Terms

Terms

Effective: Jun 15, 2018

These Terms of Service are a contract between you and Juphy, Inc. By using the Services of Juphy on the web or on any other applications that give access to Juphy (desktop or mobile applications), you are bound to agree to the following Terms of Use.

If a user violates any of the terms outlined below, we reserve the right to cancel accounts or bar access to accounts without notice. If you do not agree to these terms, please do not use our Services.

Juphy reserves the right to update and modify the Terms of Use at any time without notice. New features that may be added to the Service shall be subject to the Terms of Use. Should you continue to use the Service after any such modifications have been made, this shall constitute your agreement to such modifications.

The mark JUPHY and the JUPHY LOGO are trademarks of Juphy, Inc.

1 - Account Terms

You must be a human. Accounts registered by “bots” or other automated methods are not permitted.

You must provide your full legal name, a valid email address, and any other required information to complete the sign-up process.

You are responsible for maintaining the privacy and security of your account. Juphy will not be held liable for any damage or loss that may result from your failure to protect your login information, including your password.

One person or legal entity may not maintain more than one free account.

Juphy may communicate with you via email or pushed notifications regarding your account, system updates, or other issues related to your account.

You are responsible for all Content send and activity that occurs under your account (even when Content is send by others to your account).

You may not use Juphy for any illegal or unauthorized purpose. You must not, in the use of Juphy, violate any laws in your jurisdiction (including but not limited to copyright laws).

Your login details may be used up to a maximum of five concurrent sessions.

Juphy may refuse service to anyone for any reason at any time.

2 - Payment and Access

A valid credit card is required for paying accounts.

Free accounts are not required to provide a credit card number.

Should you upgrade or downgrade your premium plan, you will be charged your new billing rate immediately

The Juphy Service is billed in advance in accordance with our pricing schedule and all monthly payments are nonrefundable.

There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

Our company policy is to not extend discounts for a period of more than 12 months.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes. You agree to pay for any such taxes that might be applicable to your use of Juphy and payments made by you herein.

3 - Modifications to the Service and Fees

Juphy reserves the right to modify, suspend, or discontinue the Service at any time for any reason with or without notice.

Juphy reserves the right to change our monthly/annually fees upon 30 days notice from us. Fee change will be notified per email to all our subscribers and will be reflected on the pricing page at Juphy.com/pricing.

Juphy reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service.

4 - Cancellation and Termination

You alone are responsible for properly cancelling your Account. An email or phone request to cancel your Account shall result in cancellation. Any cancellation of your Account will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. This information cannot be recovered from Juphy once your account is cancelled. Please be aware that. You can cancel at any time, but you will remain liable for all charges accrued up to that time, including full monthly charges for the month which you discontinued service. You will not be charged again.

Juphy reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of Your Content in the Service, for any reason, including if Juphy believes that You have violated these Terms of Use.

Juphy will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Your use of Service, may be referred to appropriate law enforcement authorities. Juphy shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.

Juphy or its suppliers own the intellectual property rights to any and all protectable components of the Service, including but not limited to the name of the Service, artwork and end-user interface elements contained within the Service, and many of the individual features. You may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or disassemble any aspect of the Service which Juphy or its suppliers own.

Juphy claims no intellectual property rights over the Content you upload or provide to the Service.

6 - General Conditions

Your use of the Service, including any Content, information or functionality contained within it, is provided “as is” and “as available” with no representations or warranties of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You assume total responsibility and risk for your use of these Service.

You agree not to resell, duplicate, reproduce or exploit any part of the Service without the express written permission of Juphy.

You agree not to export or collect, by any electronic or other means, email addresses or other information of other users of the Service for the purpose of sending emails or other unsolicited correspondence.

You agree not to act in a way that risks damaging, deactivating, or overloading the Service or its infrastructure.

You agree not to distribute anything containing a computer virus or any code, file or software program intended to interrupt, destroy or limit the functionality of the Service or its infrastructure.

