Terms of Service
These Terms of Service (these "Terms") are a binding agreement between Julia AI Inc., a Delaware corporation, with its principal place of business at 19214 Calvert Street, Reseda, California 91335 ("Julia AI," the "Company," "we," "us," or "our"), and the business entity or organization that registers for, accesses, or uses the Services (as defined below) ("Customer," "you," or "your"). These Terms govern Customer's access to and use of Julia, an all-in-one business management platform, and all related products, features, applications, websites (including onjulia.com and app.kliktik.com), tools, and services made available by Julia AI (collectively, the "Services").
1. Acceptance of Terms; Eligibility
1.1 Assent. By clicking a button or checking a box indicating acceptance of these Terms, by executing an order form or online checkout that references these Terms, or by accessing or using the Services, Customer agrees to be bound by these Terms, the Acceptable Use & Messaging Policy, the Privacy Policy, and any other policies expressly incorporated herein by reference (collectively, the "Agreement"). If Customer does not agree to the Agreement, Customer must not access or use the Services.
1.2 Business Use Only. The Services are offered solely for business and professional use. By purchasing or using the Services, Customer represents and agrees that it is acquiring the Services for business purposes and that the transaction is a business-to-business transaction. The Services are not intended for, and may not be used for, personal, family, or household purposes. Consumer-protection laws applicable to consumer transactions do not apply to the Agreement to the extent they may be lawfully disclaimed.
1.3 Authority. The individual accepting these Terms on behalf of Customer represents and warrants that he or she: (a) is at least eighteen (18) years of age; (b) has full legal authority to bind Customer to the Agreement; and (c) has read and understands the Agreement. If the individual does not have such authority, or does not agree with the Agreement, that individual must not accept these Terms and may not use the Services.
1.4 Orders. Where Customer has executed a separate order form, statement of work, or ordering document with Julia AI (an "Order"), the Order is governed by and incorporates these Terms. In the event of a conflict, the order of precedence in Section 21.10 applies.
2. Definitions
2.1 "AI Features" means the artificial-intelligence-powered features of the Services, including the Julia Assistant, AI-generated summaries, drafts, recommendations, insights, and any other feature identified in the Documentation as AI-powered.
2.2 "Authorized User" means an individual employee, contractor, or agent of Customer whom Customer authorizes to access and use the Services under Customer's account, up to any user limits applicable to Customer's Plan.
2.3 "Customer Data" means all data, information, content, records, files, communications, and other materials that Customer or its Authorized Users submit to, upload to, transmit through, or generate within the Services, including information about Customer's own clients, customers, leads, contacts, employees, and end users, but excluding Usage Data (as defined in Section 2.10) and Aggregated Data (as defined in Section 7).
2.4 "Documentation" means the user guides, help articles, technical documentation, and usage policies for the Services made generally available by Julia AI, as updated from time to time.
2.5 "Julia Assistant" means the AI assistant made available within the Services under the name "Julia," including its chat and voice interfaces and its ability to answer questions regarding Customer Data and to take actions within Customer's account as described in Section 8. For the avoidance of doubt, "Julia" as used to describe the assistant refers to a product feature of the Services; the contracting entity is Julia AI Inc.
2.6 "Output" means content, results, records, communications, or other materials generated or produced by the AI Features in response to inputs, instructions, or configurations provided by or on behalf of Customer.
2.7 "Plan" means the subscription tier, edition, usage allotments, and features purchased by Customer, as described at checkout, on Julia AI's pricing page, or in an Order.
2.8 "Platform" means Julia AI's proprietary software-as-a-service platform marketed as "Julia," including its CRM and contact management, jobs and field-service/project management, scheduling and calendar, invoicing and payment facilitation, expense tracking, document generation and electronic signature, email/SMS/voice communications, employee time tracking and location-based workforce features, inventory, reporting, and AI Features.
2.9 "Services" has the meaning given in the preamble and includes the Platform, the Documentation, and any related support services provided by Julia AI.
2.10 "Usage Data" means technical logs, telemetry, diagnostic data, and metadata concerning the performance, operation, and use of the Services.
3. Account Registration; Authorized Users
3.1 Registration. To use the Services, Customer must create an account and provide accurate, current, and complete registration information, and must keep such information up to date. Julia AI may refuse registration or cancel an account in its reasonable discretion, including where registration information is inaccurate or the account is used in violation of the Agreement.
3.2 Credentials. Customer and its Authorized Users are responsible for maintaining the confidentiality and security of all account credentials, including passwords, API keys, and tokens. Customer must notify Julia AI promptly at info@onjulia.com of any suspected or actual unauthorized access to or use of its account. Julia AI is not liable for any loss or damage arising from unauthorized use of Customer's account resulting from Customer's failure to safeguard credentials.
3.3 Responsibility for Authorized Users. Customer may permit Authorized Users to access the Services solely for Customer's internal business purposes. Customer is responsible and liable for all acts and omissions of its Authorized Users and for any other person who accesses the Services using Customer's account or credentials, as if such acts and omissions were Customer's own. Customer shall ensure that all Authorized Users comply with the Agreement.
3.4 Administrative Controls. The Services provide administrative controls that allow Customer to provision, configure permissions for, and deactivate Authorized Users. Customer is solely responsible for its configuration of roles, permissions, and access controls, including permissions governing what actions the AI Features may perform, and for promptly deactivating Authorized Users who are no longer authorized (for example, upon termination of employment).
3.5 Accurate Business Information. Customer represents that all business information it provides in connection with the Services (including legal business name, contact details, and information submitted for messaging or telephony registration) is truthful and accurate, and acknowledges that inaccurate registration information may result in rejection or suspension of communications features by telecommunications carriers or their designated registration bodies.
4. Subscriptions; Fees; Payment; Auto-Renewal
4.1 Plans and Fees. Customer shall pay all fees for the Plan and any add-ons or usage-based services purchased, at the prices in effect at the time of purchase or renewal as stated at checkout, on the pricing page, or in an Order ("Fees"). Except as expressly stated in the Agreement, all Fees are quoted and payable in U.S. dollars.
