Terms & Conditions

These Terms govern your use of the websites that link to these Terms. In these Terms, the word "website", “site”, or “platform” refers to each of these websites and the services offered on them.

IMPORTANT - PLEASE READ THESE TERMS OF SERVICE (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO ACCESS OR USE THE SITE OR ANY RELATED SERVICES. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (“YOU” OR "CUSTOMER"), AND INDUSTRY TRAINING INC. THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF THE SITE AND RELATED SERVICES. BY ACCEPTING THIS AGREEMENT, BY (1) SIMPLY USING OR LOGGING INTO THE SITE OR (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR "CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

This website is operated by Industry Training Inc. d/b/a Julius Education. Throughout the site, the terms “we”, “us”, “our”, and “Julius” refer to Julius Education. Julius Education offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current site shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Definitions.

For purposes of this Agreement:

1.1. “Account” means Your account and profile that you may create on the site as applicable, accessed using Your unique username and password.

1.2. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.3. “Content” consists of all data, software, and information that You or Your End Users post or upload to, or disseminate, distribute, or transmit through the site or Supplemental Services including all personal data loaded to the Platform by You or Your authorized End Users, if applicable.

1.4. “Data Protection Legislation” means all applicable laws and regulations relating to the processing of personal data and privacy including the General Data Protection Regulation 2016/679 (“GDPR”), any local legislation implementing or supplementing the foregoing and all associated codes of practice and other guidance issued by any applicable data protection authority, all as amended, re-enacted and/or replaced and in force from time to time. The terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such data protection laws and regulations.

1.5. “Documentation” means the user manuals, help guides, whether in print, electronic form, help videos or on-line help functions for the site and/or Supplemental Services made generally available by Julius to its customers, as may be updated from time to time.

1.6. “End User” means any individual authorized by You to access and use the site as expressly stated in your Order Form.

1.7. “Fees” means the fee amount payable by You in respect of the Your Order Form, subject to change as provided for in Section 8.2 (Updated Fees).

1.8. “Intellectual Property” or “Intellectual Property Rights” means all intellectual property rights, including all copyright, patent, trade secret, trademark, moral, termination, authorship, rights of publicity, privacy and other proprietary rights.

1.9. “Order Form” means the documents for placing orders on or for the Platform, Service, and/or Supplemental Services entered into between You and Julius from time to time. Order Forms may be documents in written or electronic form. Order Forms shall be deemed incorporated herein by reference.

1.10. “Plan” means the Julius plan, service, and/or Supplemental Service set out in the Order Form.

1.11. “Platform” means any Julius operated or owned site or service, including all Documentation and software in or accessible through the Platform.

1.12. “Revisions” means any updates, upgrades, revisions, changes, or alterations to the site and/or Supplemental Services and their features and functionality.

1.13. “Subscription Start Date” means the date, if applicable, on which Your subscription to the site and Supplemental Services, starts, as set forth in an Order Form.

1.14. “Subscription Period” means the period of time, if applicable, for which You have subscribed to the site and Supplemental Services, as set forth in an Order Form. A commitment to a multi year subscription shall constitute one Subscription Period.

1.15. “Supplemental Services” means any products, services, or software components that interoperate with the Platform and are purchased by You from Julius. Supplemental Services may be provided or otherwise made available by a third party (i.e., a party other than Julius). Access to such Supplemental Services is subject to this Agreement and Supplemental Terms.

1.16. “Supplemental Terms” means the additional terms and conditions between You and Julius that govern Your use of Supplemental Services.

1.17. “Support Services” means Julius’ support services offered in your Order Form, if applicable.

Use of Platform

2.1. Provision of the Platform. Subject to the terms and conditions of this Agreement and solely to the extent permitted by Your Plan, Julius hereby grants You a limited, non-exclusive, non-transferable right to access and use the Platform to:

2.1.1. access and use the site

2.1.2. run courses and training for End Users as expressly permitted to do so by Your Plan

Use Restrictions

3.1. Except as expressly permitted by the terms of this Agreement, neither You nor Your End Users shall:

3.1.1. copy, modify, adapt, translate, distribute, sub-license, market, lease, make available, resell, make derivative works of, disassemble, reverse compile or reverse engineer or otherwise reduce to human-perceivable form any part of the Platform, Services or Julius Intellectual Property; or discover or disclose the source code, methods and concepts embodied therein, except as may be allowed by any applicable law notwithstanding contractual prohibition;

