Terms of Service (Brands)

Terms of Service

Effective Date: Thu 2 Jan 2025

Introduction

Welcome to Julai.io, a digital marketing platform providing AI-powered digital marketing solutions, including ad spend optimization, multi-channel marketing campaign management, creative optimization, and on-demand access to marketing talent. The platform is designed for e-commerce brands, agencies, and freelance marketers. These Terms of Service govern your use of the Julai.io platform and Services as a Customer or an Agency. By accessing or using our platform and related services through the Julai.io-approved form or online subscription process (“Order”), you agree to be bound by these Terms. If you do not agree, you may not use the platform. In any event of a conflict or inconsistency between the terms herein and the terms of the Order, the terms of the Order shall prevail. Julai.io reserves the right to modify these Terms at any time, and continued use of the Service following such changes constitutes your acceptance of the new Terms.

Definitions

“Agency” refers to a digital marketing agency offering services through our platform.
“Agreement” or “Terms” means these terms of service and all materials and links referred to herein.
“Customer” refers to e-commerce brands using our platform whether by issuing an Order or onboarded to the Platform by an Agency.
“Julai.io”, “we,” “us,” “our” refers to Julai IO Ltd. and its affiliates.
“Platform” refers to the Julai.io digital marketing platform and all associated Services.
“Subscription Period” means the then current duration of a User’s subscription to use the Platform and Services, as specified in an applicable Order.
“Users” refers to Customers and Agencies, as applicable.
“You” or “your” refers to the user of our platform, whether a brand owner or digital marketing agency.
[“End-User Data” refers to personal data collected from the end-users of the Customer’s services through the Platform.]**
[“Data Controller” and “Data Processor” as defined under GDPR.]**
[“Subprocessor” refers to any third-party service provider engaged by Julai.io to process personal data on behalf of the Customer.]**
[“Third-Party APIs” refers to APIs provided by external platforms such as Meta, Google Ads, Shopify, Klaviyo, Stripe Connect, OpenAI, and others that Julai.io integrates with to provide its Services.]**

Services Overview

Julai.io provides via the Platform a suite of AI-powered marketing solutions, including but not limited to ad spend optimization, multi-channel marketing management, creative optimization, performance-based pricing models, and access to marketing talent on demand (the “Services”). The Company reserves the right to modify, enhance, or discontinue any aspect of the Services at any time without liability. You acknowledge that the Services are provided on an “as is” and “as available”.

To use our Platform, you must create an account and provide accurate, complete, and up-to-date information.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

Limited License

Subject to compliance with these Terms, including any usage limits on an applicable Order, Julai.io grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and Services for your internal business purposes.

You shall not:

Reproduce, modify, create derivative works from, or distribute any part of the Platform or Services;
Reverse engineer, decompile, or attempt to extract source code from the Platform or Services;
Use the Platform and Services for unlawful purposes or in violation of any applicable law or regulation;
Transmit any viruses, malware, or other harmful code through the Platform and Services.

Julai.io reserves all rights not expressly granted to you under these Terms. Unauthorized use of the Service will result in the immediate termination of your account and may subject you to legal action.

Customer hereby grants to Julai.io and the selected Agency a non-exclusive, non-transferable, revocable license to use, reproduce, and display Customer Content (as defined below) solely for the purpose of providing and promoting the services associated with the Platform. This license shall terminate automatically upon the termination or expiration of these Terms.

Fees, Payment, and Billing

In consideration for the Services and rights granted herein, Customer shall regularly pay Julai.io the fees listed in the applicable Order (“Fees”). Except as set forth herein, all Fees shall be payable in advance, based on the Services. Fees are non-refundable and payment obligations are non-cancellable. Customer shall have no right to withhold or reduce fees under the Agreement or set off any amount against fees owed for any reason, including for alleged defects in the Platform and/or Services. Notwithstanding the aforementioned, in an event of termination by Julai.io, except for a termination pursuant to Section 12.2, the foregoing shall not apply to amounts paid for the Services in advance, but which are unused on the date of termination (calculated on a pro-rata basis of the balance period between the termination date and the original term of the applicable Order).

