, each person accessing the Platform and using the Services is considered a “User“. Therefore, the term “you” may refer to the Visitor, the Customer, the Authorized User, or the Affiliate, whichever is referred to in the relevant clause.

VARIOUS INFORMATION, GRAPHICS, CONTENT ON THE PLATFORM ARE POSTED FOR PROMOTIONAL PURPOSES ONLY; JUPHY DOES NOT GUARANTEE THAT THE PLATFORM WILL HAVE THE SAME LOOK AND FEATURES WITH THE PROMOTIONS ON THE PLATFORM AND THAT CONDUCT THE OPERATIONS ON THE DATES STATED ON THE PLATFORM. JUPHY CANNOT BE RESPONSIBLE FOR ANY REQUESTS FROM USERS IN THESE MATTERS AND SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THESE MATTERS.

7 – Usage of the Platform and Services

• Eligibility

You must be at least 18-years old to use the Platform and our Services. By agreeing to these Terms, you represent and warrant to us that: (i) you are at least 18 years of age; (ii) you have not previously been suspended or removed from the applicable Service; (iii) you have the right, authority, and capacity to enter into these Terms and to abide by the provisions of these Terms and (iv) your registration and your use of the Platform and Services is compliant with any and all laws and regulations.

Your access to the Services may be terminated without notice if we believe that you are under 18 years of age and you represent yourself as 18 or older.

• Registering for an Account

Account Creation

Your access to and use of the Platform is not contingent on signing up for an account, however you may only benefit from certain Services by signing up for an account within a paid subscription. The functionality of the Service varies depending on the subscription level you have chosen. Please refer to our Platform for up-to-date information on the features of your chosen subscription.

By creating an account, Clients will be able to, including but not limited to, (i) manage their Social Networks by integrating them to the Platform which will enable them to track, reply and communicate with their Customers, (ii) monitor the comment section of their accounts, filter and tag certain topics from the comment section to evaluate Customer behavior, (iii) appoint Authorized Users to take part in Customer relations and communications, (iv) receive reports to analyze the number of comments from particular Customers in the designated business account of the Client and the Authorized User performance indicators through their Account Dashboard. 

In order to sign up for an account you will be requested to provide your first name and last name, business email address and a password (collectively, the “Registration Information”). Following the registration stage, you will be required to verify your email address.Authorized Users may also sign into the Platform through an invite code from their organization. 

We may, from time to time, modify or add new items to the Registration Information required to create an account (whilst updating the Privacy Policy accordingly) and you agree to promptly complete any such additional or modified information fields when and as requested by us. 

Identity Verification

By registering for our Services, you agree and acknowledge that we may verify any personal data you provide to us or otherwise verify your identity or your engagement to the Entity. This may include verifying your name and identity by verifying your email address. Should we discover any personal data you provide to us is materially incorrect or should we be unable to verify your identity, we may terminate your account and otherwise prevent you from using the Platform and Services.

Free Trial Period

Upon confirmation of your registration with the Service, you may be provided with a free trial period to use the Platform on a non-exclusive, non-transferable and royalty-free basis in accordance with all the provisions of these Terms with the exception of the payment of Fees during this period (“Free Trial Period”). The Free Trial Period may be extended by Juphy in its sole and absolute discretion. 

We will make the applicable Services available to you on a trial basis free of charge until the earlier of (i) the end of the Free Trial Period of the applicable Services (unless terminated earlier by you), (ii) the start date of the paid subscription period for the applicable Services, or (iii) termination by Juphy in its sole discretion.

Any data that you enter into the Services, and any customizations made to the Services during the Free Trial Period will be permanently lost unless you (i) purchase the corresponding paid subscription plan for the account or (ii) export such data before the end of the Free Trial Period. Notwithstanding anything contained in this Section, Services are offered as-is during the Free Trial Period, without any warranty, covenant, support or liability whatsoever, to the extent permitted by law.

In the event that you wish to continue to use the Services after the expiration of the Free Trial Period, you must (prior to the end of the Free Trial Period); (i) have correctly completed all the information relating to payment of the fees in the payment section of the Service; (ii) have provided valid credit card details for payment of the fees; (iii) have chosen a subscription to sign up to for use of the Service; and (iv) paid the correct amount owed for activating your subscription to the Service.

For detailed information and an overview of the subscription plans, fees, payment and refund terms please review the Section “Terms of Sale”.

• Account Responsibilities

Keeping Your Account Secure and with Up-to-Date Information

You agree to keep your account accurate, complete, and with up-to-date information. Your failure to keep your account data accurate, complete, and up to date may lead to your inability to access and your use of the Platform and Services or your account’s termination by us. Therefore, you must either make necessary changes to the account through your Account Dashboard or inform us immediately of any changes to your information by emailing us. 

If you provide any information that is untrue or inaccurate, not current, or incomplete, or if we reasonably suspect that your information is untrue or inaccurate, not current, or incomplete, we may, in our sole discretion, suspend or terminate your account and refuse your current or future access to the Platform or any Services.

By registering for an account and becoming a Client, you agree to be liable for all activities that take place under your account and agree to always keep the safety and privacy of the login credentials. If you become conscious of or reasonably suspect any violation of safety, including without limitation any loss, theft, or unlawful disclosure or use of your or your Authorized Users’ accounts, you must promptly notify us. 

You are responsible for safeguarding the password that you use to access the Platform and for any activities or actions under your password, whether your password is with our Platform or a Third-Party Service. 

You also agree to ensure that you log out from your account at the end of each session. You should be cautious when accessing your account from a public or shared computer so that others are not able to view or record your email, password, or other personal information. 

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar, or obscene. We have the right to disable any password, or other identifiers, whether chosen by you or provided by us, at any time, including if, in our opinion, you have violated any provision of these Terms. You expressly agree that we cannot be held liable for any loss or damage arising out of any misrepresentations you make in this regard.

If we suspect that there is likely to be a breach of security or misuse of the account, Platform or Services, or violation of any obligation under these Terms, we may suspend or terminate your account and your use of the Platform and Services. Such termination or suspension may be immediate and without notice. In such event, all information held in your account and Account Dashboard will be deleted without notice, and you accept full responsibility, and you hereby release and hold harmless Juphy from any and all liability in this regard.

Juphy cannot and will not be held responsible for any loss or harm caused by your inability to maintain safety of your account and login credentials. Thus, Juphy is not responsible for any loss or damage as a result of someone else using your account, the Registration Information, with or without your knowledge.

Business Use Only

Our Services are exclusively designated for business use and must be used only in accordance with their purpose, application, and their general characteristics.

If you are signing up on behalf of any other person, then you represent and warrant that you have the right, authority, and capacity to enter these Terms on behalf of the person that you represent.

By using our Services, you confirm that (i) you will only use our Services for Internal Use, business and professional reasons (White label is excluded); (ii) you are using our Services as a representative of an Entity and you have the power to enter into legally binding agreements for the Entity; and (iii) you are responsible for anyone that uses our Services through your account, such as your Authorized Users.

