Each time you use or cause access to julietlabs.com (this “Site”), you agree to be bound by the following terms and conditions (“Terms of Use”), as same may be amended from time to time with or without notice to you. Please read these Terms of Use carefully before using this Site. Your use of this Site will constitute your agreement to comply with these rules. If you do not agree to these Terms of Use, you should not use this Site.

This Site and services provided to you on and through this Site is on an “AS IS” basis. You agree that the owner of this Site, Juliet Labs LLC, and its affiliates and subsidiaries (collectively, “Juliet,” “we,” “us,” or “our”), exclusively reserves the right and may, at any time and without notice and any liability to you, modify or discontinue this Site and its services or delete the data you provide, whether temporarily or permanently. This Site shall have no responsibility or liability for the timeliness, deletion, failure to store, inaccuracy, or improper delivery of any data or information.

By agreeing to the Terms of Use, you agree to the terms of Juliet’s Privacy Policy, which is expressly incorporated into these Terms of Use. All personal data provided to Juliet as a result of your use of this Site will be handled in accordance with Juliet’s Privacy Policy.

Content

All content and material, including but not limited to, documents; designs; logos; graphics; artwork; images; photographs; audio clips; video clips; databases; text; HTML and other material on this Site, including the selection and arrangement thereof; copyrights; trademarks; service marks; and tradenames (collectively, the “Content”) is the sole property of Juliet, unless otherwise indicated, and is legally protected under U.S. Federal and State, as well as foreign, laws, regulations, and treaties, including applicable copyright, trademark, and other intellectual property laws. Except as otherwise explicitly agreed in writing, the content available on this Site may only be downloaded, displayed, reformatted and printed for your personal, non-commercial use, provided that (a) you do not modify the Content; (b) you retain any and all copyright and other proprietary notices contained in the Content; and (c) you do not copy, post, distribute, or transmit the Content on any other website or via any network computer, or broadcast the Content in any media. You may not reproduce, retransmit, distribute, disseminate, sell, publish, frame, broadcast, or circulate the content available on this Site to anyone, including but not limited to, others in the same company or organization, without Juliet’s express prior written consent.

Certain sections of or pages on this Site may contain separate terms and conditions, which are in addition to these terms and conditions. You should read those additional terms and conditions carefully. By accessing such sections or pages, you agree to be bound by those additional terms and conditions. In the event of a conflict, those additional terms and conditions will govern your use of those sections or pages.

Unauthorized use of this Site and its related systems, including but not limited to, unauthorized entry into Juliet’s systems or misuse of any information therefrom, is strictly prohibited. You may not use this Site in any manner that could damage, disable, overburden, or impair any Juliet site or service or interfere with any other party’s use and enjoyment of any Juliet site or service. You may not attempt to gain unauthorized access to any Juliet site or service, computer systems, or networks connected to any Juliet site or service, through hacking, password mining, or any other means. You agree that you will not engage in any activities related to this Site that are contrary to applicable laws or regulations.

Any applicable software you may download from or access on this Site, including but not limited to, any files, images, or data accompanying the software (collectively, the “Software”) are licensed to you by Juliet for the limited use described herein. Juliet transfers no right, title, or interest in the Software to you. Juliet retains full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, decode, reverse engineer, disassemble, or otherwise reduce the Software to a human perceivable form.

Content You Submit to this Site; Conduct

In using this Site or any service provided hereon, you may have the opportunity to add, create, upload, submit, distribute, post, share, and/or exchange information, data, text, software, or other materials on or through this Site, including but not limited to, any electronic e-mail communication (“User Content”). In doing so, you expressly grant, and represent and warrant that you have the right to grant, to Juliet a non-exclusive, irrevocable, worldwide, transferable, royalty-free, and perpetual license to use, publicly display, publicly perform, reproduce, distribute, sublicense, and create derivative works from your User Content in any manner or through any media now known or later developed, without any payment to you. You further acknowledge and agree that Juliet shall have the right (but not the obligation), in its sole discretion, to pre-screen, edit, refuse, move, or remove any User Content posted to this Site at any time and for any reason, with or without notice.

You agree that you will not use this Site to:

  1. Upload, post, e-mail, or otherwise transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, offensive, libelous, invasive of another’s privacy, hateful, or otherwise objectionable;
  2. Engage in or facilitate harassing conduct aimed at any other person or entity;
  3. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  4. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through or in connection with this Site;
  5. Upload, post, e-mail, or otherwise transmit any User Content that you do not have a right to transmit under any law or contractual or fiduciary relationships (e.g., inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  6. Upload, post, e-mail, or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
  7. Upload, post, e-mail, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation;
  8. Upload, post, e-mail, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
  9. Interfere with or disrupt this Site, or servers or networks connected to this Site, or disobey any requirements, procedures, policies or regulations of networks connected to this Site;
  10. Violate any applicable local, state, national or international law, or any regulations having the force of law; or
  11. Collect or harvest any data about other users.

No Warranty

This Site disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability, or availability of information or material on this Site. Your use of this Site is at your sole risk.