If Customer elects to engage an Agency designated via the Platform for the purpose of managing its digital marketing campaigns, then the minimum monthly cost of digital ad campaigns managed and monitored through the Platform (“Media Spend”) shall be Ten Thousand United States Dollars (US$10,000) per month (the “Minimum Spend”). For avoidance of doubt, it is hereby clarified that if the monthly Media Spend shall be less than Minimum Spend, the Fee due to Julai.io in connection with the Media Spend managed via the Platform shall be One Thousand United States Dollars (US$1,000).

Customer shall provide Julai.io with valid and updated credit card information or alternative payment method reasonably accepted by Julai.io. [All payment transactions are processed through Stripe Connect, a third-party payment processor. By providing payment information, you authorize Stripe Connect to charge your chosen payment method for the fees associated with our Services. Julai.io does not store or have access to your payment information. All billing is handled directly by Stripe Connect in accordance with their Privacy Policy and Terms of Service.]

Payment shall be made by recurring credit card charges made on the first day of each Subscription Period. Notwithstanding anything to the contrary herein, the Fees due in consideration for Media Spend shall be due and payable on a monthly basis within 10 days from the lapse of each calendar month.

All Fees are exclusive of any applicable sales, use, value-added, or other taxes (“Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Julai.io's net income. If Julai.io has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Julai.io will invoice Customer and Customer will pay that amount unless Customer provides Julai.io with a valid tax exemption certificate authorized by the appropriate taxing authority.

Any payment not received from Customer by the due date may accrue, at Julai.io's discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

In the event that any Fees are not paid when due, Julai.io reserves the right to suspend Customer's access to the Platform and Services until such amounts are paid in full. Such suspension shall not relieve Customer of its obligation to pay any outstanding Fees.

Julai.io reserves the right to modify its fees and payment terms at any time, upon at least thirty (30) days prior written notice to Customer. Such changes will become effective on the date specified in the notice. Customer's continued use of the Services after such date will constitute acceptance of the new fees and terms.

Customer must notify Julai.io in writing of any dispute or disagreement with charged amounts within seven (7) days of the date of billing. Absent such notice, Customer shall be deemed to have agreed to the charges as invoiced. The parties shall work together in good faith to resolve any billing disputes promptly.

Julai.io shall be solely responsible for any payments due to Agencies for services provided through the Platform. Customer shall have no payment obligations to Agencies for such services, and all such payments shall be included in the Service Fee paid to Julai.io.

All Fees are payable in United States Dollars unless otherwise agreed in writing by Julai.io.

Julai.io reserves the right to audit User’s use of the Platform and compliance with these Terms. Customer shall cooperate with Julai.io's reasonable audit requests and shall promptly pay any underpaid Fees discovered in an audit.

Customer Responsibilities and Representations

Customer hereby agrees to provide Julai.io and its designated Agencies with the necessary means for accessing Customer's digital advertising accounts (including but not limited to Meta, TikTok, and Google) for the sole purpose of managing online campaigns and enabling Julai.io to provide relevant metrics and analytical information. Customer acknowledges that such access is essential for the provision of Services under these Terms.

[Customer hereby grants Julai.io the authority to access, use, and process the data of Customer's end users ("End-User Data") collected by Customer, solely for the purpose of providing and improving the Services outlined in these Terms. This grant of authority includes, but is not limited to:

(i) Collecting, storing, and analyzing End-User Data transmitted through the Platform;
(ii) Using End-User Data to optimize and personalize the Services for Customer;
(iii) Processing End-User Data as necessary to fulfill Julai.io's obligations under these Terms; and
(iv) Aggregating and anonymizing End-User Data for the purpose of improving the Platform and Services, provided that such aggregated data does not identify any individual end-user or Customer.]

Customer shall be solely responsible for maintaining the security and confidentiality of its social media account credentials. Customer agrees to promptly notify Julai.io of any unauthorized use of its account or any other breach of security. Julai.io will not be liable for any loss or damage arising from Customer's failure to comply with this security obligation.