IF YOU VIOLATE ANY PROVISION OF THESE TERMS, YOU HEREBY ACKNOWLEDGE AND ACCEPT THAT WE MAY TERMINATE OR SUSPEND YOUR ACCOUNT AND REFUSE YOUR CURRENT OR FUTURE USE OF ANY OR ALL OF THE SERVICES AT OUR SOLE DISCRETION. IN SUCH CASE, YOU HEREBY DISCLAIM AND HOLD JUPHY HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY RESULTING FROM SUCH TERMINATION OR SUSPENSION AND ACCEPT NOT TO HOLD JUPHY RESPONSIBLE FOR ANY CLAIMS FOR COMPENSATION, DAMAGE, OR REIMBURSEMENT IN THIS REGARD. 

European Union’s Business Entities as Clients

THE SERVICE RENDERED BY JUPHY IS DEVELOPED AND OFFERED SOLELY ON A BUSINESS-TO-BUSINESS (“B2B”) BASIS. JUPHY PROVIDES THE SERVICE ONLY FOR BUSINESS OR PROFESSIONAL PARTNERS AND REFRAINS FROM PROVIDING THE SERVICE TO CONSUMERS, UNDERSTOOD AS NATURAL PERSONS WHO ORDER THE SERVICE WITHOUT DIRECT RELATION TO THEIR COMMERCIAL OR PROFESSIONAL ACTIVITY. THEREFORE, EVEN IN THE ABSENCE OF PROVISION BY THE SUBSCRIBER OF FULL DATA INDICATING HIS OR HER CORPORATE OR BUSINESS AFFILIATION, WE SHALL DEEM THAT SUCH SUBSCRIBER ORDERS THE SERVICES FOR THE PURPOSES RELATED DIRECTLY TO HIS OR HER PROFESSIONAL ACTIVITY.

Administrators

When you sign up for an account for your Entity you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage Authorized Users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.

You are responsible for (i) ensuring confidentiality of your organization account password, (ii) appointing competent individuals as administrators for managing your organization account, and (iii) ensuring that all activities that occur in connection with your organization account comply with these Terms and applicable laws. You understand that Juphy is not responsible for account administration and internal management of the Services for you.

If you, as a Client, add Authorized Users to your account, you must bind each of the Authorized Users to these Terms. You are responsible for all information, data, content, messages or other materials that you or your Authorized Users post or otherwise transmit via the Platform.

Authorized Users

Subject to the rest of these Terms, we will allow you and your Authorized Users to access and use our Services in the way set out in the plan you subscribed to. You may not use or access the Services in any other way, such as using robots, spiders, crawlers and scraping technologies as fully described in our Acceptable Use Policy.

As you represent an Entity and wish to use the Services for corporate internal use, we recommend that you, and all other Authorized Users from your organization, sign up for accounts by providing you corporate contact information. In particular, we recommend that you use corporate email addresses. 

You and any Authorized Users using your account must comply with these Terms along with the Acceptable Use Policy and all laws. If we reasonably believe that you have breached these Terms, the Acceptable Use Policy or any applicable law, we may, at any time and without notice, remove any of your Client Content and suspend, restrict or terminate your account or your access to the Platform and any Services.

Reservation of Rights

Monitoring the accounts. We reserve the right to access your account for technical purposes and to address occurring service issues, without prior notice. We shall also have the right to monitor your account in our sole and exclusive discretion and to assume the role of your account owner, especially in emergency situations, which can cause harm to you, us, or other users, or when we reasonably suspect a violation of these Terms.

We ensure full confidentiality of information and data obtained under the above-mentioned activities unless their disclosure results from the provisions of applicable law or a binding court and/or authority decision. For the avoidance of doubt, this right does not create any obligation for Juphy to monitor or verify Client Content.

Inactive Account Policy. We reserve the right to terminate unpaid User accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such User account will be deleted. We will provide you prior notice of such termination and option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your User account in another Service active. In case of accounts with more than one User, if at least one of the Users is active, the account will not be considered inactive.

Post Termination. If your account is terminated, you must cease using the Platform and Account Dashboard and related Services and Juphy reserves the right to delete your account settings and Client Content within thirty (30) days of such cancellation or termination with no liability or notice to you. Once your account settings and Client Content are deleted, you will not be able to recover such account settings and Client Content, except any Client Content that remains on Third-Party Services pursuant to the terms and conditions of such Third-Party Services.

• Using the Platform and the Services without an Account

Visitors are not required to sign up for an account in order to access our website under the domain name of https://juphy.com. Visitors cannot access to the Account Dashboard, nor any Services related without an account provided within a trial/paid subscription. Visitors can only access to information on our website, blog, roadmap, status updates, and relevant information provided. However, in order to provide you with certain Services and features you will be requested to provide certain information and accept these Terms accordingly.

Subscription to the Newsletter/Blog

Visitors can subscribe to the newsletter and join the Juphy community to receive special contents, information, updates on Services and blog posts and news from Juphy. Visitors who subscribe to the newsletter acknowledge that Juphy is authorized to send promotional and commercial emails until they unsubscribe/opt-out. 

You will be able to opt-out receipt of certain emails and notifications by following the instructions described in our Privacy Policy and unsubscribe from the link within the email sent to you. For more information, please review the Section “Promotional Communications” under these Terms.

Booking a Demo

Visitors can book a demo with our team to experience Juphy online. In order to book a demo Visitors are required to provide certain information. Web conferencing details are provided upon the confirmation of demo request.

8 – Consent to Receive Electronic Communications from Juphy

Legal Communications and Service Announcements

By providing Juphy with your email address and/or using the Platform you affirmatively consent to use of your email address for legal and service notifications or Juphy to send you notifications through pop-ups and etc., regarding important service announcements and other legal and administrative communications related to your use of the Platform. We may send the following to you by email or posting them on the Platform; these Terms, including legal disclosures; future changes to these Terms, Privacy Policy, and other notices, legal communications or disclosures and information related to the Services. Such communications are part of the Services which you cannot opt out of receiving. However, if you do not wish to receive certain service and other administrative and legal notifications, your only way to opt out of such messages is to stop using the Platform and (if any) delete your account.

Promotional Communications

We will perform certain marketing and other advertising activities (i.e, informing you of benefits and features of Services, letting you know of new features or developments, informing you about our subscription plans, or presenting you a feature for enabling you to purchase the preferred subscription plan via email etc.) of Juphy and third-party advertising partners, as more fully set forth in our Privacy Policy, pursuant to your prior explicit consent. Therefore, if you prefer to opt-in to Promotional Communications, you may receive periodic promotions and other offers or materials that we believe might be of interest to you. 

Withdrawing Your Consent

If you later decide that you do not want to receive future Promotional Communications electronically, you may withdraw your consent. You can opt-out Promotional Communications at any time (i) by following the instructions described in our Privacy Policy; or (ii) following the unsubscribe instructions contained in each message; or (iii) (if applicable) changing the communication preferences in your account through your Account Dashboard. Your withdrawal of consent shall be effective within a reasonable time after we receive your withdrawal notice described above. Your withdrawal of consent will not affect the legal validity or enforceability of these Terms provided to, and electronically signed by, you prior to the effective date of your withdrawal. 

Third-Party Communications

Juphy disclaims all liability for any communication directed to you from any third party directly or indirectly in connection with the Platform and Services (the “Third-Party Communications”) that you may receive and any actions you may take or refrain from taking as a result of any Third-Party Communications. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any Third-Party Communications. Juphy assumes no responsibility for verifying and makes no representations or warranties regarding the identity or trustworthiness of the source or content of any Third-Party Communications.