4.2 Subscription Terms; Automatic Renewal. Subscriptions are offered on a monthly or annual basis (each period, a "Subscription Term"). UNLESS CUSTOMER CANCELS BEFORE THE END OF THE THEN-CURRENT SUBSCRIPTION TERM, EACH SUBSCRIPTION AUTOMATICALLY RENEWS FOR SUCCESSIVE PERIODS EQUAL IN LENGTH TO THE THEN-CURRENT SUBSCRIPTION TERM, AND CUSTOMER'S PAYMENT METHOD ON FILE WILL BE CHARGED THE THEN-CURRENT FEES AT THE START OF EACH RENEWAL TERM. The renewal price, renewal term length, billing frequency, and cancellation method are disclosed at checkout before Customer completes its purchase.
4.3 Consent to Recurring Charges. At checkout, Customer affirmatively consents to recurring charges to its designated payment method, in the amount and at the frequency disclosed at checkout, until Customer cancels, through a separate, unambiguous action (such as checking a box or clicking a clearly labeled button) distinct from the general acceptance of these Terms. Julia AI will send Customer an acknowledgment (by email or in-app message) confirming the subscription, its automatic-renewal terms, and instructions for cancellation.
4.4 Cancellation; Click-to-Quit. Customer may cancel a subscription at any time through the account settings within the Services, using an online cancellation mechanism that is at least as easy to use as the method by which Customer subscribed, or by emailing info@onjulia.com. Cancellation takes effect as non-renewal at the end of the then-current Subscription Term; Customer retains access to the paid Services through the end of that term. Cancellation does not entitle Customer to any refund or credit for the remainder of the current term.
4.5 Annual Renewal Reminders. For annual Plans, Julia AI will send Customer a reminder of the upcoming renewal, including the renewal price and cancellation instructions, within the time period required by applicable law before each annual renewal.
4.6 Non-Refundability; Full-Term Commitment. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT OR REQUIRED BY APPLICABLE LAW, ALL FEES ARE NON-REFUNDABLE AND NON-CREDITABLE, AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIAL PERIODS, UNUSED SERVICES, OR DOWNGRADES. An annual Plan billed in monthly installments is a commitment to pay for the full annual Subscription Term; cancellation of an annual Plan billed monthly does not relieve Customer of the obligation to pay the remaining monthly installments for that annual term, and Julia AI may, at its election, accelerate and charge the remaining balance upon cancellation or payment default.
4.7 Usage-Based Fees. Certain features (including SMS and voice communications, telephony numbers, and AI usage beyond included allotments) may be subject to usage-based or metered fees as described on the pricing page or in an Order. Usage-based fees are calculated based on Julia AI's measurements of Customer's actual usage and are charged as incurred (or on the next invoice), in addition to subscription Fees. Carrier surcharges, pass-through fees, and registration fees associated with Customer's messaging or telephony traffic may also be charged to Customer as described in Section 9.
4.8 Price Changes. Julia AI may change the Fees for any Plan or usage-based service. Price changes to an existing subscription take effect at the start of the next Subscription Term, and Julia AI will provide Customer at least thirty (30) days' advance notice (by email or in-app notice) before any such increase takes effect. Customer's continued use of the Services into the renewal term after such notice constitutes acceptance of the new Fees; Customer's remedy if it does not agree is to cancel before renewal under Section 4.4.
4.9 Free Trials. If Julia AI offers Customer a free trial: (a) the trial's duration and terms will be disclosed at sign-up; (b) UNLESS CUSTOMER CANCELS BEFORE THE END OF THE TRIAL PERIOD, THE TRIAL WILL AUTOMATICALLY CONVERT TO A PAID SUBSCRIPTION AND CUSTOMER'S PAYMENT METHOD WILL BE CHARGED THE FEES DISCLOSED AT SIGN-UP; (c) the Services during the trial are provided "AS IS," without any warranty, support commitment, or service level, and Sections 17 and 19 apply fully; and (d) if Customer does not purchase a subscription, Julia AI may delete Customer Data submitted during the trial after the trial ends, and Customer is responsible for exporting any data it wishes to keep before the trial expires.
4.10 Taxes. Fees are exclusive of all taxes, levies, duties, and similar governmental assessments, including sales, use, value-added, and withholding taxes (collectively, "Taxes"). Customer is responsible for all Taxes associated with its purchases, excluding taxes based on Julia AI's net income. If Julia AI is required to collect Taxes, they will be added to Customer's invoice unless Customer provides a valid exemption certificate.
4.11 Late Payment; Suspension for Non-Payment. Any amount not paid when due may accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. If any amount owed by Customer is overdue, Julia AI may, after providing notice of non-payment and a reasonable opportunity to cure, suspend Customer's access to the Services (in whole or in part) until all overdue amounts are paid. Julia AI may also recover its reasonable costs of collection, including attorneys' fees. Suspension does not relieve Customer of its payment obligations.
4.12 Billing Disputes. Customer must notify Julia AI of any good-faith billing dispute within sixty (60) days of the date of the applicable charge; undisputed amounts remain payable when due.
5. License Grant; Restrictions
5.1 License to Customer. Subject to the Agreement and Customer's payment of all applicable Fees, Julia AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, to access and use the Services, solely for Customer's internal business purposes, through the number of Authorized Users and within the usage limits of Customer's Plan, and in accordance with the Documentation.
5.2 Restrictions. Customer shall not, and shall not permit any Authorized User or third party to: (a) copy, modify, translate, adapt, or create derivative works of the Services or any part thereof; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to the source code, object code, underlying structure, models, algorithms, or system prompts of the Services, except to the limited extent such restriction is prohibited by applicable law; (c) rent, lease, lend, sell, sublicense, resell, distribute, or otherwise make the Services available to any third party, or use the Services on a service-bureau, timesharing, or outsourcing basis, or otherwise for the benefit of anyone other than Customer; (d) use the Services, or any information obtained from the Services, to develop, train, improve, or market a product or service that competes with the Services; (e) access the Services by means of automated scripts, bots, crawlers, or scrapers, or extract data from the Services in bulk except through interfaces made available for that purpose; (f) perform or publicly disclose any benchmark, performance, availability, or vulnerability test of the Services without Julia AI's prior written consent; (g) circumvent, disable, or interfere with any security, rate-limiting, opt-out processing, or access-control feature of the Services; (h) use the Services to store or transmit malicious code, or in a manner that interferes with or disrupts the integrity or performance of the Services or the data of other customers; (i) use the Services in violation of applicable law or the rights of any third party; or (j) use the Services in violation of the Acceptable Use & Messaging Policy, which is incorporated into these Terms by reference and which governs, among other things, prohibited content and conduct, messaging consent and content requirements, and telephony use.