Juphy makes no warranties regarding (i) your ability to use the Service, (ii) your satisfaction with the Service, (iii) that the Service will be available at all times, uninterrupted, and error-free (iv), the accuracy of mathematical calculations performed by the Service, and (v) that bugs or errors in the Service will be corrected. Juphy and its affiliates and its sponsors are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages arising out of or relating in any way to your use of the Service. Your sole remedy for dissatisfaction with the Service is to stop using the Service.

To the extent that Juphy processes any personal data that is subject to the General Data Protection Regulation (or GDPR), on your behalf, in the provision of the Services, the terms of the Juphy Data Processing Addendum at Exhibit 1 shall apply.

If any provision of the Terms of Use is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.

Juphy may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use.

The failure of Juphy to exercise any right provided for herein shall not be deemed a waiver of any right hereunder. The Terms of Use sets forth the entire understanding between you and Juphy as to the Service and supersedes any prior agreements between you and Juphy (including, but not limited to, prior versions of the Terms of Use).

Any questions regarding the Terms of Use should be addressed to team@juphy.com

7 - Governing Law

Unless otherwise required by law – and which shall only be applied strictly for its intended purpose, it is expressly agreed that US law shall be the law applicable to these Terms of Use and any litigation between you and Juphy Inc. related to the use of the Juphy Service shall be submitted to the jurisdiction of a competent court in Delaware. These Terms of Service will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of law provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect.

  1. Definitions

1.1. For the purposes of the Addendum:

1.1.1. "Customer Personal Data" means the Personal Data described under Annex 1 of this Addendum, in respect of which the Customer is the Controller;

1.1.2. “Data Protection Legislation” means all applicable legislation relating to data protection and privacy including without limitation the EU Data Protection Directive 95/46/EC and Directive 2002/58/EC and all local laws and regulations which amend or replace any of them, including the GDPR, together with any national implementing laws in any Member State of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated or replaced from time to time;

1.1.3. “GDPR” means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; and

1.1.4. “Personal Data”, “Data Subject”, “Personal Data Breach”, “Process”, “Processor” and “Controller” will each have the meaning given to them in the GDPR.

1.2. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.

  1. Processing of Customer Personal Data

2.1. The parties acknowledge and agree that Customer is the Controller of Customer Personal Data and Juphy is the Processor of that data. Juphy will only Process Customer Personal Data as a Processor on behalf of and in accordance with the Customer’s prior written instructions and for no other purpose. Juphy is hereby instructed to Process Customer Personal Data to the extent necessary to enable Juphy to provide the Services in accordance with the Agreement.

2.2. If Juphy cannot process Customer Personal Data in accordance with Customer’s instructions due to a legal requirement under any applicable European Union or Member State law, Juphy will (i) promptly notify the Customer of such inability, providing a reasonable level of detail as to the instructions with which it cannot comply and the reasons why it cannot comply, to the greatest extent permitted by applicable law; and (ii) cease all Processing of the affected Customer Personal Data (other than merely storing and maintaining the security of the affected Customer Personal Data) until such time as the Customer issues new instructions with which Juphy is able to comply. If this provision is invoked, Juphy will not be liable to the Customer under the Agreement for failure to perform the Services until such time as the Customer issues new instructions. Juphy will immediately inform Customer if, in its opinion, an instruction from Customer infringes the Data Protection Legislation.

2.3 Each of the Customer and Juphy will comply with their respective obligations under the Data Protection Legislation. Customer shall ensure that Customer has informed its data subjects and obtained (or will obtain) all rights and consents (if required by the applicable Data Protection Legislation) to allow Juphy to Process Customer Personal Data to provide the Services in accordance with this Addendum and the Agreement.

2.4. In connection with the performance of the Agreement, Customer authorizes Juphy to transfer Customer Personal Data from the European Economic Area (“EEA”) to the United States. Juphy has certified to the EU-U.S. and Swiss-U.S. Privacy Shield frameworks as administered by the U.S. Department of Commerce and commits to comply with its obligations for the Customer Personal Data transferred under the Privacy Shield throughout the term of this Addendum.

  1. Confidentiality

3.1. Juphy will ensure that any person whom Juphy authorizes to Process Customer Personal Data on its behalf is subject to confidentiality obligations in respect of that Customer Personal Data.