By using the Platform or Services, you expressly relieve and hold Juphy harmless from any and all liability arising from Third-Party Communications, including any loss or damage incurred as a result of any dealing between you and any third parties. It is your responsibility to evaluate the content and usefulness of the information obtained from third parties.

9 – Terms of Sale

Juphy charges fees for access of the Client for the Platform and the Services after the Free Trial Period has expired. The information about the fees, duration, renewal, and conditions applicable to the purchase of the Services are displayed in the dedicated sections of the Platform. 

At the end of the Free Trial Period, you will be prompted to enter your payment details if you have not already done so. If you’ve already updated your payment method, you will be automatically charged on the date shown on the ‘Billing’ section associated with your Account Dashboard.

Purchasing Subscription Plan

Any steps taken from choosing a subscription plan to order submission form part of the purchasing process. The purchasing, thus subscription process includes, (i) order submission, and (iii) payment transaction. 

As a Juphy User, you agree to have your existing payment plan altered at any time during the subscription term, including but not limited to, upgrading or downgrading your subscription plan, upgrading from a monthly to a yearly subscription, or purchasing add-ons through your Account Dashboard.

Any additional add-ons, including but not limited to analytics, bots, or customer service, or the addition of users, profiles, groups, brand keywords, and other features or functionality you later add to an existing subscription plan (the “add-ons”) during your subscription term shall be subject to these Terms.

The Services are available under subscription plans of various durations and features. 

Monthly Plans 

For monthly plans, we will charge you on the first day of your subscription term (i.e., the date your Free Trial Period has expired) and automatically on the same date of each subsequent month (“Monthly Pay Date”). We will continue to charge you for your plan, including any add-ons, on a monthly basis unless you decide to cancel at any time by accessing the “Billing” page within the Account Dashboard. If you cancel in the month preceding your Monthly Pay Date, you will not be issued any refunds or credits of prepaid and unused fees for the remainder of the subscription term and you will continue to have access to the Services provided in your subscription plan until the following Monthly Pay Date.

Annual Plans 

Annual plans are invoiced on annual basis, and we will charge you on the first day of your subscription term and automatically on the same date of each subsequent year of your subscription term. We will continue to charge you for your plan, including any add-ons, on annual basis throughout the duration of your subscription term and any subsequent renewal terms, unless you decide to cancel at least 30 days prior to the end of your current subscription term by notifying us via email. If you cancel during the subscription term, you will not be issued any refunds for or credits of any prepaid and unused fees for the remainder of the subscription term, you will be required to pay any and all unpaid fees related to the subscription term, and you will continue to have access to the Services until the end of the subscription term. 

Subscription Fee

The Client shall pay the fees specified on the Platform for monthly and annual subscriptions in accordance with the payment terms set forth on the Platform and in these Terms. The fees specified on the Platform shall be considered as binding offer and ready for the Client’s acceptance. 

By accepting these Terms, Clients accept in advance that if they approve the order of the subscription plan subject to these Terms, they will be under the obligation to pay the applicable subscription fee and, if applicable, the specified additional fees such as expenses and taxes, and has been notified thereof. If the Subscription Fee cannot be withdrawn from the credit card due to issues arising from the Client such as insufficient balance, unregistered use, and all kinds of technical problems, the sale of the subscription plan will be invalid, and the performance of the paid-for Services will not start.

Changes to Fees

Juphy may change the selling price of subscription plans and subscription plans at any time, provided that it will be effective in the next renewal period. The Client will be notified of the changes in the fees by email or through the Account Dashboard prior to the renewal date of the subscription package. Juphy reserves the right to terminate the subscription plan and (if any) delete the Client’s account at any time under the conditions set forth in these Terms.

Special Promotions

Juphy may from time to time provide certain promotional opportunities, sweepstakes, and contests to you. All such promotions will be run at the sole discretion of Juphy, and can be activated, modified, or removed at any time by Juphy without advance notification and the liability of any of the Juphy’s partners pursuant to such promotional opportunities, sweepstakes, and contests will be limited pursuant to these Terms.

Subscription Renewal and Cancellation 

Unless you upgrade or downgrade the subscription plan, you will be enrolled into an automatic renewing cycle for the same term at the conclusion of the subscription term (the “Renewal Term”). This applies to all subscription plans involving payment including monthly and annual renewals.

Subscription plans will renew automatically at the end of the term (which may be monthly or annually, depending on the plan you chose when you purchased our Services), and we will automatically bill you on renewal unless you cancel or downgrade your subscription plan according to these Terms.

Unless the request for cancellation of the subscription is not submitted to Juphy before the renewal period of the current subscription plan, the subscription fee is automatically collected from the credit card provided, in each renewal period. The renewed subscription will last for a period equal to the original term. 

You may cancel or downgrade your subscription plan at any time by following the steps outlined in your Account Dashboard. If you cancel (or downgrade) your paid subscription plan, you must continue to pay for the rest of your plan term and you are not entitled to a refund.

If you wish to cancel your subscription plan after the payment has been collected in the renewal period, this request will be taken into process for the next payment period. If you do not want the subscription plan, you have purchased to be renewed, you are obliged to forward this request to Juphy at least 30 days prior the end of the current billing period. The subscription shall be deemed to have expired if there is no registered credit card belonging to you in the payment system or if the subscription fee cannot be withdrawn despite having a registered credit card.

Refunds

Due to the electronic nature of our Services, we are not obligated to provide a refund for any reason, including but not limited to partial months or years of services, upgrades or downgrades, or unused time during your subscription.

The forgoing being noted, we may, from time to time, and in exceptional circumstances, in our sole and exclusive discretion, issue a refund. For more information about our refunds please visit the Refund tab on the Platform.

Payment Terms

If you wish to purchase any subscription plan made available through the Platform, you may be asked to supply certain information relevant to your transaction including, without limitation, information about your method of payment and your billing address. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT CARDS OR OTHER PAYMENT METHODS UTILIZED IN CONNECTION WITH ANY TRANSACTION AND THAT THE INFORMATION YOU PROVIDE TO US IS TRUE, CORRECT AND COMPLETE. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating the transactions initiated by you or on your behalf.

The submission of an order determines contract conclusion and therefore creates for you the obligation to pay the price, taxes and possible further fees and expenses, as specified on the Order Plan. In case the purchased item requires active input from you, such as the provision of personal information or data, the order submission creates an obligation for the you to cooperate accordingly. Upon submission of the order, you will receive a receipt confirming that the order has been received. All notifications related to the described purchasing process shall be sent to the email address provided by the you for such purposes. You will be informed during the payment process and before the order submission, about any fees, taxes, and costs that they will be charged.

All fees are stated and payable in United States dollars, and unless stated otherwise are exclusive of any customs, taxes, or charges. The purchase price is the price included in the information email sent to you and in the invoice content if applicable. Discounts, coupons, and other applications that may be applied by Juphy are reflected to fees.

All payments are independently processed through a global third-party service provider. Therefore, the Company does not collect any payment information – such as credit card details – but only receives a notification once the payment has been successfully completed. If payment through the available methods fail or is refused by the payment service provider, Juphy shall be under no obligation to fulfill the purchase order. Any possible costs or fees resulting from the failed or refused payment shall be borne by the Client.

The Client agrees to pay all charges that may be incurred by the Client or on Client’s behalf, at the prices in effect when such charges are incurred, and the Client authorizes us to charge all sums for the orders that Client makes to the payment method specified at the time. In addition, the Client remains responsible for any taxes that may be applicable to the Client’s transactions. 