THE CONTENT OF THIS WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. JULIET MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE CONTENT OF THIS SITE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. JULIET FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY: (a) THAT THE CONTENT WILL MEET YOUR SPECIFIC REQUIREMENTS; (b) THAT THE AVAILABILITY OF THIS SITE OR THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS SITE WILL BE ACCURATE OR RELIABLE, (c) REGARDING THE QUALITY OF ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH JULIET OR ANY TRANSACTIONS ENTERED INTO WITH JULIET OR (d) THAT ANY ERRORS IN THIS SITE OR THE CONTENT WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. YOU UNDERSTAND AND AGREE THAT JULIET DOES NOT PROVIDE PROFESSIONAL ADVICE OF ANY KIND AND THAT USE OF ANY INFORMATION OBTAINED ON THIS SITE IS SOLELY AT YOUR OWN RISK AND WITHOUT ANY LIABILITY OF ANY KIND TO THIS SITE. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY JULIET, ITS EMPLOYEES, LICENSEES, OR THE LIKE WILL CREATE A WARRANTY OR GUARANTY, NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL JULIET BE LIABLE FOR ANY DAMAGES, LOSSES, OR EXPENSES OF WHATEVER NATURE AND HOWEVER ARISING, INCLUDING WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, AND LOSSES OR EXPENSES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSS, ARISING IN CONNECTION WITH THIS SITE OR USE THEREOF OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF JULIET, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES. HYPERLINKS TO OTHER INTERNET RESOURCES ARE ACCESSED AT YOUR OWN RISK AND IT IS YOUR RESPONSIBILITY TO TAKE ALL PROTECTIVE MEASURES TO GUARD AGAINST VIRUSES OR OTHER DESTRUCTIVE ELEMENTS. THE CONTENT, ACCURACY, OPINIONS EXPRESSED, AND OTHER LINKS PROVIDED BY THESE RESOURCES ARE NOT ENDORSED BY JULIET. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR ANY OTHER BASIS.

Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in these Terms of Use may not apply to you. In such a case the limitations and exclusions set out in these Terms of Use shall apply to the fullest extent permitted by the laws of such applicable jurisdictions.

Indemnification

You agree to defend, indemnify, and hold harmless Juliet, its subsidiaries, affiliates, officers, directors, agents, partners, employees, and attorneys for any loss, demand, liability, claim, damages, costs, or expenses, including reasonable attorneys’ fees, resulting from any third party claim, action, or demand arising out of or related to (a) your access to and use of this Site; (b) your breach or violation of any term, condition, representation, or warranty contained in these Terms of Use; and (c) your violation of state, federal, or foreign securities laws or regulations or any other person’s rights, including but not limited to, infringement of any intellectual property, proprietary, or privacy right of any third party.

Changes to these Terms and Conditions

Juliet reserves the right, at any time and from time to time, for any reason, in its sole discretion, to change the terms and conditions of these Terms of Use, or to change or discontinue any aspect or feature of this Site, including but not limited to, its content, hours of availability, or the equipment needed for access or use. This Site will notify visitors of the existence and location of the new or revised policy, the sole notice of which shall be posting the new or revised policy on this Site. Any changes to the Terms of Use will be binding and effective immediately upon posting on this Site. Your continued access to and use of this Site shall constitute your acceptance and agreement to be bound by any such changed terms. You should check back frequently and review the terms and conditions of these Terms of Use regularly so that you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with Juliet. No employee, contractor, agent, or representative of Juliet or its subsidiaries or affiliates is authorized to alter or amend these terms and conditions except by means of a written document executed by an authorized officer of Juliet.

Governing Law

These terms and conditions, your rights and obligations, and all actions contemplated by these Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflicts of law provisions. All claims arising out of or relating to these Terms of Use will be litigated exclusively in the federal or state courts of New York County, New York, USA, and all parties consent to personal jurisdiction in those courts with respect to any action.

Regulatory Disclosures

The Content and information contained on this Site is proprietary to Juliet and prepared for informational purposes only. Nothing on this Site or in these Terms of Use should be regarded as a recommendation, advice, offer, or solicitation to buy or sell any product or service; an official confirmation of any transaction; an official valuation; or an official statement of Juliet. Juliet does not endorse or sponsor any particular security or market participant.

Prior to the execution of a purchase or sale of any security or investment, you are advised to consult with your banker, financial advisor, or other relevant professionals (e.g., legal, tax, and/or accounting counsel). Juliet shall not be liable for any investment decisions based upon, or results obtained from, the Content provided on this Site. Nothing contained on this Site is intended or construed to be legal, tax, accounting, or investment advice. It is the responsibility of the individual user to consider his or her legal and regulatory position in the relevant jurisdiction, the risks associated with trading such securities or investments, and to verify that any use of the Content, or subsequent investment decisions, do not contravene any restrictions, applicable laws, or regulations of any jurisdiction.

Miscellaneous

Any failure by Juliet to enforce any provision of these Terms of Use shall not be considered a waiver of the same or any other of Juliet’s rights under these Terms of Use, at law, or in equity.

If any portion of these Terms of Use is held to be unenforceable, then the remaining clauses and provisions will remain in full force and effect. Any and all warranties, provisions, rights, and obligations of the parties herein described and agreed to be performed subsequent to the termination of these Terms of Use shall survive the termination of these Terms of Use.

These Terms of Use, including Juliet’s Privacy Policy and any additional terms and conditions contained on this Site, constitute the entire agreement between you and Juliet, superseding any prior agreements between you and Juliet with regard to your use of this Site. All of Juliet’s rights and obligations under these Terms of Use are freely assignable by Juliet in connection with a merger, acquisition, or sale of Juliet’s assets.

Section titles and headings throughout these Terms of Use are for convenience only and have no legal or contractual effect.

If you have any questions regarding these Terms of Use, please contact us at legal@julietlabs.com.