1. ACCEPTANCE OF TERMS
You may not use the Site and/or the Services and may not accept these Terms if (a) you are not of legal age to form a binding contract with Juno, or (b) you are a person who is either barred or otherwise legally prohibited from receiving or using the Site and/or the Services under the laws of the country in which you are resident or from which you access or use the Site and/or the Services.
2. OWNERSHIP OF PROPRIETARY RIGHTS
2.1. “Intellectual Property Rights” means worldwide (a) rights associated with works of authorship, designs and photography including copyrights; (b) trademarks, service marks, logos, trade names, trade dress and goodwill rights whether or not registered; (c) patents, patent applications and industrial designs; (d) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (e) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
“Third Party Content” means online courses, learning and educational materials, and similar materials owned or licensed by third parties, access to which may be offered in connection with these Terms and/or the Site.
“User Content” means any content, information and materials that you may provide to Juno in connection with these Terms and/or the Site.
2.2. OWNERSHIP OF USER CONTENT. All the Intellectual Property Rights in and to the User
Content are your property and you retain all right, title and interest in connection therewith.
2.3. OWNERSHIP OF THIRD PARTY CONTENT. All the Intellectual Property Rights in and to the
Third Party Content are such respective third party’s property.
2.4. Juno IP. All the Intellectual Property Rights evidenced by or embodied in and/or attached/connected/related to the Site, including without limitation the Services (with the exception of the User Content and the Third Party Content), including without derogation any underlying software, platforms, algorithms, technology, Site design, any information, services, texts, files, Juno videos, Juno’s online courses, learning and educational materials, various applications, social graphs, organization, structure, specifications, application “look and feel,” navigation, course results, exam results, and other information generated on a personal basis and provided to you by usage of the Terms and/or the Site, features and related content that may be
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created in connection with the use of the Services or registration to the Site and/or other proprietary materials (“Materials“) are the property of Juno and/or its respective affiliates which retains all right, title and interest in connection therewith.
2.5. No transfer or grant of any rights is made or is to be implied by any provision of these Terms or by
any other provision contained in the Site with respect to the Materials or otherwise.
2.6. THE USE OF THE SITE OR ANY PART OF THE SERVICES, EXCEPT FOR USE OF THE SITE AND SERVICES AS PERMITTED IN THESE TERMS, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF Juno AND/OR OF OTHERS, AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES FOR COPYRIGHT INFRINGEMENT.
2.7. You agree that 'Juno' trademarks, trade names, service marks, graphics, logos and other brand features used in connection with the Site and Services, are trademarks or registered trademarks of Juno (collectively, the "Marks"). Nothing in these Terms gives you a right to use or display the Marks in any manner.
2.8. Juno reserves all rights not expressly granted to you under these Terms.
3. LIMITED LICENSE TO ACCESS THE SITE AND SERVICES
3.1. LICENSE TO THE SERVICES. Subject to the terms and conditions set forth herein (including without limitation payment of the applicable fees), Juno hereby grants to you, and you accept, a personal, nonexclusive, non-transferable, non-sublicensable, revocable, limited license to access and make personal, non-commercial, use of the Site and all the services provided thereby, including (but not limited to) the proprietary Juno learning management system or any other features of the Site (the “Services”), only according to the terms of these Terms. The license shall be granted until terminated in accordance with these Terms.
3.2. LICENSE TO USER CONTENT. Nothing contained herein shall be construed as Juno limiting your use of your User Content at your discretion, subject to compliance with applicable law. Juno will not use your User Content outside of the Services without your permission. Without derogating from your ownership and use of the User Content, and subject to applicable law, by submitting and/or transmitting any User Content to the Site and/or through the Services, and/or requesting and/or receiving any User Content from the Site and/or through the Services, you grant Juno a nonexclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free license, with the right to sub license, to use, transfer, copy, reproduce, distribute, publicly perform, publicly display, digitally perform, modify, directly or through third parties, create derivative works of User Content and otherwise use and commercially exploit any User Content in any media formats. Such license will apply to any form, media, or technology now known or hereafter developed.