10 – Affiliate Program

The Affiliate Program is governed related terms and conditions that can be found within the Service and on the Platform. Visitor’s participation within the Affiliate Program does not take effect on the same day as these Terms. Visitor’s Affiliate Program participation will only commence on the day on which Visitor accepts the terms and conditions of the Affiliate Program.

Termination of these Terms will automatically terminate Affiliate’s Affiliate Program, however, termination of Affiliate Program will not constitute a termination of these Terms including, but not limited to, Client’s obligations and the payment of fees for subscription plans.

11 – Platform Content and License Terms

The visual interfaces, graphics, design, photographs, videos, audio, information, data, computer code, materials, and content of the Platform, the Platform as a whole, our devices including associated firmware, applications, software, websites, APIs, products, and services (excluding the Client Content), (collectively, the “Platform Content“) are protected by copyright, trademark, trade dress, patent, or other intellectual property rights. All Platform Content are owned, controlled, or licensed by Juphy or its subsidiaries and affiliates. Any use of the Platform Content without the Juphy’s express written consent is strictly prohibited. Juphy reserves all rights to the Platform Content not granted expressly in these Terms. Any material downloaded or otherwise obtained through the use of the Platform is done at your own discretion and risk and you will be solely responsible for any damage to your computer system, mobile phone or other device or loss of data that results from the download of any such material.

We retain all rights, titles, and interests in and to the Platform, including without limitation, (i) all texts, graphics, typefaces, formatting, graphs, designs, editorial contents, HTML, look and feel software, and data, (ii) all business processes, procedures, methods, and techniques used in the Platform, (iii) Platform Content, and (iv) all associated trade secrets and other intellectual property and proprietary rights recognized anywhere in the world (collectively, the “Company IP”). 

The Company IP is protected in all forms, media, and technologies currently known or to be developed hereinafter. Juphy owns all Company IP, as well as the coordination, selection, arrangement, and enhancement of such Company IP as a collective work under intellectual property laws of any jurisdiction where the Platform is accessed, and all rights on the Platform, Services, and the Platform Content. The Company IP is protected by domestic and international laws regarding copyright, patents, and other proprietary rights.

License to Platform Content

We grant you a limited, revocable, non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and use the Platform, Services, Platform Content and contents therein solely as provided under these Terms, and not for redistribution of any kind (the “License”). This License does not include any resale of (i) the Platform, Service, or Platform Content thereof, (ii) any personal information (including special categories of personal information), (iii) -excluding Client Content- any other content, material, information, text, data, copyright, trademark, logo, design, insignia, image, photo, music, screenshot, video, chat, post, identifying mark, page, software, and other original works of authorship, and/or intellectual property uploaded to, or incorporated into, the Platform and Services which are owned, controlled, or licensed by Juphy.

Our commercial partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Platform and Platform Content which they make available on our Platform and Services. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Platform Content, in whole or in part. When Platform Content is downloaded to your computer, phone, tablet or any other mobile device, you do not obtain any ownership interest in such Platform Content. Modification of the Platform Content or use of the Platform Content for any other purpose, including, but not limited to, use of any Platform Content in printed form or on any other applications or networked computer environment is strictly prohibited unless you receive our prior written consent.

Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to Intellectual Property Rights, whether by estoppel, implication, or otherwise. You represent and warrant that your use of the Platform, Services, and Platform Content will remain consistent with these Terms and will not infringe or violate the rights of any other party or breach any contract or legal duty against any other party or violate any applicable law. In order to request permission for using the Platform Content, you may contact Juphy through the channels dedicated for such use.

All trademarks and service marks, whether registered or unregistered, as well as product names and company names or logos, displayed or mentioned on the Platform are the property of their respective owners. Reference to any product, service, process, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by Juphy.

We may revoke the License at any time for any reason or no reason and shall not be liable to any User for any purported interference with business or contractual relations, in tort or otherwise. 

Violation of the License hereunder or this provision may result in infringement of Intellectual Property Rights and contractual rights of Juphy, Users, or other third parties, which is prohibited by law and could result in substantial civil and criminal penalties.

12 – Client Content and License Terms

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Client Content”). You own all rights, title and interest in and to all of the Client Content and are responsible for the Client Content that you post to the Service, including its legality, reliability, integrity, accuracy, quality and appropriateness.

If in providing the Service, Juphy processes personal data comprised in Client Content, the parties agree and acknowledge that Client is the data controller and Juphy is a data processor of such personal data and that the provisions of the Data Protection Addendum apply to all such processing.

In the event of any loss or damage to Client Content within the Service, the Client’s sole and exclusive remedy shall be for Juphy to use reasonable commercial endeavors to restore the lost or damaged Client Content from the latest backup of such Client Content maintained by Juphy. Juphy shall not be responsible for any direct or indirect loss, destruction, alteration or disclosure of Client Content caused by any third party.

Submitted Content. If you utilize our Services for a contest or otherwise ask users to submit data through our Services (“Submitted Content“), you recognize and agree that (i) the Services don’t assist you with consenting laws, rules, or guidelines that may apply to your collection or utilization of Submitted Content, which is exclusively your duty; and (ii) we won’t be liable to you or a third-party for the Submitted Content. We make no guarantee that any Submitted Content fetched or displayed through the Services is precise or complete.

License to Client Content

We respect your right to ownership of Client Content created or stored by you. You own the Client Content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant Juphy the license to use, reproduce, adapt, modify, publish or distribute the Client Content created by you or stored in your Account Dashboard for Juphy’s commercial, marketing, promotional or any similar purpose. However, posting or displaying Client Content on the Services, you grant Juphy the right and license to host, run, reproduce, process, adapt, translate, access, copy, distribute, store, transmit and reformat the Client Content of your account solely as required for the purpose of providing the Services to you in compliance with these Terms.

13 – Reviews, Feedback & Other Submission by Users

We invite your suggestions, reviews, bug reports, or other feedback (“User Generated Content”). We don’t need to keep User Generated Content confidential; regardless of whether you disclose it to us, it is private. 

Users are provided with variety of area, site or feature (the “Public Forum”) offered as a part of the Services (including, but not limited to, when you upvote or create a future request, give feedback through Community Board within the Account Dashboard, report bugs, reply to other Users’ User Generated Content etc.) that enables you to (i) upload, submit, post, display, perform, distribute or view content, and/or (ii) communicate, share, or exchange User Generated Content with other Users. Except as otherwise provided in our Privacy Policy, all Public Forum communications are public and not private communications. You are, and shall remain, solely responsible for the User Generated Content that you upload, submit, post, transmit, communicate, share or exchange by means of any Public Forum and for the consequences of submitting or posting same.

You acknowledge and agree that submissions made to certain interactive areas may be publicly available to all other Users, or in certain cases, specific other Users, and that you may be publicly identified when communicating or providing feedbacks in Public Forum, and Juphy will not be responsible for the action of any Users with respect to any information or materials posted in Public Forum. Your User Generated Content will be accompanied by your name surname/username and will not be posted anonymously. Participants in Public Forum must not misrepresent their identity or their affiliation with any person or entity. Any User Generated Content will be considered non-confidential and non-proprietary. You must not post any User Generated Content on or through the Platform or transmit to us any User Generated Content that you consider to be confidential or proprietary.