5.3 Reservation. Julia AI reserves all rights not expressly granted in the Agreement. No rights are granted by implication, estoppel, or otherwise.
6. Customer Data
6.1 Ownership. As between Customer and Julia AI, Customer owns and retains all right, title, and interest in and to Customer Data. Except for the limited license in Section 6.2 and Julia AI's rights in Aggregated Data under Section 7, nothing in the Agreement transfers any ownership of Customer Data to Julia AI.
6.2 License to Julia AI. Customer grants Julia AI a limited, non-exclusive, worldwide, royalty-free license, during the Subscription Term and any post-termination retention period described in Section 16, to host, store, copy, process, transmit, display, and otherwise use Customer Data solely as necessary to: (a) provide, maintain, and operate the Services for Customer; (b) secure and protect the Services and prevent or address fraud, abuse, security, or technical issues; (c) provide customer support; (d) improve the Services (subject to the AI training limitations in Section 8.7); and (e) comply with applicable law or valid legal process.
6.3 Customer Responsibility for Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, and appropriateness of Customer Data and for the means by which Customer acquired it. Customer represents and warrants that: (a) it has all rights, permissions, and consents necessary to submit Customer Data to the Services and to grant the license in Section 6.2; (b) with respect to personal data of Customer's own clients, customers, contacts, employees, and end users contained in Customer Data, Customer has a lawful basis for the collection and processing of such data, has provided all legally required notices, and has obtained all legally required consents (including, where applicable, consents for marketing communications, call recording, and time-tracking or monitoring of employees); and (c) Customer Data does not and will not infringe, misappropriate, or violate any intellectual-property, privacy, publicity, or other right of any person, or any applicable law.
6.4 Service Provider / Processor Role. With respect to personal data of Customer's end users contained in Customer Data, the parties acknowledge that Customer is the controller (or "business") and Julia AI acts as a service provider or processor acting on Customer's documented instructions as set forth in the Agreement. Where required by applicable data-protection law, the parties' respective obligations are further set forth in Julia AI's Data Processing Addendum (the "DPA"), which is incorporated into the Agreement by reference to the extent applicable.
6.5 No Sensitive Data. Unless expressly permitted in the Documentation or an Order, Customer shall not submit to the Services: protected health information subject to a healthcare-privacy law requiring a business-associate or equivalent agreement (absent such an agreement with Julia AI); payment-card primary account numbers outside of payment fields provided for that purpose; government-issued identification numbers; or other special categories of sensitive data. Julia AI has no liability for sensitive data submitted in violation of this Section.
6.6 Backups; Loss. Julia AI performs routine backups as part of operating the Services but the Services are not a system of record or archival service. Customer is responsible for maintaining independent copies of Customer Data that is critical to its business.
6.7 Workforce Location and Monitoring Features. The Services may include features that collect or process the location of Customer's employees, contractors, and other personnel, including mobile check-in/check-out, geofencing of job sites, field-personnel location, route or visit tracking, and time-clock verification (collectively, "Location Features"). (a) Location Features operate only if and to the extent enabled and configured by Customer, which controls which personnel, devices, and features are subject to location collection and the settings governing when collection occurs. (b) Customer is solely responsible for its decision to monitor its personnel and for compliance with all laws applicable to employee monitoring and location tracking, including providing all legally required written notices and disclosures and obtaining all legally required consents prior to enabling Location Features (including under state electronic-monitoring notice laws); refraining from tracking any personal vehicle or personal device without the consent required by applicable law; limiting collection to periods and purposes permitted by applicable law; and honoring any applicable rights of personnel with respect to such data. Julia AI does not provide legal advice regarding, and does not review, Customer's monitoring practices. (c) Location data of Customer's personnel collected through Location Features is Customer Data, owned by Customer under Section 6.1 and processed by Julia AI as a service provider/processor on Customer's instructions under Section 6.4 and the DPA. (d) Location determinations depend on device hardware, operating-system permissions, network conditions, and third-party positioning services, and may be inaccurate, delayed, or unavailable. Location Features are not a safety, lone-worker, or emergency-response system, and Customer shall not rely on them as such.
7. Aggregated and De-Identified Data
Julia AI owns all Usage Data and all aggregated, anonymized, de-identified, or statistical data derived from the operation or use of the Services (collectively, "Aggregated Data"), and may use Aggregated Data for any lawful business purpose, including to operate, analyze, improve, and market the Services, provided that Aggregated Data does not identify, and could not reasonably be used to identify, Customer, any Authorized User, or any individual. Julia AI will not re-identify, and will not permit any third party to re-identify, Aggregated Data.
8. AI Features (the Julia Assistant)
8.1 Description; Probabilistic Nature. The Services include AI Features, including the Julia Assistant, that use artificial-intelligence and machine-learning systems, including large language models provided in part by third-party AI service providers. AI systems are probabilistic in nature: given the same or similar inputs, they may produce different results, and they may produce Output that is inaccurate, incomplete, outdated, biased, misleading, or offensive, or that does not reflect Customer's actual business data. Output is generated automatically and is not reviewed by Julia AI prior to delivery to Customer.
8.2 Customer Review of Output; No Professional Advice. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ALL OUTPUT (INCLUDING FIGURES, SUMMARIES, DRAFTS, RECOMMENDATIONS, AND ANSWERS ABOUT CUSTOMER'S BUSINESS DATA) BEFORE RELYING ON OR USING IT. Output is provided for informational and operational convenience only and does not constitute legal, tax, accounting, financial, medical, or other professional advice. Customer should consult qualified professionals before acting on any Output that could have legal, financial, or safety consequences.