4. LIMITATIONS ON USE
You undertake to use the Site and/or the Services solely for your own internal business and educational use. Except as specifically permitted herein, you agree not to (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share any of your rights under these Terms with/to anyone else; (ii) transfer, distribute, copy all or any part of the Site and/or the Materials and/or the Third Party Content; (iii) refer to the Site by use of framing and/or deep-linking; (iv) make use of
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the Site or distribute any part thereof in any jurisdiction where same are illegal or which would subject Juno or its affiliates to any registration requirement within such jurisdiction or country; (v) use, or encourage, promote, facilitate or instruct others to use, the Site for any illegal, harmful or offensive use; (vi) promote any content, products, services, or other information that may be illegal to sell or promote under any applicable law, or that may be perceived as unlawful, inflammatory, offensive, or otherwise inconsistent with the spirit of Juno and/or its affiliates’ services; (vii) transmit any viruses or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (viii) visit the Site through unauthorized means, including without limitation any data mining, robots, or similar data gathering and extraction tools to extract for re-utilization of any parts of this Site; (ix) distribute, publish, send, or facilitate the sending of unsolicited mass messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements (other than as otherwise permitted below in Section 6 and subject to the standards specified thereof); (x) distribute, publish, send, or facilitate the sending of any inappropriate, inaccurate, misleading, fraudulent or otherwise illegal content or content which infringes Intellectual Property Rights of third parties or their right for privacy; (xi) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Services and/or the Third Party Content and/or any other software available on the Site or create derivative works thereof; (xii) remove any copyright, trademark or other proprietary rights notices contained in or on the Site; (xiii) remove, change or modify any trademarks from or attach any additional trademarks to the Services; (xiv) use the Site and/or Services in a manner that may subject any part thereof to any obligation to disclose or distribute the source code thereof and/or that may cause others to have the right to modify or create derivative works thereof; or cause them to become redistributable at no charge; (xv) make any usage of any Third Party Content not in compliance with such Third Party Content’s terms of services, end-user license or other governing terms; (xvi) collect or store personal data of other Users.
You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to the Site.
With respect to any access to or usage of Third Party Content by yourself, you undertake that you are aware of and in compliance with such Third Party Content’s terms of services, end-user license or other governing terms.
Without limiting any of the terms and conditions specified herein, to the extent that the Site and/or the Services are used by your employees, officers, consultants, external instructors for usage of the Services, agents or other personnel (“end-user”) within their capacity as such, you and such end-user shall be jointly and severally responsible for such end user’s compliance with these Terms (including for purposes of indemnification hereunder), and you undertake to use reasonable efforts on an ongoing basis to ensure that such end-users are in compliance thereof. Without derogating from the above, with respect to any access to and usage of Third Party Content by your end-users, you undertake to ensure that the end-users are aware of and in compliance with the Third Party Content’s terms of services, end-user license or other governing terms.
6. MESSAGES AND TRANSMISSIONS
You hereby acknowledge and confirm that you, solely, are responsible to edit any and all messages, before such messages are sent to your end users by and/or through the Site (“Your Messages”). Without derogating from any of the terms and conditions contained herein, and any other obligations you may have under the Controlling the Assault of Non-Solicited Pornography And
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Marketing Act of 2003 and/or any applicable law, you hereby undertake to uphold the following standards as a minimum in respect of any and all of Your Messages: (i) include a conspicuous identifier and a valid physical address; and (ii) include a valid return address and any additional contact information you may have; and (iii) not use deceptive subject headings; and (iii) in respect of advertisements and/or promotional transmissions, note in the heading and at the beginning of the transmission that the transmission is an advertisement; and (iii) include a simple and user friendly opt-out mechanism, including by email, in all transmissions; and (iv) stop any and all transmissions to a certain user in the event said user opted-out or otherwise objected to receive transmissions; (v) send transmissions strictly to end users who opted-in to receive them.
You hereby acknowledge that Juno simply plays a technical role in transmitting or routing Your Messages as a mere conduit, and that you shall have sole responsibility and liability for any of Your Messages, and you shall defend, hold harmless and indemnify Juno and its affiliates from and against any damages which may result from Your Messages, and/or their lack of compliance with the standards specified in this Section 6 and/or any applicable law.