User Responsibilities 

Users shall not post, upload or transmit any content that (i) is false, misleading or deceptive; (ii) is defamatory, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm to any person or group; (iv) involve violence or acts that threaten or encourage any person to engage in such violence or acts; (v) encourage illegal and/or harmful activities and materials that are prohibited by the laws of United States or the laws of the country in which you reside.

You hereby acknowledge and agree that Juphy does not actively monitor or police the Public Forum (and has no obligation to do so) and you hereby disclaim and hold Juphy harmless from and against any and all liability resulting from your interaction with, or conduct towards, any other User or User Generated Content. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE SERVICES. YOUR BEAR THE SOLE BURDEN OF PROVING THAT USER GENERATED CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS. 

Users acknowledge and accept that Juphy is entitled to remove, delete, block or rectify such User Generated Content at its own discretion and to, without prior notice, deny the User’s access to the Platform; (i) if any complaint based on such content is received; (ii) if a notice of infringement of intellectual property rights is received; (iii) upon order of a public authority; or (iv) where Juphy is made aware that the User Generated Content, while being accessible via the Platform, may represent a risk for Users, third parties and/or the availability of the Service. The removal, deletion, blocking or rectification of User Generated Content shall not entitle Users that have provided such content or that are liable for it, to any claims for compensation, damages, or reimbursement. Users agree to hold Juphy harmless from and against any claim asserted and/or damage suffered due to User Generated Content they provided to or provided through the Public Forum.

Notwithstanding the foregoing, Juphy reserves the right to determine, at its sole discretion, what constitutes harassment or mischief, and where that has occurred, and may, also at its sole discretion, delete the relevant User Generated Content, partially or completely deny, suspend, or terminate access to the Services to any infringing party.

License to User Generated Content

You hereby grant Juphy, its directors, partners, sublicensees, successors and assigns (collectively, the “Juphy Parties”) a perpetual, irrevocable, non-exclusive, sublicensable, assignable, royalty-free right to use, license, reproduce, modify, adapt, publish, translate, transmit, edit, reformat, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform, display and otherwise use any User Generated Content (in whole or in part and with or without the use of your name) worldwide and/or to incorporate the User Generated Content in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trademarks and other intellectual and proprietary rights (collectively, the “Rights”) that may exist in such User Generated Content. 

You hereby represent and warrant that you own all rights, title and interest in and to User Generated Content or are otherwise authorized to grant the rights provided to the Juphy Parties under this section. You also warrant that, to the extent you are not the exclusive holder of all Rights in a User Generated Content, any third-party holder of any Rights, including moral rights in such User Generated Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. 

You further acknowledge that we and our successors and assigns shall be entitled to unrestricted use of the User Generated Content for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the User Generated Content. 

You also permit any User to access, display, view, store and reproduce any User Generated Content that you have made available in any Public Forum for personal use. Subject to the foregoing, the owner of a User Generated Content placed on the Public Forum retains any and all Rights that may exist in such User Generated Content. Except as provided in our Privacy Policy, none of the User Generated Content shall be subject to any obligation of confidence on our part, and you agree to waive, and hereby waive, any claims arising from or relating to the exercise by the Juphy Parties of the rights granted under this section. You will not be compensated for any exercise of the license granted under this section.

JUPHY DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE USER GENERATED CONTENT, AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREIN. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE IN ANY WAY FOR ANY USER GENERATED CONTENT, INCLUDING, BUT NOT LIMITED TO, FOR ANY ERRORS OR OMISSIONS IN ANY USER GENERATED CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY USER GENERATED CONTENT POSTED OR OTHERWISE TRANSMITTED TO OR THROUGH THE PUBLIC FORUM.

YOU AGREE AND UNDERSTAND THAT YOU MAY BE HELD LEGALLY RESPONSIBLE FOR DAMAGES SUFFERED BY OTHER USERS OR THIRD PARTIES AS THE RESULT OF YOUR REMARKS, INFORMATION, FEEDBACK OR OTHER CONTENT POSTED OR MADE AVAILABLE ON THE PUBLIC FORUM THAT IS DEEMED DEFAMATORY, VIOLATES INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE LEGALLY ACTIONABLE. UNDER THE DIGITAL MILLENIUM COPYRIGHT ACT OF 1998 AND THE FEDERAL COMMUNICATIONS DECENCY ACT OF 1996, THE COMPANY IS NOT LEGALLY RESPONSIBLE, NOR CAN IT BE HELD LIABLE FOR DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION TO ANY DEFAMATORY OR OTHERWISE LEGALLY ACTIONABLE REMARKS, INFORMATION, FEEDBACK OR OTHER USER GENERATED CONTENT POSTED OR MADE AVAILABLE ON THE PUBLIC FORUM.

14 – Usage Data

Usage Data includes but is not limited to query logs, and any data (other than Client Data) relating to the operation, support, and/or about Client’s and its Authorized Users’ use of the Services, Platform, or Juphy’ APIs (“Usage Data”). Notwithstanding anything to the contrary in these Terms, Juphy may collect and use Usage Data to develop, improve, support, and operate its Platform and Services.  

Juphy may also utilize data for its internal business purposes only to the extent such data has been aggregated and anonymized such that Client and Client’s Authorized Users and Customers cannot be identified, and we will not sell, rent, or otherwise monetize any of that aggregated information. 

15 – Third-Party Integrations and Services

Our Platform and Services may contain links to or allow you to connect and use certain external third-party products, services, or software in conjunction with your use of our Platform and Services (collectively, “Third-Party Services,” and each, a “Third Party Service”), including certain social media networks and other integration partners.

To take advantage of these features, you may be required to sign up or log into such Third- Party Service on their respective websites or applications. By enabling the Platform to access such Third-Party Service, you are permitting Juphy to pass on your login information to the Third-Party Service and granting the Third-Party Service permission to access or otherwise process your data. 

You acknowledge that your use of such Third-Party Service is governed solely by the terms and conditions, acceptable use policy, privacy policy or any other similar policy or terms of such Third-Party Service (including, but not limited to, the Twitter Terms of Service located at www.twitter.com/tos and YouTube Terms of Service located at https://www.youtube.com/t/terms, etc.) (collectively, “Third-Party Service Terms”), and that Juphy does not endorse, is not liable for, and makes no representations as to the Third-Party Service, its content, or the manner in which such Third-Party Service uses, stores, or processes your data.

In addition, we are not liable for data given by others, including Mentions and data from Third-Party Services (for example, data from Social Networks and Client Content displayed on the Account Dashboard). You and any other person who accesses our Services may get to data that may be unlawful, offensive, inaccurate, or inappropriate. 

We are not liable for any damage or loss arising from or in connection with your enablement of such Third-Party Service and your reliance on the policies, privacy practices, and data security processes of such Third-Party Service. We are not responsible or liable for any changes to or deletion of your data by the Third-Party Service.

When you access Third-Party Services, you do so at your own risk and judgement. Third-Party Services are not under our control, and you acknowledge that Juphy is not responsible or liable for the content, function, accuracy, legality, appropriateness, or any other aspect of Third-Party Services. If you believe any Third-Party Services violate applicable law or may be inappropriate, please notify us. The inclusion of any Third-Party Services does not imply any association between Juphy and their operators. 

