Terms of Service

Effective Date:         June 14, 2019

THESE TERMS OF SERVICE (THE ” TERMS”) FORM A BINDING AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER ” YOU” OR ” YOUR”) AND JULIA COMPUTING, INC., A DELAWARE COMPANY (HEREINAFTER ” JULIA COMPUTING”, “ WE”, “ OUR , OR ” US”) GOVERNING YOUR USE OF SERVICES AND SOFTWARE OFFERED AT JULIACOMPUTING.COM, JULIABOX.COM AND JULIAACADEMY.COM (COLLECTIVELY, THE ” SITES”) INCLUDING ALL THE SOFTWARE AND PACKAGES AVAILABLE AT THE SITES.

Acceptance of the Terms

You must be 18 years or older to accept the Terms. If you do not agree to the Terms, you may not use any of our Services. If you are acting as the agent for a company or other entity, you represent that you have the legal authority to bind such company or entity and you guarantee compliance by such company or entity with these Terms. You must be 18 years or older and must have an eligible payment method registered with Julia Computing in order to download the Software or use the Services. Your download of the Software or use of the Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO WITH JULIA COMPUTING, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

Description of Services

We provide an array of services for learning about Julia, including without limitation, developing and running Julia programs on the cloud, storage of your programs and files, storage of your data, security around your programs and data, communicating with you regarding our services or Software, and other tools (the ” Services”). You may use the Services for your personal and business use or for internal business purpose in the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services.

Subscription to Beta Service

We may offer certain Services as beta services (” Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Services as a result of your subscription to any Beta Services. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that Julia Computing will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

Software

We provide downloads of the Julia software and related programs (the ” Software”). The download and use of any Software are subject in all respects to the Julia Computing End User License Agreement that may be found here: EULA (the ” EULA”). The EULA applies to Free Licenses, Evaluation Licenses, EDU Licenses, and Commercial Licenses with Support. Make sure that you understand the terms and conditions of the EULA with respect to your particular Software license before you agree to the terms of the EULA.

Modification of Terms of Service

We may modify the Terms upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address. You may terminate your use of the Services by providing Julia Computing notice by email within 30 days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services and Software. Your continued use of the Services after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms.

User Sign up Obligations

You need to sign up for a user Account (the ” Account”) by providing all required information in order to access or use the Services or download the Software. If you represent an organization and wish to use the Services for corporate internal use, we recommend that you, and all other users from your organization, sign up for user Accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the signup process (the ” Account Information”); and b) maintain and promptly update the Account Information provided during sign up to keep it true, accurate, current, and complete. If you provide any Account Information that is untrue, inaccurate, outdated, or incomplete, or if Julia Computing has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Julia Computing may terminate your Account and refuse current or future use of any or all of the Services. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

Personal Information and Privacy

Personal information you provide to Julia Computing through the Services or in connection with licensing the Software is governed by Julia Computing Privacy Policy (the “Privacy Policy”), which is incorporated into these Terms by reference and included in its entirety. Your election to use the Services or license the Software indicates your acceptance of the terms of the Julia Computing Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your Account and you agree to inform us immediately of any unauthorized use of your Account by email to [email protected]. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your Account, or otherwise.

Communications from Julia Computing

The Services may include certain communications from Julia Computing, such as service announcements, administrative messages, promotional messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters and promotional messages from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

Fees and Payments

You agree that we may charge all fees to the payment method (e.g., credit card, PayPal account, debit card, bank account transfers, etc.) you have provided in your Account Information. You are responsible for the timely payment of all fees at the time the Services or Software are ordered by you. It is your responsibility to notify us if your payment method has changed by making the appropriate changes to your account settings. If you do not provide a valid payment method, or if your designated payment method is determined by us to be inactive for any reason, we may immediately discontinue the Services or any subscription then in effect. You agree not to cause your credit or debit card company to reverse or “chargeback” any fees charged in accordance with these Terms; and in the event you do so, we may terminate your Account and your use of the Site and Services, and you agree to reimburse us for any costs incurred in responding to such chargeback, including, without limitation, our actual costs paid to the credit or debit card company, including chargeback fees, and the value of the time our employees spend on the matter as determined in our discretion in good faith.