7. USER CONTENT
You shall have sole responsibility and liability for User Content. Juno shall not be liable for any and all parts of the User Content and shall be entitled, under its sole discretion, to remove or edit any of the User Content which Juno believes to be inaccurate, inappropriate or otherwise not in compliance with the Terms. Nothing in these Terms obligates Juno to display your User Content or to use it at all or in a certain manner.
8. USER WARRANTIES AND REPRESENTATIONS
You represent and warrant to Juno that: (a) you have, and will have at all times, all right, title and interest necessary to grant to Juno any and all licenses hereunder for the purposes contemplated by these Terms; and (b) the User Content (including all content, images, trademarks, and technology contained therein) will comply with all applicable laws, rules and regulations, the Terms and will not infringe the rights of any third party, including any intellectual property rights.
THE SITE, INCLUDING WITHOUT LIMITATION MATERIALS, SERVICES (INCLUDING WITHOUT LIMITATION INSTALLATION, INTEGRATION AND IMPLEMENTATION SERVICES), THIRD PARTY CONTENT AND CONTENT ARE PROVIDED “AS IS” AND AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Juno DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
Juno DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE AND/OR SERVICES, THAT THE SITE AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITE INCLUDING THE
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THIRD PARTY CONTENT, MATERIALS, SERVICES AND CONTENT AVAILABLE IN THIS SITE AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SITE AND/OR SERVICES WILL BE FREE FROM CORRUPTION, ATTACK, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OR THAT THIS SITE OR THE SERVER(S) THAT MAKE THIS SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Juno SHALL HAVE NO LIABILITY OR RESPONSIBILITY IN THE EVENT OF ANY LOSS OR INTERRUPTION IN SOFTWARE ACCESS DUE TO CAUSES BEYOND ITS REASONABLE CONTROL OR FORESEEABILITY, SUCH AS LOSS, INTERRUPTION OR FAILURE OF TELECOMMUNICATIONS OR DIGITAL TRANSMISSIONS AND LINKS, INTERNET SLOWDOWN OR FAILURES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN.
Juno DOES NOT, AND CANNOT, CONTROL THE FLOW OF DATA TO OR FROM USER’S INTERNET HOSTS AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS CAUSED BY THESE THIRD PARTIES CAN PRODUCE SITUATIONS DURING WHICH USER’S CONNECTION TO THE INTERNET (OR PORTIONS THEREOF) MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH Juno WILL USE REASONABLE EFFORTS TO TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, Juno DOES NOT GUARANTEE THAT SUCH DISRUPTIONS OR IMPAIRMENTS WILL NOT OCCUR. ACCORDINGLY, Juno DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
Juno DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS, SERVICES, THIRD PARTY CONTENT OR CONTENT IN THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE WEB SITE AND/OR ANY OF THE MATERIALS.
IT IS EMPHASIZED THAT Juno DOES NOT VET, PRE-SCREEN OR REVIEW THE THIRD PARTY CONTENT OR THE USER CONTENT, AND USER SHALL BE SOLELY RESPONSIBLE TO ENSURE IN ADVANCE THE ADEQUACY OF SUCH THIRD PARTY CONTENT TO ITS NEEDS, LIMITATIONS AND REQUIREMENTS, AND USES THE SERVICES AT ITS OWN RISK.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY
TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL Juno AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING BUT NOT
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DEROGATING ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR AND/OR YOUR END USERS’ USE OF THE SITE AND/OR SERVICES, OR RELIANCE ON ANY OF THE MATERIALS OR SERVICES BY Juno, INCLUDING WITHOUT LIMITATION INSTALLATION, INTEGRATION AND IMPLEMENTATION SERVICES OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY FAILURE TO PERFORM BY Juno.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL, BARGAINED FOR BASES OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
You agree to defend, indemnify and hold Juno and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates and employees, harmless against any losses, expenses, costs, claims, damages (including reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to: (i) your breach of the terms of these Terms; (ii) any misrepresentation made by you to any third party; (iii) any third party claim in respect of the User Content or your use of the Site and/or Services.
13. EXTERNAL CONTENT
Some of the content and materials available through the Services (including Third Party Content) is provided by third parties. No reference made in this Site and/or within the Services to any specific commercial product, process, or service (or provider of such product, process or service) other than such products, processes, or services of Juno, constitute or imply an endorsement, recommendation or favouring by Juno.