3.1.2. store, distribute, post, upload or transmit any Content through the Platform  or Supplemental Services that is or is reasonably perceived to be infringing, unlawful or in violation of third-party privacy rights;

3.1.3. introduce any virus, worm, malware, spyware, Trojan horse or other harmful or malicious code to the Platform or Supplemental Services;

3.1.4. intentionally interfere with or disrupt the integrity or performance of the Platform or Supplemental Services;

3.1.5. access and use the Platform or Supplemental Services in order to (i) build a product or service competitive with the Platform, (ii) copy any ideas, features, functions or graphics of the Platform, or (iii) determine whether the Platform is within the scope of any patent;

3.1.6. use the Platform or Supplemental Services for the purposes of direct marketing or promotion to anyone other than Your End Users;

3.1.7. suggest or state that Julius endorses or supports Your Content or any training or other course You are running;

3.1.8. use the Platform or Supplemental Services to store or transmit (i) personal data which could be considered to be special category data pursuant to the Data Protection Legislation, as defined by the GDPR, (ii) any protected health data, as defined in the Health Insurance Portability and Accountability Act of 1996 as amended and supplemented; (iii) financial information protected under the Gramm-Leach-Bliley Act; or (iv) information that is subject to Payment Card Industry Data Security Standards; (v) Content that could otherwise be subject to governmental regulation or may require security measures beyond those specified by Julius for the Platform or Supplemental Services; or

3.1.9. use the Platform or Supplemental Services for any illegal, unauthorized, or otherwise improper purposes.

Your Responsibilities

4.1. Usage Limits. If applicable, You are responsible for ensuring that You do not exceed the usage and other limits specified by Your Plan. You shall not allow any End User profile to be used by more than one individual person unless it has been reassigned in its entirety to a different individual.

4.2. Account. You are responsible for all use of Your Account, including all Content, regardless of whether undertaken by You, Your employees or a third-party (including Your contractors, agents or End Users). You must contact Julius immediately if You know or suspect Your Account has been accessed by an unauthorized third-party or used in breach of this Agreement.

4.3. Applicable Laws. You shall comply with all applicable laws, regulations, rules, and codes with respect to activities relating in any way to Your use or exploitation of the Platform and the Supplemental Services.

Acknowledgements

5.1. Relationship with End Users. Any transactions or terms in relation to the use of the Portal by Your End Users, if applicable, is solely between You and each End User. Other than as specifically provided for herein, neither Julius nor its suppliers have any responsibility or liability to Your End Users and nothing herein confers a benefit on any person other than You.

5.2. Content. Julius does not monitor any Content on the Platform or Supplemental Services but reserves the right (but is not required) to remove, delete and/or destroy any Content that is in breach of this Agreement.

5.3. White Labelling. Certain Julius Plans allow You to “white-label” a Julius owned and operated site, as expressly stated in Your Order Form. If expressly permitted to do so by Your Plan, You are granted the right for Julius to brand Your Portals on a white-labelling basis, however Julius may include a hypertext link and/or icon logo with the words “Powered by Julius” (or equivalent) on each page of the site.

5.4. No High Risk Activities. You may not use the Platform if failure or interruption of the Platform could lead to death, serious bodily injury or property or environmental damage.

Support

6.1. You are entitled to Julius’ support services offered with Your Plan, if applicable.

Revisions

7.1. Julius reserves the right to make Revisions to the Platform and Supplemental Services. Any such Revisions shall be considered part of the Platform or Supplemental Terms, as applicable, for all purposes of this Agreement.

Payment

8.1. Fees. You agree to pay all Fees in accordance with the Plan You selected. You may not withhold payment or claim any right of set-off without prior written consent.

8.2. Updated Fees. Plan Fees and Supplemental Services Fees may change over time, however, Julius will give You thirty (30) days prior notice, generally via email. If Julius revises Your Plan Fees or Supplemental Services, such new Fees shall not apply to the current period for which current Your Order Form applies, but shall apply to any future period commencing after the effective date of change in Fees.

8.3. Payment Methods. You will provide Julius with a valid payment method reasonably acceptable to Julius. Julius will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due upon receipt. If You enroll in the Automatic Bill Payment option, You authorize Julius to charge Your credit card for the Fees for the initial Subscription Period and any renewal Subscription Period(s).

8.4. Taxes. All Fees are exclusive of any taxes and duties such as value added tax, sales-and-use tax, import or other duties. You are responsible for paying all taxes and duties at the appropriate rate and in the manner for the time being provided by applicable law.