The Software and Services may be available under subscription plans of various durations. Your subscription will be automatically renewed at the end of each subscription period unless you downgrade your paid subscription plan to a free plan or inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the credit card last used by you. If you do not wish to renew the subscription, you must inform us at least seven (7) days prior to the renewal date. If you have not downgraded to a free plan and if you have not informed us that you do not wish to renew the subscription, you agree that Julia Computing may charge the subscription fee to the credit card last used by you. You will receive an email confirmation of all payments that you make. Please contact us immediately if you do not recognize charges on your email confirmation. From time to time, we may change the price of any Software or Services or charge for use of Services that are currently available free of charge. We will provide not less than thirty (30) days prior written notice of any price change. Any increase in charges will not apply until the expiry of your then current billing cycle. We do not provide price protection or refunds in the event of a price reduction or promotional offering.

You agree that we may charge your payment method for any Services or Software purchased, including any applicable taxes. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING US WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES. Your total price will include the fees charged for the Services or Software plus any applicable tax; such tax is based on the bill-to address and the tax rate in effect at the time of your purchase. If you believe that you are exempt from any taxes, please contact us at [email protected]. All sales are final and no refunds will be provided for any reason except as set forth below.

Refund Policy

We want you to be satisfied with the Services and Software. Generally, we do not offer refunds for any purchases. However, in two limited situations we may provide a refund:

A. Billing error. In order to be considered a “billing error” you must provide written documentation showing the billing error and the amount paid due to such error.
B. Termination. We unilaterally terminate your use of the Site and Services, without your consent or permission. In such a case, we will provide a pro rata refund for Services that are not used or subscription plans that are terminated early.
Except as set forth above, we do not provide refunds.

Restrictions on Use

In addition to all other terms and conditions set forth herein, you shall not: (i) transfer the Software or Services or otherwise make the same available to any third party; (ii) provide any service based on the Services without prior written permission; (iii) disclose any personal or confidential information belonging to any person or entity to us without obtaining consent from such person or entity; (iv) use the Software or Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Julia Computing; (v) violate any applicable local, state, national or international law by or through using the Services of Software; or (vi) create a false identity to mislead any person as to the identity or origin of any communication.

Spamming and Illegal Activities

You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offensive to religious sentiments, promoting racism, containing viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.

Inactive User Accounts Policy

We reserve the right to terminate unpaid user Accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user Account will be deleted. We will provide you prior notice of such termination and option to back-up your data.

Data Ownership

We respect your right to ownership of content created or stored by you. You own the content and data created or stored by you. Unless specifically permitted by you, your use of the Software or Services does not grant Julia Computing a license to use, reproduce, adapt, modify, publish or distribute the content or data created by you or stored in your Account for Julia Computing’s commercial, marketing or any similar purpose. You grant Julia Computing permission to access, copy, distribute, store, transmit, and reformat your data solely for the purpose of providing the Software and Services to you.

User Generated Programs, Data

By providing or uploading content, data, or materials (” User Content”) on any of the Sites or through the Services or Software, you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such User Content, to make such content available in such manner. You are solely responsible for obtaining consent from owners of User Content and/or ensuring that any use of User Content is not illegal or infringing of third party rights. In the course of using the Software or Services, if you use any programs, data, or content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be.

Sample Programs and Applications

Julia Computing may provide sample programs, documents, and applications for the purpose of demonstrating the possibility of using the Software or Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Julia Computing makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

Open Source Code and Julia Packages

JuliaPro, JuliaTeam, JuliaBox, JuliaAcademy and other products available at Julia Computing website include certain third party open source code (the ” Open Source Components”) that is subject to various open source licenses. Notwithstanding anything herein to the contrary, each Open Source Component is subject to the terms of its applicable open source license agreement, which license agreement is included in the source code for the applicable Open Source Component. You hereby agree to abide by the terms of each open source license agreement as it relates to the applicable Open Source Component. In the event of any conflict between the terms and conditions of these Terms and the terms of any open source license agreement with respect to any Open Source Components, the applicable open source license agreement shall control.