Any opinions, advice, statements, content, services, offers or other information expressed or made available by such third parties, are those of the respective author(s) or distributor(s) and do not necessarily state or reflect those of Juno and Juno does not endorse, promote, solicit or
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recommend them in any way. Juno makes no warranties or representations as to, and shall have no liability for, any Third Party Content.
Juno may remove from the Site or the Services at any time and at its discretion any User Content and Third Party Content which Juno determines at its discretion as violating these Terms, incompliant with applicable law, infringing on Juno’s or any other party’s Intellectual Property Rights, or otherwise harming Juno, its users or suppliers and providers of Third Party Content. Such removal may be done at any time, without requirement of prior notice for such removal or any other liability.
If you believe that any of the content on the Site, including User Content and Third Party Content, infringes upon your Intellectual Property Rights, please send us a notice to Support@the-Juno.com
We may terminate these Terms and/or suspend your right to access or use any portion or all of the Site, Services and/or Materials immediately for cause at our sole discretion, without notice to you and without prejudice to the right of Juno to be indemnified for its damages and any other right and remedy. Upon termination you shall immediately cease using the Site, pay Juno any applicable fees and payments due as of termination and to the extent you do not inure any right or benefit from their provisions the following Sections shall survive: 2, 3.2, 4-16.
Without derogating from any other right and remedy provided under law and/or these Terms, Juno reserves the right to limit or revoke your license and access to and/or use of this Site and/or the Materials in its sole discretion, at any time, and for any reason, including, but not limited to technical difficulties or violation of these Terms. If your license to use the Services expires or is terminated Juno may, without notice, delete or deny you access to any of the Materials or meta data that may remain in its possession or control.
15. UNSOLICITED IDEA SUBMISSION POLICY
Juno welcomes the receipt of feedback and suggestions to improve the Services. You agree that any remarks, ideas, feedback, comments, suggestions or any other information that you may provide to Juno (collectively, a "Submission"), is entirely voluntary, and that Juno will be free to use any such feedback, comments or suggestions as Juno will see fit, without any obligation or compensation to you or any other person sending the Submission. Juno will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere, and you hereby irrevocably assign to Juno all rights therein. Juno will not be required to treat any Submission as confidential. You acknowledge that you are responsible for whatever material you submit, and will have full responsibility for the Submission, including its legality, reliability, appropriateness, originality, and copyright.
(i) These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of Tel Aviv, Israel. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded; (ii) if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms;
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(iii) You acknowledge and agree that Juno has the right, at any time and for any reason, to redesign or modify the Materials and other elements of the Site or any part thereof; (iv) this is the entire agreement between you and Juno regarding the subject matter herein and these Terms shall not be modified except by a written instrument executed by both parties. We may unilaterally change or add to the terms of these Terms at any time. In the event of a material change, We shall notify you via email or by means of a prominent notice on our website. You should check our website periodically at the following URL: www.Juno.co/terms-of-service to review such changes in the Terms. Unless stated otherwise in a written agreement between you and Juno, Juno may at its discretion, at any time, commence charging license fees for the Services (the “Fees“) and/or change such Fees, under any payment conditions as it deems fit, subject to sixty (60) days prior notice either by email and/or a prominent notice on the Site. If Juno will unilaterally change the Fees and you decide to stop using the Services, your license shall be automatically terminated with immediate effect and without any requirement from Juno to provide a notice or a remedy period. By continuing to use the Site, including without limitation the Services, Materials and/or Third Party Content following such modifications, you agree to be bound by such modifications. If you are not comfortable with all of the provisions of these Terms, please do not use the Site, Services, Materials and/or Third Party Content; (v) Juno may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of Juno. Any unauthorized assignment will be void and of no force or effect; (vi) nothing in these Terms shall be considered as granting any rights to third parties towards Juno; (vii) the failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches; (viii) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion; (ix) YOU AND Juno AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. This Section shall constitute a separate written agreement for the requirements of Section 19 of the Israeli Limitations Law, 1958.
If you have any further questions or require further clarification, please contact us by sending an e-mail to: support@the-Juno.com
Last updated: May 1 2018