By using the Platform and Services thereof, you expressly relieve and hold Juphy harmless from any and all liability arising from your use of any Third-Party Services, including any loss or damage incurred as a result of any dealing between you and any third parties, or as a result of the presence of such Third-Party Services on the Platform or failure of such Third-Party Services to function as intended. 

When you are connected to or otherwise accessing to a Third-Party Service, you agree that you are responsible for the following: (i) taking necessary measures to protect you and your computer systems, from viruses, worms, trojans, malicious code, and other harmful effects; (ii) downloading, using or purchasing any material that is sexually explicit, immoral, offensive or otherwise objectionable or unlawful, or that contains technical inaccuracies, typographical errors, or other errors; (iii) downloading, using or purchasing any material that violates confidentiality or proprietary rights of third parties and other proprietary rights, or that is subject to additional terms and conditions specified or unspecified; (iv) any financial costs or other liabilities against third parties arising from your actions or other activities; (v)  reading and understanding terms of use and privacy policies applicable to Third-Party Services. 

16 – Copyright Policy

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. 

If you believe in good faith that any content made available on or through the Platform or Services has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written notification (“Notification of Claimed Infringement”) to the designated address identified above containing the following information:

Juphy, Inc.

Address: 651 N BROAD ST SUITE 201, MIDDLETOWN, DE,19709 United States of America

Attn: Secretary (IP Notification)

Email: support@juphy.com

• an electronic or physical signature of the person authorized to act on behalf of the owner of the works that have been allegedly infringed;
• identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Platform are covered by a single notification, a representative list of such works);
• identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Juphy to locate the material on the Service;
• your name, address, telephone number, and email address (if available);
• a statement by you that you have a good faith belief that the use of the materials on the Service in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 
• a statement by you that the information in the Notification of Claimed Infringement is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 

If you believe in good faith that a Notice of Copyright Infringement has been wrongly filed against you, the DMCA permits you to send Juphy a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details.

Your Notification of Claimed Infringement may be shared with the User alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to making such disclosures. You should consult with your own legal consultant or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

17 – Access to the Platform and Availability of the Services

Our Services advance continually. We may need to change our Platform and related Services, such as by changing, adding, or eliminating features whenever required, under any circumstance. We might possibly give notice of those progressions to you. We won’t be obligated to you or a third-party for the alteration, price change, suspension, or discontinuance of any of our Services.

Certain features of our Platform may depend on the availability of Third-Party Services and the features and functionality they make available to us. We do not control Third-Party Service features and functionality, and they may change without any notice to us. If any Third-Party Service stops providing access to some or all of the features or functionality currently or historically available to us or stops providing access to such features and functionality on reasonable terms, as determined by Juphy in our sole discretion, we may stop providing access to certain features and functionality of our Platform and related Services. We will not be liable to you for any refunds or any damage or loss arising from or in connection with any such change made by the Third-Party Service or any resulting change to our Platform and related Services. You irrevocably waive any claim against Juphy with respect to such Third-Party Services.

We will make commercially acceptable attempts to guarantee the accessibility of the Platform and the Services during maintenance of or introduction of new services to the Platform, except that we will not be liable for, (i) planned downtime, or (ii) any unavailability precipitated directly or indirectly by conditions beyond our realistic control including a Force Majeure Event, any outages of Third-Party Services (as defined in the Section “Third Party Integrations and Services”) or any related application programming interface (“APIs”) and integrations. Interruptions of our Platform shall not serve as a basis to terminate your subscription or demand any full or partial refunds or credits of prepaid and unused subscription fees.

We may at any time suspend your use of the Services and/or remove or disable any Platform Content as to which we reasonably and in good faith believe is in violation of any of these Terms. We will provide you with notice of any such suspension or disablement before its implementation unless such suspension or disablement is necessary to comply with legal process, regulation, order or prevent imminent harm to the Services or any third party, in which case we will notify you to the extent allowed by applicable law of such suspension or disablement as soon as reasonably practicable thereafter.

18 – Limitations on Use of the Platform 

You are solely responsible for your all interactions with Juphy, using and managing the Platform. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful and illegal. 

While using the Platform and Services you must comply with our Acceptable Use Policy.

Any use of the Platform, Services, Platform Content or Public Forum by violating the principles listed in Acceptable Use Policy without the prior written permission of Juphy is strictly prohibited and will terminate these Terms, the License and your access to the Platform automatically. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and Juphy will take appropriate investigative and legal action for such illegal or unauthorized use. 

You are required to inform the Juphy immediately in case anyone makes or threatens to make a legal claim against you relating to your use of the Platform and/or the Services. If we request, you shall confirm such claim in writing and cease to access or use the Platform and Services. In such case, we reserve the right to forward details to the appropriate regulatory authorities, as well as the courts if we are asked to do so.

19 – Confidentiality 

We may exchange confidential information (“Confidential Information”) in the course of your negotiation and use of our Platform and related Services. 

Our Confidential Information may include, but is not limited to, non-public information about our pricing, personnel, or partnerships, our product roadmap, or other non-public information we identify as confidential. 

Your Confidential Information includes non-public information about your policies (such as your policies for internal review or approval of Client Content), personnel (including names and email addresses of your Authorized Users) and includes your Messaging Content but does not include any other Content published, communicated, or transmitted to or through a Social Network account (which are already publicly available). 

When either you or we (the “recipient”) receive Confidential Information from the other (the “discloser”), the recipient will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) and will not disclose or use any Confidential Information of the discloser for any purpose outside of the scope of these Terms. 

Information will not be considered Confidential Information if (i) it was lawfully in the recipient’s possession before receiving it from the discloser; (ii) it is provided in good faith to the recipient by a third party without breaching any rights of the discloser or any other party; (iii) it is or becomes generally available to, or accessible by, the public through no fault of the recipient; or (iv) it was or is independently developed by the recipient without reference to the discloser’s Confidential Information. In the event that the recipient or any representative of the recipient becomes legally compelled (by law, rule, regulation, subpoena, or similar court process) to disclose any of the Confidential Information, the recipient will (to the extent permitted by the applicable laws) provide the discloser with notice of such circumstances and will limit such disclosure to the required disclosure.

20 – Data Protection and Privacy

We access your data to enable us to respond your requests and as necessary to provide you with the Platform and Services. Our Privacy Policy describes our information practices, including the types of information we receive and collect from you, and how we use and share this information. You agree to our data practices, including the collection, use, processing, and sharing of your information as described in our Privacy Policy, You acknowledge that the laws, regulations, and standards of the country in which your information is stored or processed may be different from those of your own country.

Before sharing your data, we will take steps designed to ensure that any Third-Party Service provider maintains commercially reasonable data practices for maintaining the confidentiality and security of your data and for preventing unauthorized access to such data. We do not share your data with third parties for their own marketing purposes.

You hereby represent and warrant that your Client Content has not been collected, stored, and transferred to us in violation of any law, regulation, or contractual obligation applicable to you. You shall have sole responsibility for the accuracy, quality, and legality of the Client Content and the means by which you acquired the Client Content. With respect to your Authorized Users and any individuals that interact or engage with Client’s Social Networks (including fans, followers, and other social media audience members), you shall be responsible for establishing the lawfulness of processing under Article 6 of the General Data Protection Regulation 2016/679 (“GDPR”) and complying with all applicable laws related to privacy and data protection in respect of your use of the Platform and Services, your processing of personal data, and any processing instructions you issue to us.