  1. Security Measures

4.1. Juphy will implement appropriate technical and organisational measures to protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data.

4.2. Juphy will, at the Customer’s request and subject to the Customer paying all of Juphy’s fees at prevailing rates, and all expenses, provide the Customer with reasonable assistance as necessary for the fulfilment of the Customer’s obligation to keep Customer Personal Data secure.

  1. Sub-Processing

5.1. Customer authorizes Juphy to appoint sub-Processors to perform specific services on Juphy’s behalf which may require such sub-Processors to Process Customer Personal Data. If Juphy engages a sub-Processor to Process any Customer Personal Data, it will:

inform Customer of any intended changes concerning the addition or replacement of such sub-Processors and Customer will have an opportunity to object to such changes on reasonable grounds within thirty (30) calendar days after being notified. If the parties are unable to resolve such objection, either party may terminate the agreement by providing written notice to the other party; and enter into a binding written agreement with the sub-Processor that imposes on the sub-Processor the same obligations that apply to Juphy under this Addendum. Where any of its sub- Processors fails to fulfil its data protection obligations, Juphy will be liable to the Customer for the performance of its sub-Processors’ obligations.

  1. Data Subject Rights

6.1. Juphy will, at the Customer’s request and subject to the Customer paying all of Juphy’s fees at prevailing rates, and all expenses, provide the Customer with assistance necessary for the fulfilment of the Customer’s obligation to respond to requests for the exercise of Data Subjects’ rights. Juphy shall not respond to such requests without Customer’s prior written consent and written instructions. Customer shall be solely responsible for responding to such requests.

  1. Personal Data Breaches

7.1. Juphy will notify the Customer as soon as practicable after it becomes aware of any of any Personal Data Breach affecting any Customer Personal Data. At the Customer’s request and subject to the Customer paying all of Juphy’s fees at prevailing rates, and all expenses, Juphy will promptly provide the Customer with all reasonable assistance necessary to enable the Customer to notify relevant security breaches to the competent data protection authorities and/or affected Data Subjects, if Customer is required to do so under the GDPR. Customer is solely responsible for complying with data incident notification requirements applicable to Customer and fulfilling any third-party notification obligations related to any data incidents.

  1. Data Protection Impact Assessment; Prior Consultation

8.1. Juphy will, at the Customer’s request and subject to the Customer paying all of Juphy’s fees at prevailing rates, and all expenses, provide the Customer with reasonable assistance to facilitate:

conduction of data protection impact assessments if the Customer is required to do so under the GDPR; and
consultation with data protection authorities, if the Customer is required to engage in consultation under the GDPR,

in each case solely to the extent that such assistance is necessary and relates to the Processing by Juphy of the Customer Personal Data, taking into account the nature of the Processing and the information available to Juphy.

  1. Deletion of Customer Personal Data

9.1. Juphy will return or delete, at Customer’s choice, Customer Personal Data to the Customer after the end of the provision of Services relating to the Processing, and delete existing copies unless the applicable European Union or member state law requires storage of the data.

  1. Information

10.1. Juphy will, at Customer’s request and subject to the Customer paying all of Juphy’s fees at prevailing rates, and all expenses, provide the Customer with all information necessary to enable the Customer to demonstrate compliance with its obligations under the GDPR, and allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, to the extent that such information is within Juphy’s control and Juphy is not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party, and provided that such audits shall be carried out with reasonable notice during regular business hours not more often than once per year.

  1. Liability

11.1. Each party’s liability towards the other party under or in connection with this Addendum will be limited in accordance with the provisions of the Agreement.

11.2. The Customer acknowledges that Juphy is reliant on the Customer for direction as to the extent to which Juphy is entitled to Process Customer Personal Data on behalf of Customer in performance of the Services. Consequently Juphy will not be liable under the Agreement for any claim brought by a Data Subject arising from any action or omission by Juphy, to the extent that such action or omission resulted directly from the Customer’s instructions or from Customer’s failure to comply with its obligations under the applicable data protection law.

  1. General Provisions

12.1. With regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and the Agreement, the provisions of this Addendum shall prevail.