8.3 AI Actions; Customer Authorization and Oversight. The Julia Assistant can, when directed or configured by Customer, execute actions within Customer's account, including creating, updating, and deleting records; sending emails and text messages; scheduling; and running bulk operations (collectively, "AI Actions"). (a) Authorization. Customer expressly authorizes the Julia Assistant to execute AI Actions within Customer's account based on the instructions, prompts, permissions, and configurations provided by Customer and its Authorized Users. AI Actions taken pursuant to such instructions and configurations are deemed to be taken by, and are attributable to, Customer. (b) No Pre-Execution Review by Julia AI. Julia AI does not independently review, approve, or verify individual AI Actions before they are executed. Confirmation prompts, previews, permission settings, and similar controls offered within the Services are conveniences and do not shift responsibility for AI Actions to Julia AI. (c) Customer Safeguards. CUSTOMER IS SOLELY RESPONSIBLE FOR IMPLEMENTING INTERNAL SAFEGUARDS, PERMISSIONS, REVIEW PROCEDURES, AND HUMAN OVERSIGHT SUFFICIENT FOR CUSTOMER'S USE OF THE AI FEATURES, including appropriate limits on which Authorized Users may direct AI Actions, review of bulk operations before execution, and verification of AI-drafted communications before or after sending, as appropriate to the risk involved. (d) AI-Initiated Communications. All emails, text messages, voice communications, and other communications initiated, drafted, or sent through the AI Features are deemed sent by Customer. All of Customer's obligations under Section 9 and the Acceptable Use & Messaging Policy (including obtaining all consents required under telemarketing and communications laws, honoring opt-outs, and complying with content and sending requirements) apply equally to communications initiated via the AI Features.
8.4 Output Non-Uniqueness. Due to the nature of AI systems, Output is not unique. The AI Features may generate the same or similar output for other customers or third parties, and Customer acquires no exclusivity in any Output.
8.5 Output Ownership; Responsibility. As between the parties, Customer owns Output to the extent it consists of Customer Data, and, to the extent Julia AI holds any right, title, or interest in other Output generated for Customer, Julia AI assigns such interest to Customer, subject to Julia AI's ownership of the Services, the AI Features, and all underlying models, software, and technology. Customer is solely responsible for its use, publication, and distribution of Output, including ensuring that such use complies with applicable law and does not infringe third-party rights.
8.6 AI Feature Restrictions. In addition to Section 5.2, Customer shall not, and shall not permit anyone to: (a) use the AI Features or Output to develop, train, fine-tune, or improve any machine-learning or AI model or any product or service that competes with the Services; (b) attempt to extract, discover, or reconstruct system prompts, model weights, training data, or other non-public information about the models or systems underlying the AI Features, including through prompt-injection or jailbreaking techniques; (c) represent Output as human-generated where such representation is prohibited by applicable law, or remove or obscure AI-disclosure notices where disclosure is required; (d) submit data or inputs to the AI Features in violation of applicable law or third-party rights; or (e) use the AI Features for any high-risk purpose for which the Documentation states the AI Features are not intended, or where an error could result in death, personal injury, or significant property or environmental damage.
8.7 Training Commitment. Julia AI will not use Customer Data to train, fine-tune, or otherwise improve AI or machine-learning models for the benefit of any third party. Julia AI contractually requires its third-party AI service providers not to use Customer Data submitted through the Services to train or improve their models. For clarity, this Section does not restrict Julia AI's use of Aggregated Data under Section 7 or its use of Customer Data to provide and secure the Services for Customer under Section 6.2.
8.8 AI Transparency. The Julia Assistant is an artificial-intelligence system and is designed to identify itself as such when interacting with individuals. Customer shall not configure, instruct, or use the Julia Assistant or any AI Feature to misrepresent AI-generated communications as human-generated, or to conceal the involvement of an automated system, in any circumstance where disclosure is required by applicable law (including laws governing bots, automated calls, and AI-generated communications).
8.9 Availability; Changes; Limits. The AI Features are dynamic. Julia AI may modify, update, add, suspend, limit, or discontinue any AI Feature (in whole or in part) at any time, including changing the underlying models or providers, and may impose or adjust usage limits, rate limits, or fair-use thresholds for the AI Features. Julia AI will use commercially reasonable efforts to avoid material degradation of core AI Feature functionality during a paid Subscription Term, but AI Features are provided subject to the disclaimers in Section 17.
9. Communications Services (Email, SMS, Voice)
9.1 Customer Control and Responsibility. The Services enable Customer to send emails, SMS/text messages, and voice communications, and to place and receive calls, to and from Customer's own clients and contacts. Customer controls the content, timing, recipients, and frequency of all communications sent through the Services (including communications initiated through the AI Features and automations configured by Customer), and all such communications are deemed sent by Customer, not by Julia AI.
9.2 Legal Compliance. Customer is solely responsible for ensuring that its communications and its use of the communications features comply with all applicable laws and regulations, including the Telephone Consumer Protection Act (TCPA) and its regulations, the CAN-SPAM Act, state telemarketing, mini-TCPA, and do-not-call laws, state and federal call-recording and wiretap laws (including obtaining any legally required consent of all parties before recording calls or meetings; recording features are provided as a capability only, and Customer decides whether and when to record), and data-protection laws; this obligation includes, without limitation, obtaining and maintaining records of, all legally required consents from recipients before sending marketing or automated communications.
9.3 Industry Requirements; A2P Registration. Customer's messaging traffic is subject to industry requirements and codes of conduct, including the CTIA Messaging Principles and Best Practices and application-to-person (A2P) registration, brand and campaign vetting, and content requirements imposed by telecommunications carriers and their designated registration bodies. Customer shall provide accurate registration information, use messaging only for the use cases registered, and comply with all applicable carrier requirements. Carriers may block, filter, or delay messages in their discretion, and neither Julia AI nor any carrier guarantees delivery of any message or call.