8.5. Overdue Fees. If You fail to pay Julius all Fees by thirty (30) days after the due date, Julius may, in its sole discretion, without limiting its other rights and remedies, (a) disable access for You and End Users to some or all of the Platform, Supplemental Services and/or terminate this Agreement. Julius may choose not to exercise its rights under this Section 8.5 if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

Term

9.1. The term of this Agreement shall commence on the Start Date of the Order Form and end upon the expiration or termination of all Order Forms issued hereunder. Unless terminated in accordance with this Agreement or otherwise provided for in an Order Form, each Order Form shall have a Subscription Period of one year commencing on its effective date. If applicable, the Subscription Period will automatically renew for subsequent 12- month period(s) at the end of the Subscription Period in the Order Form, unless either Party sends the other written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Period.

Cancellation, Suspension, Termination

10.1. Cancellation by Customer. Subject to fulfilment of Your payment obligations pursuant to Section 10.4, You may terminate all access to the Platform and any Supplemental Service at any time with 30 days’ prior written notice, however payment for products or services already delivered by Julius, or for the current Subscription Period shall be non-refundable.

10.2. Suspension. In addition to Julius’ rights under Section 8.5 (Overdue Fees), Julius may immediately restrict or suspend (on a temporary or permanent basis) Your or any End User’s right, if applicable to access or use any portion or all of the Platform and/or to delete one or more of Your End Users if We reasonably determine: Your or an End User’s use of the Platform or Supplemental Services (i) violates Section 3 (Use Restrictions), (ii) poses a security risk to the Platform, Supplemental Services or any third-party, (iii) violates applicable law or could subject Julius, our affiliates, or any third party to liability, or (iv) could be fraudulent. Julius will use commercially reasonable efforts under the circumstances to provide You with advance notice of any suspension under this Section 10.2 and, if practicable, an opportunity to cure any breach or violation prior to any such suspension.

10.3. Termination. A Party may terminate this Agreement or any Order Form (i) where permitted by another provision in this Agreement: (ii) for cause upon thirty (30) days written notice to the other Party of material breach if such breach remains uncured at the expiration of such period, if curable; (iii) if the other Party enters into bankruptcy proceedings (whether voluntarily or involuntarily) or receivership and such proceeding or receivership is not concluded or stayed within sixty (60) days, or if such Party makes a general assignment for the benefit of creditors.

10.4. Refund or Payment upon Termination. In no event shall any termination relieve Customer of the obligation to pay any Fees (including any Fees for Supplemental Services) payable to Julius for products or services already delivered, or for the Subscription Period prior to the effective date of termination.

10.5. Effect of Termination.

10.5.1. Upon the effective date of expiration or termination of this Agreement or any Order Form, You shall immediately cease any further use of the Platform and/or Supplemental Services. It is Your responsibility to retain the original source of all Content and to export Your End User training history prior to expiration or termination. Julius reserves the right to delete all Content from the Platform thirty (30) days following the expiration or termination of this Agreement or any Order Form.

10.5.2. Termination or expiration of this Agreement does not affect or prejudice any rights, remedies, obligations or liabilities a Party accrued up to the date of termination or expiration or the continuation or commencement of any provision that expressly or by implication is intended to survive the termination or expiration of this Agreement.

Intellectual Property

11.1. Platform and Services Suggestions. Other than Your Content and Your trademarks, You acknowledge that the Platform, the Services and all Intellectual Property contained therein, is proprietary to Julius and its licensors, and Julius and its licensors retain exclusive ownership of the same throughout the world. Except for the limited express license granted to You under this Agreement, Julius and its licensors retain all right, title or interest in and to the Platform and the Services. Julius will own all rights, title and interests, including all related intellectual property rights, to any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including its authorized End Users, relating to the operation of the Platform, the Services or the provision of services, provided that the foregoing shall not apply to Customer Confidential Information.

11.2. Customer Content. You hereby grant Julius and its third-party vendors the non exclusive worldwide, royalty-free right to use, reproduce, store, transmit, perform, adapt or display the Content solely to the extent required for Julius’ provision of the Platform and Services under this Agreement. Subject to the limited rights granted by You hereunder, neither Julius nor its third-party vendors acquire any right, title or interest from You or Your licensors under this Agreement in or to the Content, including any Intellectual Property Rights therein.