Links to other Web Sites. The Sites may contain links to other web sites. We are not responsible for the content, accuracy or opinions expressed on such web sites, and such web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked web site on or through the Sites or the Services does not imply approval or endorsement of the linked web site by us. If you decide to leave a Site and access these third-party sites, you do so at your own risk.

Disclaimer of Warranties

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

Limitation of Liability

YOU AGREE THAT JULIA COMPUTING SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES, EVEN IF JULIA COMPUTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL JULIA COMPUTING’S ENTIRE AGGREGATE LIABILITY TO YOU IN RESPECT OF ANY SOFTWARE OR SERVICES, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU WITH RESPECT TO SUCH SOFTWARE OR SERVICES.

Indemnification

You agree to indemnify, defend, and hold harmless Julia Computing, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines, costs, liabilities, and expenses (including attorneys’ fees and costs) arising out of or relating to: (i) your use of the Software or Services; (ii) your violation of any law; and (iii) your breach of the Terms. You hereby agree not to sue, assist in or be a voluntary party to assist in or be a voluntary party to, except as required by law, any action, suit, or proceeding against us for any claims, actions, suits, damages, liability, losses or expenses of whatever kind or however arising out of or relating to your use of the Sites, the Software, or the Services.

Governing Law; Arbitration

The Terms shall be governed by and construed in accordance with the laws of the State of Massachusetts, U.S.A., without reference to conflicts of laws provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Any dispute or claim arising out of, or in connection with, the Terms shall be finally settled by binding arbitration in Boston, Massachusetts, in accordance with the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of Massachusetts, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. You agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys’ fees. In the event that the above arbitration provision is held invalid or unenforceable, then any dispute with respect to the Terms shall be brought and heard either in the Massachusetts state courts located in Boston, Massachusetts, or the federal district court located in Boston, Massachusetts. In such event, you consent to the in personam jurisdiction and venue of such courts. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.

Suspension and Termination

We may suspend your Account or temporarily disable access in whole or part to the Software or Services in the event of any suspected illegal activity, extended periods of inactivity, or requests by law enforcement or other government agencies. Objections to suspension or disabling of user Accounts should be made to [email protected] within thirty (30) days of being notified about the suspension. We may terminate a suspended or disabled user Account after thirty (30) days. We will also terminate your Account on your request.

In addition, we reserve the right to terminate your Account and deny you access to the Software or Services upon reasonable belief that you have violated the Terms and we may terminate your access to any Beta Services in case of unexpected technical issues or discontinuation of the Beta Services. Termination of your Account will include denial of access to all Services, deletion of information in your Account such as your email address and password and deletion of all data in your Account.

Miscellaneous

The Terms, including the Privacy Policy and the EULA, set forth the entire agreement between you and us pertaining to your use of the Site, Software, and the Services. If any provision of these Terms is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of these Terms shall continue in full force and effect. Our failure to exercise any right or provision of these Terms shall not constitute a waiver of such right or provision. Nothing in these Terms shall be deemed to confer any third-party rights or benefits. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Our delay or failure to exercise any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms do not, and shall not be deemed to, constitute a partnership or joint venture between you and us, and neither you nor we, nor your or our respective directors, officers, employees, or agents shall, by virtue of the performance of the obligations under these Terms, be deemed to be an agent or employee of the other, and neither you nor we have the authority to bind the other under any contract, agreement, or otherwise. We shall not be liable for any failure to perform any of our obligations under these Terms if the performance is prevented, hindered or delayed due to any cause beyond the reasonable control of us including, without limitation, unavailability of any communication system, breach or virus in the processes, sabotage, fire, flood, explosion, acts of nature, civil commotion, riots, insurrection, war, acts of government, etc.

END OF TERMS OF SERVICE

If you have any questions or concerns regarding these Terms, please contact us at [email protected].

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