Customer represents and warrants that it has obtained all necessary rights, licenses, consents, and permissions to use, and to authorize Julai.io and its designated Agencies to use, all content and materials provided by Customer for digital marketing campaigns (“Customer Content”). This includes, without limitation, all intellectual property rights, publicity rights, and privacy rights.

Customer agrees to comply with all applicable laws, regulations, and platform policies (including those of Meta, TikTok, Google, and other relevant platforms) in connection with its use of the Services and the provision of Customer Content.

Customer represents and warrants that all information provided to Julai.io in connection with the Services, including but not limited to account information and Customer Content, is true, accurate, current, and complete.

Customer agrees to maintain a minimum media budget of US$10,000 per month. Failure to maintain this minimum budget may result in suspension or termination of Services at Julai.io's sole discretion.

Agency Responsibilities and Representations

Agency represents and warrants that it shall provide services to Customers through the Platform in a professional manner, consistent with generally accepted industry standards.

Agency represents and warrants that all information provided to Julai.io and Customers through the Platform, including but not limited to Agency's services, expertise, and pricing, is true, accurate, current, and complete.

Agencies shall have the right to onboard their existing customers (e-commerce brands) to the Platform, subject to the payment of the fees set out in the applicable Order. To onboard an existing customer, the Agency shall:

Provide Julai.io with all necessary information about the customer as required by the Platform; and
Ensure that its customer agrees to be bound by these Terms.

Any existing customer onboarded by an Agency to the Platform shall be deemed a Customer under these Terms and shall be bound by these Terms in their entirety.

Agency agrees to comply with all applicable laws, regulations, and industry standards in providing its services through the Platform. This includes, without limitation, advertising laws, data protection laws, and consumer protection laws.

Agency agrees to maintain the confidentiality of all non-public information obtained from Customers or Julai.io in connection with the Services. Agency shall use such information solely for the purpose of providing services through the Platform and shall not disclose such information to any third party without prior written consent from the Customer or Julai.io, as applicable.

Agency agrees not to circumvent, avoid, bypass, or obviate Julai.io in any way, either directly or indirectly, to avoid payment of fees. Agency shall not solicit or accept any business outside of the Platform from any Customer which was initially introduced to Agency through the Platform for the duration of these Terms and for a period of twelve (12) months following termination.

Agency agrees that any deliverables created for Customers through the Platform shall be considered works made for hire under applicable copyright law (“Deliverables”). To the extent any such deliverables do not qualify as works made for hire, Agency hereby assigns all rights, title, and interest in such deliverables to the respective Customer.

Julai.io's Role, Responsibilities, and Rights

Julai.io shall use commercially reasonable efforts to make the Platform available to Users in accordance with these Terms. Julai.io reserves the right to modify, suspend, or discontinue the Platform or any part thereof at any time, with or without notice.

Julai.io shall provide matching services to connect Customers with suitable Agencies based on criteria determined by Julai.io in its sole discretion. While Julai.io provides the Platform to facilitate connections between Customers and Agencies, Julai.io does not guarantee any particular outcome, quality of service, or success of any engagement between a Customer and an Agency. Julai.io does not guarantee any particular match or outcome from the use of the Platform.

Julai.io shall provide analytics tools and services to optimize ad spend and facilitate data-driven decisions. The accuracy, completeness, or usefulness of such analytics, insights, recommendations, and/or forecasts (collectively, “Analytics”) provided via the Platform is not guaranteed, and Julai.io shall not be liable for any decisions made by Users based on such Analytics. Julai.io explicitly disclaims any guarantee of specific results from the use of the Platform and Services or the services provided by Agencies. Any statements about potential outcomes are estimates only and are not promises of actual performance.

Julai.io reserves the right, but has no obligation, to monitor use of the Platform and content submitted to the Platform. Julai.io may, in its sole discretion, remove or disable access to any content that violates these Terms or is otherwise objectionable, without prior notice.

Julai.io shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Platform and related systems and technologies. Julai.io shall have the right to utilize such data in any manner it deems appropriate, provided that such data is in an aggregated and anonymized form that does not identify any User.

Julai.io may use third-party services to provide certain aspects of the Platform. Use of such third-party services shall be subject to their respective terms of service, and Julai.io shall not be liable for any acts or omissions of such third-party service providers.