Security and Data Protection

12.1. Security. Julius shall maintain industry standard administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Content in accordance with Julius’ security measures. Julius will not access or use Your Content except as necessary to maintain or provide the Platform, or as necessary to comply with the law or a binding order of a governmental body.

12.2. Data Protection. If Julius processes any personal data, each Party shall duly comply with its obligations under the Data Protection Legislation that arise in connection with this Agreement.

12.3. Telephone Numbers. You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that Julius Education may use your telephone number for "multi-factor authentication" ("MFA"), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve Julius Education sending text messages containing security codes to your telephone number. You agree to receive these texts from Julius Education containing security codes as part of the MFA process. In addition, you agree that Julius Education may send individualized text messages, automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding our Services or providing you with coaching and support as part of our Services to you. Additionally, Julius Education may use your telephone number to contact you about special offers or other Julius Education or third party products or services unless you opt out of such marketing. Message and Data rates may apply. For help or support, send your request to support@juliusedu.com. Supported carriers may include AT&T, Verizon Wireless, T-Mobile®, Metro PCS, Sprint, Boost, Virgin Mobile, U.S. Cellular®, and others. Mobile carriers are not liable for delayed or undelivered messages. With MFA, you also agree and consent to us obtaining and using information from your mobile phone service provider, solely for the purposes of verifying your identity and to compare information you have provided to Julius Education (such information may include from your mobile phone service provider account record: your name, address, email, role, and mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber details).

Warranties

13.1. Customer Warranties. Customer warrants that (i) Customer has validly entered into this Agreement and has the legal power to do so and (ii) that Julius’ use of Content will not infringe or violate the Intellectual Property Rights of any third party or any applicable law, and (ii) Customer’s entry into this Agreement and performance of its obligations hereunder will not violate or conflict with any other agreement or obligations to which Customer is bound.

13.2. Disclaimers. Julius does not guarantee that use of the Platform or the Services will be uninterrupted or error free at all times and in all circumstances, nor that such interruption or errors will be corrected. Julius does not warrant that the services will meet Your requirements or that they will be suitable for any particular purpose. It is Your sole responsibility to determine that the Platform or the Services meet the needs of Your business or otherwise and is suitable for the purpose for which it is used.

13.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JULIUS MAKES NO WARRANTIES OF ANY KIND UNDER THIS AGREEMENT OR APPLICABLE SCHEDULE(S) OR EXHIBITS OR SUPPLEMENTAL TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SERVICES ARE PROVIDED “AS IS”.

Liability

14.1. Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JULIUS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING ANY APPENDIX, ADDENDUM OR EXHIBIT OR SUPPLEMENTAL TERMS HERETO), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, BUSINESS OR BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS OR WASTED MANAGEMENT TIME, WORK STOPPAGE, LOSS, DELETION OR CORRUPTION OF CONTENT OR DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.

14.2. Limitation of Liability. IN ANY CASE IN NO EVENT SHALL JULIUS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT (INCLUDING ANY, HYPERLINK, APPENDIX, ADDENDUM OR EXHIBIT OR SUPPLEMENTAL TERMS HERETO) EXCEED THE TOTAL PAYMENTS PAID OR PAYABLE TO JULIUS BY YOU IN THE PRECEDING TWELVE (12) MONTHS (THE “LIABILITY CAP”), NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION. JULIUS IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT OR MATERIALS ACCESSED THROUGH THE PORTAL AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.

Indemnification

15.1. Customer Indemnification. You shall defend Julius against any claim, demand, suit, governmental action or proceeding (a “Claim”) made or brought against Julius by a third party arising out of or in connection with (i) Your use or the use by Your End Users of the Platform or Supplemental Services In violation of this Agreement or any applicable law, (ii) any Content, including, but not limited to Third Party Content, posted, uploaded, distributed, transmitted or disseminated by You or Your End Users via the Platform or Supplemental Services, or (iii) a dispute between You and any End User, and shall indemnify Julius for any damages, fines, attorney fees and costs incurred against Julius as a result of, or for any amounts paid by Julius under a court-approved settlement of such Claim.

15.2. Procedure. The indemnification obligations in this Section 15 are subject to (a) prompt notification of any such Claim (provided that the indemnified Party’s failure to provide reasonable written notice shall only relieve the indemnifying Party of its indemnification obligations hereunder to the extent such failure materially limits or prejudices the indemnifying Party’s ability to defend or settle such claim); (b) the transfer of sole control of the defense and any related settlement negotiations to the indemnifying Party (provided that the indemnifying Party may not settle any Claim unless the settlement unconditionally releases the indemnified Party of all liability); and (c) the indemnified Party’s reasonable cooperation in the defense of such claim.