9.4 Platform-Provisioned Numbers. Phone numbers provisioned through the Services are made available for Customer's use during the Subscription Term but remain subject to the requirements of telecommunications carriers and applicable regulators. Numbers may be suspended, reclaimed, or reassigned for abuse, fraud, non-use, non-payment, carrier or regulatory requirement, or violation of the Agreement. Customer acquires no property right in any platform-provisioned number.
9.5 Opt-Out Processing. The Services automatically process standard opt-out requests (such as "STOP" replies) and maintain suppression of opted-out recipients. Customer shall not circumvent, disable, or interfere with opt-out processing or message any recipient who has opted out, through any channel where such messaging is prohibited.
9.6 Pass-Through Fees and Penalties. Carrier surcharges, pass-through fees, registration fees, and any fines or penalties imposed by carriers, registration bodies, or regulators that are attributable to Customer's traffic, content, or registration information may be passed through to and payable by Customer.
9.7 Acceptable Use & Messaging Policy. Customer's complete obligations regarding communications (including prohibited content and use cases, consent standards, sender identification, and volume practices) are set forth in the Acceptable Use & Messaging Policy, incorporated by reference. Julia AI may suspend or throttle Customer's communications features immediately, with or without notice, to address suspected violations, carrier demands, or risks to the Services or other customers.
9.8 No Emergency Services. The Services are not intended to support or carry emergency calls to 911 or any other emergency service, and Customer shall not rely on the Services for emergency communications.
10. Electronic Signature Features
10.1 Facilitation Only. The Services include features for generating documents and facilitating their execution by electronic signature between Customer and its own clients and counterparties. Julia AI provides these features as a neutral technology facilitator. Julia AI is not a party to any document executed through the Services, makes no representation regarding the validity or enforceability of any particular document, and does not provide legal advice.
10.2 Customer Responsibilities. Customer is solely responsible for: (a) the content, legality, accuracy, and enforceability of its documents and the transactions they memorialize; (b) determining whether electronic signatures are legally effective for a given document and jurisdiction; (c) presenting to signers, and not bypassing, disabling, or altering, the consumer-consent and disclosure flow presented by the platform (including any consent to conduct business electronically; see the Electronic Records & Signature Disclosure); and (d) retaining executed documents and associated records as required by law.
10.3 Excluded Document Types. Customer shall not use the electronic-signature features for documents or transactions for which electronic signatures or electronic records are commonly excluded or restricted by law, including: wills, codicils, and testamentary trusts; documents relating to adoption, divorce, or other family-law matters; court orders, notices, and official court documents; notices of default, acceleration, repossession, foreclosure, or eviction, or of the right to cure, relating to a primary residence; notices of cancellation or termination of utility services; notices of cancellation or termination of health or life insurance benefits; product recall or material-failure safety notices; and documents required to accompany the transportation or handling of hazardous materials, pesticides, or other toxic or dangerous materials.
11. Payments Facilitation
11.1 Third-Party Processing. Invoicing and payment features of the Services enable Customer to bill its clients and to accept payments processed by third-party payment processors. Julia AI is not a bank, money transmitter, money services business, or payment processor, and is not a party to any payment transaction between Customer and its clients. Funds are processed, held, and settled by third-party payment processors, not by Julia AI.
11.2 Processor Terms. Customer's use of payment features may require Customer to accept and comply with the terms, onboarding requirements, and underwriting decisions of the applicable third-party payment processor, and such processor's terms govern the processing relationship. Julia AI is not responsible for the acts, omissions, availability, or decisions of any payment processor, including holds, reserves, reversals, or account terminations.
11.3 Customer Responsibilities. Customer is solely responsible for: (a) the accuracy of its invoices, amounts, and payment terms; (b) the proper tax treatment, collection, and remittance of taxes on its own sales; (c) chargebacks, refunds, reversals, and disputes initiated by its clients, and all associated fees; and (d) complying with applicable payment-network rules and financial regulations applicable to Customer's acceptance of payments.
12. Third-Party Services and Integrations
The Services may interoperate with third-party products, services, and integrations that Customer elects to connect (each, a "Third-Party Service"). By enabling an integration, Customer authorizes Julia AI to exchange Customer Data with that Third-Party Service as necessary to provide the integration. Customer's use of a Third-Party Service is governed solely by the terms and privacy practices of its provider, and Customer is responsible for reviewing and complying with them. Julia AI does not control and is not responsible for Third-Party Services, their availability, their security, or their treatment of Customer Data, and may suspend or discontinue any integration if the Third-Party Service changes or becomes unavailable. Third-Party Services are not "Services" under the Agreement.
13. Julia AI Intellectual Property; Feedback
13.1 Julia AI Ownership. Julia AI and its licensors own and retain all right, title, and interest in and to the Services, the Platform, the AI Features, the Documentation, and all software, models, algorithms, interfaces, designs, trademarks (including "Julia AI" and "Julia"), trade dress, and technology used to provide the Services, including all improvements, modifications, and derivative works thereof and all intellectual-property rights therein. Customer's rights in the Services are limited to the license expressly granted in Section 5.1.
13.2 Feedback. If Customer or any Authorized User provides suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), Customer grants Julia AI a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, and otherwise exploit the Feedback for any purpose, without restriction or obligation to Customer. Feedback is provided voluntarily and does not constitute Customer Confidential Information.
14. Confidentiality
14.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with the Agreement that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Julia AI's Confidential Information includes the non-public elements of the Services, pricing, and product roadmaps; Customer's Confidential Information includes Customer Data.
14.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach by the Recipient; (b) was known to the Recipient without restriction before disclosure by the Discloser; (c) is received from a third party without breach of any obligation; or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information.
14.3 Obligations. The Recipient shall: (a) use the Discloser's Confidential Information only to exercise its rights and perform its obligations under the Agreement; (b) protect it using at least the same degree of care it uses for its own similar information, and no less than reasonable care; and (c) not disclose it to any third party except to its employees, contractors, advisors, and service providers who need to know it for purposes of the Agreement and who are bound by confidentiality obligations at least as protective as this Section 14.
14.4 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, or valid legal process, provided that (where legally permitted) it gives the Discloser prompt notice and reasonable cooperation to seek protective treatment.