If you are an EU citizen, we would like to inform you that we respect the GDPR. Juphy is the controller of your personal data (i) as a User (in connection with the purchase of Services, registration as an Authorized User) and (ii) as a Visitor to the https://juphy.com website. 

If your use of our Platform and Services includes processing “personal data” that is subject to the GDPR or “personal information” that is subject to the California Consumer Privacy Act (“CCPA”), you must enter into a Data Processing Addendum (“DPA”) with Juphy that is available here. Our Privacy Policy as well as any DPA that you enter into with Juphy forms part of these Terms and applies to the processing of personal data. 

You agree to Juphy’s use of Sub-Processors on the condition that Juphy has executed a contractual agreement with such Sub-Processors in accordance with applicable law. Before the Sub-Processor first processes any of your data Juphy will carry out adequate due diligence checks to ensure that the Sub-Processor is capable of providing the level of protection for the personal data.

Our Services are not intended to hold any Sensitive Information. You represent and warrant that you will not use our Platform and related Services to transmit, upload, collect, manage, or otherwise process any Sensitive Information. WE WILL NOT BE LIABLE FOR ANY DAMAGES THAT MAY RESULT FROM YOUR USE OF OUR PLATFORM AND SERVICES IN TRANSMITTING, COLLECTING, MANAGING, OR PROCESSING ANY SENSITIVE INFORMATION. 

Please review the Privacy Policy for more information about how we collect and use data.

21 – Representations and Warranties

Mutual Representations and Warranties

Each party hereby represents and warrants to the other party that, (i) such party has the necessary power and authority to be bound by these Terms;  (ii) compliance with these Terms and fulfillment of the obligations hereunder do not and will not, to the best of each party’s knowledge, violate  any other agreement to which it is a party;  (iii) no other restriction, limitation or contractual or statutory obligation exists preventing a party from fulfilling its obligations hereunder; and (iv) these Terms constitute a legal, valid and binding obligation when agreed upon by both parties.

Our Representations and Warranties

We hereby represent and warrant that, (i) we will have all necessary rights, licenses, know-how, expertise, and experience needed to operate the Platform and provide the Services hereunder; (ii) are the sole proprietor of the Platform and the Company IP (to the extent permitted in these Terms) on the Platform and have all legal rights, licenses, and authority to provide you with the Platform or the Services as stipulated herein; (iii) the Platform and the Services shall also comply with all relevant legislations and regulations when used by you in accordance with these Terms; (iv) to our knowledge, the Platform does not contain any malicious code or viruses; and (v) we have and will maintain and apply our own industry-standard company policies.

Your Representations and Warranties

You represent and warrant that (i) all information you submit to the Platform or through the Services or shares with Juphy (if any) is true, accurate, current, and complete, (ii) you are the sole owner of all rights, titles, and interests in, or have obtained all necessary rights and licenses from the applicable owner of, any information you submit including User Generated Content shared on Public Forum, and (iii) such information, when used for the purposes in which it is submitted onto Juphy, does not infringe the rights of any third party, including without limitation, Intellectual Property Rights, proprietary rights and rights of publicity/privacy. You will be solely responsible for all information that you submit on or through the Platform or Services or share with Juphy and will use the Platform and Services solely for the permitted purposes as defined by these Terms and shall not interfere with the integrity or performance of the Platform or the Services as articulated by the section of Limitations on Use of the Platform, including our Acceptable Use Policy.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK. THE PLATFORM AND SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. JUPHY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. JUPHY MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF PLATFORM AND THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE PLATFORM, SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM JUPHY, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

The Platform or the Services may become inaccessible, or it may not function properly with Users’ web browser, mobile device, and/or operating system. Juphy cannot be held liable for any perceived or actual damages arising from content, operation, use of or inability to use the Platform or the Services. ALTHOUGH JUPHY ENDEAVORS TO PROVIDE ACCURATE INFORMATION, IT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY OR RELIABILITY OF INFORMATION ON THE PLATFORM.

Prohibition of Disclaimer of Implied Warranties

United States federal law, some states, and other jurisdictions may not allow exclusion and limitation of certain implied warranties. The above exclusions may not apply to Users, falling within the scope of such jurisdiction’s competence. These Terms give User specific legal rights, and User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers and exclusions under these Terms shall not apply to the extent prohibited by applicable laws.

22 – Limitations of Liability

If Juphy’s performance of its obligations under these Terms is prevented or delayed by any act or omission of User or any third party, Juphy shall not be deemed in breach of its obligations under these Terms.

In no event will Juphy, its developers, affiliates or their licensors, service providers, employees, agents, officers, or directors be liable for defects or damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use the Platform, any Service or any other sites/apps linked to it and any content on the Platform (including the Platform Content) or such other sites including any direct, indirect, special, incidental, consequential or punitive damages, and also including but not limited to, personal injury, pain and suffering, emotional distress, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

TO THE EXTENT PERMITTED BY LAW JUPHY IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR ANY MATERIALS ON THE PLATFORM, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND OUR SERVICES.

UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY THIRD-PARTY SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD-PARTY SERVICES, OR ACTIVITIES OF THIRD PARTIES, OR ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET.

WE ARE NOT RESPONSIBLE FOR AND WILL NOT BE LIABLE FOR THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING CLIENT CONTENT, MENTIONS, MESSAGING CONTENT AND ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. WE DO NOT CONTROL OR VET CONTENT AND ARE NOT RESPONSIBLE FOR ANYTHING POSTED, TRANSMITTED, OR SHARED ON OR THROUGH OUR SERVICES.

We are not responsible for any disputes or disagreements between you and any third party you interact with using the Platform and Service.  You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party.  You release Juphy of all claims, demands, and damages in disputes among users of the Platform. You also agree not to involve us in such disputes. Use caution and common sense when using our Service.

This Limitation of Liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or whatsoever, even if Juphy has been advised of the possibility of such damage.

Prohibition of Limitation of Liability 

Some jurisdictions do not allow exclusion or limitation of incidental or consequential damages; therefore, the above limitations or exclusions may not apply to Users falling within the scope of such jurisdictions’ competence. These Terms give User specific legal rights, and User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the Terms shall not apply to the extent prohibited by applicable law.

Maximum Liability

YOU AGREE THAT JUPHY SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF JUPHY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL JUPHY’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEEDS THE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY, WHICHEVER IS HIGHER.

Indemnification

Our Indemnification Obligations

We agree to defend you against any claim, suit or proceeding brought by third parties (the “Claim(s)”) arising from or relating to our violation of a third party’s Intellectual Property Rights directly arising out of your use of the Platform in accordance these Terms and will indemnify and hold you harmless against any damages and costs awarded against you or agreed in settlement by Juphy (including reasonable attorneys’ fees) resulting from such Claim. Juphy shall have no indemnification obligation with respect to any Claims arising out of or related to (i) Client Content, (ii) your violation of any applicable laws, (iii) your violation, whether alleged or actual, of any third party rights, including but not limited to data protection and privacy rights; (iv) your violation of these Terms; (v) your negligence, willful misconduct, or fraud; (vi) your failure to use any enhancements, modifications, or updates to the Platform that have been provided by Juphy; (vii) modifications to the Platform by anyone other than Juphy; or (viii) combinations of the Platform with software, data or materials not provided by Juphy.

Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless Juphy and its affiliates, co-branders, partners, shareholders, employees, agents, representatives, and/or independent contractors (“Juphy Affiliates”), to the maximum extent permitted, from and against all costs, damages, demands, Claims, and losses, including legal expenses resulting from any claim by third parties that (i) User’s use of the Platform, the Platform Content or other material infringement of any rights of the third parties, including without limitation, breach or violation of the Intellectual Property Rights or privacy rights of such third parties; (ii) the information shared with Juphy or submitted via the Platform by User through the Platform or via other the channels dedicated for such use is obscene, defamatory, illegal, unethical, or promotes illegal conduct; (iii) the User has not obtained and/or failed to obtain any necessary permit, license or consent in accordance with these Terms; and (iv) the User breaches (de facto or presumably) any of its representations, warranties, and/or responsibilities under these Terms.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages. Accordingly, some of the above indemnities, limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any warranty or limit our liability, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such law.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

23 – Unlawful Activity and Termination of Access 

Juphy reserves the right to investigate complaints or reported violations of these Terms and to take any action it deems appropriate, including without limitation, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to User’s e-mail address-if applicable-, usage history-if applicable-, IP addresses, and traffic information as explained in our Privacy Policy.

Juphy may terminate these Terms immediately in its sole discretion and without any prior notice or liability against you, or suspend or terminate your use of, or access to the Platform, or delete your account on the Platform, at any time for any reason and under any conditions, including without limitation, if it is reasonably believed in good faith that you have violated or acted inconsistently with these Terms or any applicable law or that you have engaged in conduct that we determine to be inappropriate or unacceptable.

The Company may terminate your account (or any part thereof), your password, or use of the Platform, or remove and discard any information stored, sent, or received via the Platform without prior notice and for any reason, including but not limited to; (i) concurrent access to the Platform with identical login credentials, (ii) permitting another person or entity to use your login credentials to access the Platform or the Services, (iii) any other access or use of the Platform or Services except as expressly provided in these Terms, (iv) any violation of the terms and conditions of these Terms or the rules and regulations relating to the use of, software and/or data files contained in, or accessed through, the Platform (v) tampering with or alteration of any of the software and/or data files contained in, or accessed through, the Platform or the Services.

In case you violate any provision of these Terms, you accept, declare, and undertake that Juphy may terminate or suspend your account and/or access to the Platform and the Services at its sole discretion. In such case, you hereby disclaim and hold Juphy harmless from and against any and all liability resulting from such termination or suspension and accept not to hold Juphy responsible for any claims for compensation, damage, or reimbursement in this regard.

24 – Termination by You

You may terminate these Terms at any time by ceasing to access or use the Platform and/or -if applicable- deleting your account. However, sections of these Terms which by their nature should survive the expiration or termination will remain in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms, as stipulated in the section of “Following Termination”. 

25 – Following Termination

Upon expiry or termination of these Terms for any reason, all rights of the User and any Services shall be terminated instantly.

The clauses “Definitions”, “Disclaimer and Warranties”, “Limitation of Liability”, “Indemnification”, “Unlawful Activity and Termination of Access to the Platform”, “Termination by You”, “Following Termination”, “Governing Law”, “Severability” and “Miscellaneous Provisions”, shall survive expiry or termination of these Terms and all commitments of both parties under these Terms shall cease to be fulfilled.

26 – Governing Law and Dispute Resolution

The validity, interpretation, and performance of these Terms shall be governed in all respects by the laws of the State of Delaware, USA without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. 

You agree that resolution of any dispute or claim arising out of or related to these Terms shall be subject to the exclusive jurisdiction and venue in the courts in the State of Delaware, USA.

27 – Severability

If any part of these Terms is found to be unlawful, void, or otherwise unenforceable, such unlawfulness, invalidity or unenforceability shall extend to such clause only. The unlawfulness, invalidity, or unenforceability of such a clause shall in no way influence or render any other part of these Terms, unlawful, void, or otherwise unenforceable, and generally, shall be reformed, construed, and implemented in such a way that reflects intent of the parties as conveyed in these Terms with its nearest lawful effect.

In any jurisdiction, the fact that any provision of these Terms is held to be unlawful, void, or otherwise unenforceable, shall have no effect on the legality, validity, or enforceability of such provision in other jurisdictions. 

28 – Miscellaneous Provisions

Headings

The headings used in these Terms are for reference reasons only and do not influence understanding and interpretation of these Terms.

Waiver

Juphy’s failure to assert any right or provision under these Terms shall not constitute a waiver of any such or other right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term.

Service Interruption

In order to ensure the utmost possible service level, Juphy reserves the right to interrupt the Platform for maintenance, system update or any other change, through informing the Users appropriately.

We will not be liable for any reason if all or any part of the Platform and/or the Services is unavailable at any time or for any period. From time to time, we may restrict or suspend access to some or all parts of the Platform and/or the Services to the Users.

Within the limits of relevant legislation, Juphy may also decide to suspend or terminate the Services altogether. If the Services are terminated, Juphy will cooperate with Users to enable them to withdraw personal information in accordance with applicable law.

Additionally, the Platform or any Service might not be available due to reasons outside the Juphy’s reasonable control, such as “Force Majeure”. 

Remedies Not Exclusive

Except as expressly stated herein, no remedy is designed to be excluded from any other remedy that is not available under these Terms or in law or in equity.

Non-Exclusivity

These Terms are not exclusive.

No Strict Construction

Where an ambiguity or issue occurs with regards to any clause of these Terms, the Terms shall be construed as if collectively approved by the parties and no presumption or burden of proof shall occur to favor or disadvantage of either party by virtue of the authorship on these Terms.

Assignment

Without prior written approval of Juphy, these Terms or any rights or obligations conferred thereunder may not be transferred and delegated by the Users. Any attempt to grant, without such approval, any rights or responsibilities arising from these Terms shall be null and void ab initio.

Juphy reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms, by taking the Users’ legitimate interests into account. Provisions regarding change of these Terms shall apply accordingly.

Entire Agreement

These Terms, including different other documents referred to as applicable to our Services in these Terms between you and Juphy for your utilization of our Services. Any earlier understanding, statements, or agreements (oral or written) don’t apply, including additional terms that you may present. These Terms is binding on the parties and their permitted successors and assigns.

Force Majeure 

None of the parties shall be responsible for any error or delay in fulfilling any of their corresponding obligations arising from these Terms if a Force Majeure Event prevents them from doing so.

Interpretation

Unless the context requires otherwise, (i) the singular includes the plural and vice versa; (ii) if any act which shall be performed in accordance with these Terms is to be done on a day that is not a business day then the act must be performed on or before the next business day; (iii) a reference to any legislation or law includes all amendments, consolidations or other provisions thereof, (iv) a reference to a natural person shall mean including without limitation a partnership, joint venture, association, government or legal body or legal entity and vice versa shall be interpreted herein.

Language 

Our Terms are written in English. Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version prevails.

Independent Legal Advice

User recognizes and accepts that it has had the chance to read these Terms, agrees with its provisions, and has been given a chance to seek independent legal advice on the Terms’ provisions before acknowledging them.

29 – Contact Information

You may contact us and share your questions, complaints and/or concerns about the Platform or our Services, through support@juphy.com or any other channel dedicated for such use.