15.3. Exclusive Remedy. This Section 15 states Your sole and exclusive rights and remedies, and Julius’ entire obligation, responsibility, and liability, for infringement or claims alleging infringement.

Confidentiality

16.1. Except as otherwise provided herein, each Party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing Party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. This provision does not apply to information which (a) is or becomes publicly known or is readily ascertainable through no act or omission of the receiving Party; (b) is lawfully in the possession of the receiving Party before the disclosure took place; (c) is lawfully disclosed to the receiving Party by a third-party without restriction on disclosure; (d) was communicated by disclosing Party to an unaffiliated third-party free of any obligation of confidence; and/or (e) is independently developed by the receiving Party without use of the confidential information of the disclosing Party. Further, either Party may disclose confidential information of the other Party as required by governmental or judicial order, provided such Party gives the other Party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, You shall treat the Platform and any Intellectual Property Rights therein as confidential information and shall not disclose, disseminate, or distribute such materials to any third-party without Julius’ prior written permission. Each Party’s obligations under this Section 16 shall apply at all times during the term of this Agreement and shall survive termination of this Agreement.

Aggregated Anonymous Data

17.1. The Platform, in the normal course of operations, provides Julius with aggregated, statistical data (such as product or feature usage and functionality metrics), which is anonymized and aggregated with other such anonymized data so that it does not and cannot contain any information identifiable or attributable to You or any End User, either alone or in combination with other data (“Aggregated Anonymous Data”). To the extent that any Aggregated Anonymous Data is collected by Julius, You agree that Julius may use, store, analyze, and disclose such Aggregated Anonymous Data without Your prior written consent.

Miscellaneous

18.1. Publicity. You agree that Julius may use Your business name and logo in accordance with any publicly available trademark usage guidelines on its marketing and promotional materials for the Platform, for as long as You use the Platform.

18.2. Force Majeure. Neither Party shall be deemed to be in default of this Agreement if it is prevented, hindered or delayed in performing its obligations under this Agreement by acts, events, omissions or accidents beyond its reasonable control including strikes, lock-outs or other industrial disputes (including with respect to its staff), failure of a utility service, Internet access or transport or electronic communications networks, act of God, war, riot, civil commotion, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions; malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of equipment, fire, flood storm or default of suppliers or subcontractors.

18.3. Amendment and Waiver. The provisions in this Agreement may only be waived by a Party in writing by an express reference to this clause. No delay or neglect on a Party’s part in enforcing any provision of this Agreement is a waiver and does not in any way prejudice its right under this Agreement. A waiver by a Party of any breach of any provision of this Agreement does not constitute a general waiver of such provision.

18.4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

18.5. Relationship of the Parties. This Agreement does not give rise to any partnership, joint venture, agency or employment relationship between You and Julius.

18.6. Notices. Unless expressly stated otherwise herein, any notice, demand, request or delivery required or permitted to be given by a Party pursuant to the terms of this Agreement shall be: (y) if to You, to the email address provided, and (z) if to Julius, to support@juliusedu.com or to any other email address notified to You by Julius.

18.7. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). provided however, that either Party may assign this Agreement (and all applicable Order Forms related to Your use of the Services) upon written notice without the other Party's consent to an Affiliate or to its successor in interest in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets, provided however, that should You assign this Agreement to any competitor of Julius (whereby such determination is at the sole discretion of Julius), then Julius shall have the right to terminate this Agreement and Your use of the Services upon notice, in which case Julius shall provide You with a pro-rata refund of any prepaid but unused Fees.

18.8. Survival. For avoidance of doubt, any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.

18.9. Severability. If any provisions of this Agreement are held to be unenforceable, illegal or void in whole or in part the remaining portions of this Agreement shall remain in full force and effect.

18.10. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the Party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of this Agreement shall expressly prevail, unless such exhibit, addendum or Order Form expressly references such conflict or inconsistency, in which case the exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Customer’s purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

18.11. Governing Law. This Agreement will be governed by the laws of the State of New York, USA without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the Parties, then it shall be submitted for resolution to a state or Federal court or competent jurisdiction in New York, New York, USA, and the Parties hereby agree to submit to the jurisdiction and venue of such courts. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.