14.5 Injunctive Relief. Each party acknowledges that a breach of this Section 14 may cause irreparable harm for which monetary damages are inadequate, and the Discloser is entitled to seek injunctive and other equitable relief, in addition to all other remedies, without the requirement of posting a bond.
14.6 Duration. The obligations in this Section 14 survive termination of the Agreement for three (3) years, except with respect to trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.
15. Beta and Pre-Release Features
Julia AI may make available features identified as alpha, beta, preview, early access, pilot, or similar ("Beta Features"). Beta Features: (a) are provided "AS IS" and "AS AVAILABLE," without any warranty, support commitment, or service level of any kind; (b) may be changed, suspended, or discontinued at any time without notice; (c) may contain bugs or errors and may never be made generally available; and (d) are excluded from any uptime or support commitments. Customer's use of Beta Features is at its own risk, and Julia AI's aggregate liability arising out of Beta Features shall not exceed one hundred dollars (US $100). Customer's feedback on Beta Features is subject to Section 13.2. Julia AI may require additional terms for particular Beta Features.
16. Term; Termination; Suspension; Effect of Termination
16.1 Term. The Agreement commences on the date Customer first accepts it and continues for as long as any Subscription Term is in effect, unless earlier terminated as permitted herein.
16.2 Termination for Cause. Either party may terminate the Agreement (and all Orders) if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach. Julia AI may terminate the Agreement immediately upon notice, without a cure period, if: (a) Customer's breach involves a violation of the Acceptable Use & Messaging Policy or Section 5.2 or 8.6; (b) Customer's use of the Services creates a risk of harm to the Services, other customers, carriers, or any third party; (c) Customer becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding not dismissed within sixty (60) days; or (d) Customer's breach is by its nature incapable of cure.
16.3 Suspension. In addition to its other rights, Julia AI may suspend or limit Customer's access to all or part of the Services (including communications and AI Features) immediately, with notice where practicable, if: (a) required by law, a carrier, or a payment processor; (b) Julia AI reasonably believes Customer's use violates the Agreement, threatens the security, integrity, or availability of the Services, or exposes Julia AI or any third party to liability; or (c) amounts owed by Customer are overdue as described in Section 4.11. Julia AI will restore access promptly once the grounds for suspension are resolved. Suspension does not relieve Customer of its obligation to pay Fees.
16.4 Effect of Termination. Upon expiration or termination of the Agreement: (a) all licenses and access rights granted to Customer terminate and Customer shall cease all use of the Services; (b) all Fees accrued or payable through the effective date of termination (including, for annual Plans billed monthly, the remaining installments of the committed annual term where termination results from Customer's uncured breach or Customer's cancellation under Section 4.6) become immediately due and payable; and (c) each party shall return or destroy the other party's Confidential Information upon request, except as retained under Section 16.5 or as required by law.
16.5 Data Export; Deletion. For sixty (60) days following expiration or termination of the Agreement (the "Export Window"), Julia AI will, upon Customer's request, make Customer Data available for export through the Services or in a commonly used machine-readable format. After the Export Window, Julia AI has no obligation to retain Customer Data and may delete or de-identify it in accordance with Julia AI's standard data-retention practices, except to the extent retention is required by law or reasonably necessary for legal, security, or billing purposes. During any period of suspension for non-payment, Julia AI may condition export assistance on payment of undisputed overdue amounts.
16.6 Survival. Sections 2, 4 (with respect to accrued obligations), 5.2, 5.3, 6.1, 6.3, 7, 8.4–8.7, 9.6 (with respect to accrued amounts), 10, 11.3, 13, 14, 15 (with respect to its disclaimer and liability cap), 16.4–16.6, 17, 18, 19, 20, and 21 survive expiration or termination of the Agreement.
17. Warranty Disclaimer
17.2 WITHOUT LIMITING THE FOREGOING, JULIA AI DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED; (B) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS; (C) ANY DATA, REPORT, OR RESULT PROVIDED THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE; (D) ANY EMAIL, SMS, OR VOICE COMMUNICATION WILL BE DELIVERED; OR (E) THE AI FEATURES OR ANY OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, LAWFUL FOR CUSTOMER'S INTENDED USE, OR FREE OF ERRORS, OMISSIONS, OR OFFENSIVE CONTENT. CUSTOMER ACKNOWLEDGES THAT AI SYSTEMS ARE PROBABILISTIC AND THAT OUTPUT AND AI ACTIONS MAY BE INCORRECT, AND THAT CUSTOMER'S SOLE SAFEGUARD IS ITS OWN REVIEW AND OVERSIGHT AS DESCRIBED IN SECTION 8.
17.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM JULIA AI, THE SERVICES, OR THE JULIA ASSISTANT CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER TO THAT EXTENT.
18. Indemnification
18.1 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Julia AI and its affiliates, and their respective officers, directors, employees, and agents (the "Julia AI Indemnitees"), from and against any and all third-party claims, actions, demands, investigations, and proceedings, and all resulting damages, penalties, fines, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) Customer Data, including any claim that Customer Data, or Julia AI's authorized use of it, infringes or violates any third-party right or applicable law; (b) Customer's violation of applicable law, including communications, telemarketing, call-recording, anti-spam, consumer-protection, employment, and data-protection laws (including any claim under the TCPA or a state telemarketing law relating to communications sent by or on behalf of Customer through the Services); (c) Customer's use of the AI Features, AI Actions, or Output in violation of the Agreement or applicable law, or Customer's failure to review Output or implement safeguards as described in Section 8; (d) Customer's products, services, and business operations, and any dispute between Customer and its own clients, customers, contractors, or end users (including disputes concerning documents signed, invoices issued, or payments made through the Services); and (e) Taxes for which Customer is responsible under the Agreement.
18.2 Indemnification by Julia AI. Julia AI shall defend Customer against any third-party claim alleging that the Services, as provided by Julia AI and used in accordance with the Agreement, infringe a United States patent, copyright, or trademark, or misappropriate a trade secret, of a third party, and shall indemnify Customer against the damages, costs, and expenses (including reasonable attorneys' fees) finally awarded against Customer by a court of competent jurisdiction or agreed in a settlement approved by Julia AI in respect of such claim.
18.3 Remedies for Infringement. If the Services become, or in Julia AI's opinion are likely to become, the subject of an infringement claim, Julia AI may, at its option and expense: (a) procure the right for Customer to continue using the Services; (b) modify or replace the affected component so that it is non-infringing without material loss of functionality; or (c) if neither option is commercially reasonable, terminate the affected subscription and refund any prepaid, unused Fees for the terminated portion of the Subscription Term.
18.4 Exclusions. Julia AI's obligations under Sections 18.2 and 18.3 do not apply to claims arising from: (a) Customer Data or Output; (b) Third-Party Services or their combination with the Services; (c) combination of the Services with products, services, data, or processes not provided by Julia AI, where the claim would not have arisen but for the combination; (d) modification of the Services by anyone other than Julia AI; (e) use of the Services in violation of the Agreement, the Documentation, or applicable law, or after Julia AI notified Customer to cease use due to a claim; or (f) use of a superseded version of the Services where the claim would have been avoided by using a current version made available to Customer. THIS SECTION 18 STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND JULIA AI'S ENTIRE LIABILITY, FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION RELATING TO THE SERVICES.
18.5 Procedure. The indemnified party shall: (a) promptly notify the indemnifying party in writing of the claim (except that delayed notice relieves the indemnifying party only to the extent it is prejudiced); (b) grant the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle a claim in a manner that imposes liability or admission on the indemnified party without its consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense with counsel of its choosing at its own expense.
19. Limitation of Liability
19.3 EXCLUSIONS. THE LIMITATIONS IN SECTIONS 19.1 AND 19.2 DO NOT APPLY TO: (A) CUSTOMER'S OBLIGATIONS TO PAY FEES AND OTHER AMOUNTS DUE UNDER THE AGREEMENT; OR (B) CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 18.1.
19.4 ALLOCATION OF RISK. THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION 19 REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN SOPHISTICATED BUSINESS PARTIES, FORM AN ESSENTIAL BASIS OF THE BARGAIN, AND WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER TO THAT EXTENT.
20. Governing Law; Dispute Resolution; Binding Arbitration; Class Action Waiver
20.1 Governing Law. The Agreement, and any dispute arising out of or relating to it or the Services, is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20.2 Informal Resolution First. Before initiating arbitration, the party asserting a dispute shall first send the other party a written notice describing the dispute and the relief sought (to Julia AI at info@onjulia.com; to Customer at its account email). The parties shall attempt in good faith to resolve the dispute informally for at least thirty (30) days after the notice is received. If the dispute is not resolved within that period, either party may commence arbitration as provided below.
20.3 Agreement to Arbitrate. PLEASE READ THIS SECTION CAREFULLY: IT REQUIRES THE PARTIES TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH EACH PARTY CAN SEEK RELIEF. Except as provided in Sections 20.5 (Small Claims) and 20.6 (IP Injunctive Relief), any dispute, claim, or controversy arising out of or relating to the Agreement or the Services (including its formation, interpretation, breach, termination, or validity) will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, before a single arbitrator. The arbitration will be conducted in English. The seat of arbitration, and the venue for any in-person proceedings, will be Los Angeles, California, provided that either party may appear by videoconference and the arbitrator may conduct proceedings remotely. Any mediation between the parties will likewise be conducted in Los Angeles, California, unless the parties agree to conduct it remotely. The Federal Arbitration Act governs the interpretation and enforcement of this Section 20. The arbitrator has exclusive authority to resolve any dispute regarding the interpretation, applicability, or enforceability of this arbitration agreement, except that a court of competent jurisdiction shall decide any question concerning the validity or enforceability of the class-action waiver in Section 20.4. Judgment on the arbitration award may be entered in any court having jurisdiction. Each party bears its own attorneys' fees and costs except where the applicable AAA rules or applicable law provide otherwise; administrative and arbitrator fees are allocated per the AAA rules.
20.4 Class Action and Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL PROCEEDING; (B) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING, AND MAY AWARD RELIEF ONLY IN FAVOR OF AND AS NECESSARY TO PROVIDE RELIEF TO THE INDIVIDUAL PARTY SEEKING IT; AND (C) EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES. If the class-action waiver in this Section 20.4 is found unenforceable as to a particular claim for relief, that claim (and only that claim) shall be severed and may proceed in court under Section 20.9, and the remainder of this Section 20 shall remain in full force.
20.5 Small Claims Carve-Out. Either party may bring an individual claim in a small-claims court of competent jurisdiction, in lieu of arbitration, for any dispute within that court's jurisdictional limits, so long as the matter remains in small-claims court and proceeds only on an individual basis.
20.6 Injunctive Relief for IP and Confidentiality. Notwithstanding Section 20.3, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property rights or Confidential Information (including to address unauthorized access to or use of the Services), without first engaging in the informal-resolution process or arbitration, and without posting a bond.
20.7 Mass Arbitration. If twenty-five (25) or more demands for arbitration are filed against either party that raise similar claims and are filed by or with the assistance of the same or coordinated counsel or organizations ("Mass Filing"), the parties agree that: (a) the demands shall be administered in staged batches of up to fifty (50) demands per batch, with the demands in each batch selected randomly or by agreement of counsel; (b) only one batch shall proceed to arbitration at a time, and filing and arbitrator fees shall be due only for demands in the batch then proceeding; (c) after each batch concludes, the parties shall engage in a global mediation session before the next batch proceeds; (d) applicable statutes of limitation and fee obligations shall be tolled for demands awaiting their batch; (e) each demand shall be heard and decided by an arbitrator on an individual basis, and no ruling or award on any demand shall have preclusive or binding effect on any other demand; and (f) while a demand awaits its batch, the party asserting it may elect to pursue it in small-claims court under Section 20.5. Nothing in this Section 20.7 modifies either party's right to individual arbitration under Section 20.3. If a court or arbitrator determines that this Section 20.7 is unenforceable as to a given demand, that demand shall proceed under Section 20.3 individually. This Section is intended to secure the efficient and fair resolution of Mass Filings and shall be interpreted accordingly.
20.8 30-Day Right to Opt Out. Customer may opt out of the arbitration agreement in Section 20.3 and the class-action waiver in Section 20.4 by sending an email to info@onjulia.com within thirty (30) days after first accepting these Terms, stating Customer's legal name, account email, and a clear statement that Customer opts out of arbitration. Opting out does not affect any other provision of the Agreement, and disputes will then be resolved in court under Section 20.9. An opt-out applies only to the Customer that submits it.
20.9 Venue for Non-Arbitrable Claims. For any claim not subject to arbitration (including where Customer has validly opted out, small-claims matters removed from small-claims court, and claims under Section 20.6), the state and federal courts located in Los Angeles County, California will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue in those courts and waives any objection of inconvenient forum.
20.10 One-Year Limitation on Claims. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES MUST BE FILED (IN ARBITRATION OR, IF PERMITTED, IN COURT) WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED. This Section does not apply to Julia AI's claims for unpaid Fees.
21. General Provisions
21.1 Modifications to These Terms. Julia AI may modify these Terms and the incorporated policies from time to time. For material changes, Julia AI will provide at least thirty (30) days' advance notice by email to Customer's account email and/or by prominent in-app notice before the changes take effect. Changes will not apply retroactively. Customer's continued use of the Services after the effective date of the modified Terms constitutes acceptance of them. If Customer does not agree to a material change, Customer may, as its exclusive remedy, terminate the Agreement by written notice before the change takes effect, in which case Julia AI will refund any prepaid, unused Fees for the terminated remainder of the then-current Subscription Term. Non-material changes (such as clarifications, typographical corrections, or changes required by law) may take effect upon posting. Notwithstanding the foregoing, any modification to Section 20 (Governing Law; Dispute Resolution) does not apply to any dispute of which either party had actual notice before the effective date of the modification.
21.2 Assignment. Customer may not assign or transfer the Agreement, in whole or in part, by operation of law or otherwise, without Julia AI's prior written consent, except that Customer may assign the Agreement in its entirety to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, provided the successor is not a competitor of Julia AI and Customer provides prompt written notice. Julia AI may assign the Agreement without consent. Any purported assignment in violation of this Section is void. The Agreement binds and benefits the parties and their permitted successors and assigns.
21.3 Export Controls; Sanctions. The Services may be subject to U.S. export-control and economic-sanctions laws. Customer represents that neither it nor any Authorized User is located in, organized under the laws of, or ordinarily resident in any embargoed or comprehensively sanctioned jurisdiction, or identified on any U.S. government restricted-party list. Customer shall not access, use, export, re-export, or transfer the Services in violation of applicable export-control or sanctions laws.
21.4 U.S. Government Rights. The Services are "commercial products," including "commercial computer software" and "commercial computer software documentation," as those terms are defined in applicable U.S. government acquisition regulations. Any use, duplication, or disclosure by or on behalf of the U.S. government is subject solely to the terms of the Agreement, as consistent with FAR 12.211, FAR 12.212, DFARS 227.7202, and their successors.
21.5 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, utility or telecommunications failures, denial-of-service and similar attacks, and failures of third-party cloud infrastructure providers or telecommunications carriers, provided the affected party uses commercially reasonable efforts to resume performance.
21.6 Notices. Notices to Julia AI must be sent by email to info@onjulia.com (with a copy by mail to 19214 Calvert Street, Reseda, California 91335, if requested). Notices to Customer may be given by email to the account email address on file, by in-app notification, or by posting within the Services, and are deemed given when sent or posted. Customer is responsible for keeping its account email current.
21.7 Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and, if it cannot be enforced, will be severed, and the remaining provisions will remain in full force and effect, except as provided in Sections 20.4 and 20.7.
21.8 Waiver. No failure or delay by either party in exercising any right under the Agreement constitutes a waiver of that right. A waiver is effective only if in writing and signed by the waiving party, and applies only to the specific instance for which it is given.
21.9 Entire Agreement. The Agreement (including these Terms, the Acceptable Use & Messaging Policy, the Privacy Policy, the DPA where applicable, any Orders, and any other documents expressly incorporated by reference) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral. No terms contained in any Customer purchase order, vendor-registration form, or similar document will modify the Agreement or have any effect, regardless of any signature or acknowledgment, and all such terms are expressly rejected.
21.10 Order of Precedence. In the event of a conflict among the documents comprising the Agreement, the following order of precedence applies, each solely with respect to the conflicting term: (1) the applicable Order; (2) these Terms; (3) the DPA (except that the DPA controls over these Terms with respect to the processing of personal data where the DPA so states); (4) the Acceptable Use & Messaging Policy and other incorporated policies (except that the Acceptable Use & Messaging Policy controls over these Terms with respect to acceptable use and messaging conduct); and (5) the Documentation.
21.11 No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in the Agreement confers any right or remedy on any third party, except that the Julia AI Indemnitees may enforce Section 18.1.
21.12 Independent Contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, franchise, fiduciary, employment, or agency relationship, and neither party has authority to bind the other.
21.13 Copyright Complaints (DMCA). Julia AI respects intellectual-property rights. If you believe that material available through the Services infringes your copyright, send a notice containing the information required by 17 U.S.C. § 512(c)(3) to Julia AI's designated agent at info@onjulia.com with the subject line "DMCA Notice," including: identification of the copyrighted work; identification and location of the allegedly infringing material; your contact information; a statement of good-faith belief that the use is not authorized; a statement, under penalty of perjury, that the notice is accurate and that you are the owner or authorized to act for the owner; and your physical or electronic signature. Julia AI may remove or disable access to allegedly infringing material and may terminate the accounts of repeat infringers in appropriate circumstances.
21.14 Interpretation. Section headings are for convenience only and do not affect interpretation. "Including" and its variants mean "including without limitation." The Agreement will not be construed against the drafting party.
21.15 Counterparts; Electronic Acceptance. Where the Agreement is executed via an Order, it may be executed in counterparts, including by electronic signature, each of which is deemed an original. Customer's electronic acceptance of these Terms has the same legal effect as a handwritten signature.
Questions about these Terms? Contact Julia AI Inc. at info@onjulia.com.