Julai.io is not a party to any engagement or agreement between a Customer and an Agency that may arise from or be facilitated by the use of the Platform. Julai.io's role is limited to providing the Platform and Services as described in these Terms. Julai.io shall not be responsible or liable, directly or indirectly, for any Deliverables provided by an Agency to a Customer in the course of their engagement. The quality, accuracy, timeliness, and all other aspects of such Deliverables are solely the responsibility of the Agency providing them. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between Julai.io and any Customer or Agency. Neither Customers nor Agencies have any authority to bind Julai.io in any way.

Intellectual Property

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Julai.io’s rights under this Agreement, between the parties, Customer retains all intellectual property and other rights in its intellectual property and to the Customer Content provided to Agencies and Deliverables generated by Agencies. Except for Customer’s rights under this Agreement, Julai.io and its licensors retain all intellectual property and other rights in the Platform, and in and to each and any deliverables and related Julai.io technology, templates, documentation, help files, tutorials, formats, and dashboards, including any modifications or improvements to these items made by Julai.io and the Usage Data, as defined below (the “Julai.io Materials”). If Customer and/or the Agency provides Julai.io with feedback or suggestions regarding the Platform or other Julai.io offerings, Julai.io may use the feedback or suggestions without restriction or obligation.

Julai.io may generate technical logs, data, and learnings about Customer’s and/or Agency’s use of the Platform (the “Usage Data”) and the Customer Content processed by the Platform, and use such information to operate, analyze, improve, develop, update, and support Julai.io’s products and services and for other lawful purposes. Except as required by law, Julai.io will not disclose Usage Data externally, including in benchmarks or reports except in the aggregate.

Julai.io may use User’s name and logo to identify User as a Julai.io customer of the Platform, including without limitation, on Julai.io’s public website and marketing materials. Any such use shall be subject to Julai.io’s compliance with any written guidelines that User may deliver to Julai.io regarding the use thereof. User hereby grants Julai.io a non-exclusive, worldwide, royalty-free, and fully paid-up right and license to utilize its name, logo, trademarks, and trade names for the purposes set forth above.

Privacy and Data Protection

[The Privacy Policy, available at https://www.julai.io/privacy-policy, is hereby incorporated by reference into these Terms. The Privacy Policy provides detailed information about the types of personal data we collect, how we process and protect such data, the purposes of processing, data retention periods, and your rights as a data subject. By using our Services, you acknowledge that you have read and understood the Privacy Policy.]

[Compliance with Data Protection Laws: Each party agrees to comply with all applicable data protection and privacy laws and regulations, including, without limitation, the European Union's General Data Protection Regulation (EU) 2016/679 ("GDPR"), the California Consumer Privacy Act ("CCPA"), and any other applicable laws, as amended from time to time.]**

[User Consent and Transparency:

End-User Consent: Customers must obtain all necessary consents from their end-users for the collection, processing, and transmission of End-User Data to Julai.io through Meta, Google Ads, Shopify, Klaviyo, Stripe Connect, OpenAI, and other Public APIs. Such consents must comply with all applicable data protection and privacy laws, including GDPR and CCPA.
Clear Notice: Customers must provide clear and conspicuous notice to their end-users regarding the collection, use, and sharing of their personal data, including the fact that such data may be shared with and processed by third-party service providers like Julai.io.
Withdrawal of Consent: Customers must promptly notify Julai.io of any withdrawal of consent by an end-user and cooperate with Julai.io to ensure compliance with such withdrawal, including the cessation of data processing activities related to the withdrawn consent.]**

[Data Retention and Deletion:

Retention Period: Julai.io will retain End-User Data only for as long as necessary to fulfill the purposes outlined in these Terms and the Privacy Policy.
Deletion upon Termination: Upon termination of services or at the request of the Customer, Julai.io will promptly delete or anonymize End-User Data in accordance with applicable laws and the policies of Meta, Google Ads, Shopify, Klaviyo, Stripe Connect, OpenAI, and other Public APIs.]**

[Data Processing Agreement:

To the extent that Julai.io processes any personal data (as defined under applicable law) on behalf of the User, the parties agree to enter into a separate Data Processing Agreement (DPA) in compliance with Article 28 of the GDPR. The DPA will outline the scope, nature, and purpose of processing, types of personal data, categories of data subjects, and the obligations and rights of the parties.]**

**[International Data Transfers:

If personal data is transferred outside of the jurisdiction in which it was originally collected, Julai.io will ensure that such transfers comply with applicable data protection laws, including implementing appropriate safeguards such as Standard Contractual Clauses (SCCs) or ensuring that the receiving country has an adequacy decision from the relevant authorities. Where necessary, Julai.io will implement supplementary measures to ensure that the transferred data is afforded a level of protection essentially equivalent to that guaranteed within the EEA.]**

**[Data Subject Rights:

As a User, you have the following rights regarding your personal data:

Right to Access: Obtain confirmation as to whether or not personal data concerning you is being processed, and access to such personal data.
Right to Rectification: Request correction of inaccurate personal data concerning you.
Right to Erasure ("Right to be Forgotten"): Request deletion of your personal data under certain conditions.
Right to Restrict Processing: Request the restriction of processing your personal data under certain circumstances.
Right to Data Portability: Receive the personal data concerning you, which you have provided to us, in a structured, commonly used, and machine-readable format.
Right to Object: Object to the processing of your personal data for certain purposes, including profiling and direct marketing.
Rights Related to Automated Decision-Making and Profiling: Request human intervention, express your point of view, and contest decisions resulting from automated processing, including profiling, which produce legal effects concerning you or similarly significantly affect you.

To exercise any of these rights, please contact us at:

Julai.io Ltd.

Abarbanel 43, Tel Aviv, Israel

Phone: +972-53-424-5033

Email: [email protected]]**

**[Data Security:

We implement robust security measures to protect your data against unauthorized access, alteration, disclosure, or destruction. These include encryption (using TLS/SSL), access controls, and regular security assessments such as penetration testing and vulnerability scanning.]**

**[Compliance with Third-Party API Policies:

Julai.io shall only access, use, and store data obtained through Meta, Google Ads, Shopify, Klaviyo, Stripe Connect, OpenAI, and other relevant Public APIs in strict accordance with their respective API terms of service and policies. Julai.io agrees not to use such data for any unauthorized purposes, including but not limited to:

Selling or distributing user data to third parties without explicit consent.
Creating profiles or tracking users across different platforms outside the scope of the Services.
Utilizing data in ways that violate user privacy or the policies of Meta, Google Ads, Shopify, Klaviyo, Stripe Connect, OpenAI, or other Public APIs.

Julai.io will implement appropriate technical and organizational measures to ensure the security and confidentiality of data accessed through these APIs.]**

**[Audit and Compliance:

Julai.io reserves the right to conduct periodic audits of your use of the Platform and Services to ensure compliance with these Terms and applicable Meta, Google Ads, Shopify, Klaviyo, Stripe Connect, OpenAI, and other Public API policies. You agree to cooperate fully with any such audits and provide access to necessary information and resources.]**

Third-Party Platforms and Content

The Customer may choose to use the Services with certain platform(s), publisher(s), add-on, website(s), service, or product not provided by Julai.io that Customer elects to integrate or enable for use with the Services (“Third-Party Platforms”). Third-Party Platforms are not responsible for the Services or the obligations between Julai.io and Customer pursuant to these Terms. Use of Third-Party Platforms is subject to Customer’s and/or Agency’s, as applicable, agreement with the relevant provider and not this Agreement, except where expressly agreed by a Third-Party Platform.

Third-Party Platforms cannot provide assistance with the installation or use of the Services. Julai.io does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability, or how the Third-Party Platforms or their providers use any and all data including (without limitation) Customer’s and Agency’s data. If Customer enables a Third-Party Platform to integrate or otherwise operate in connection with the Services, Customer authorizes Agency to:

Access and exchange Customer Content (including personally identifiable information) with the Third-Party Platform on Customer’s behalf; and
If required by the applicable Third-Party Platform, retain Customer Content for such time period and otherwise in accordance with the terms of the applicable Third-Party Platform.

Termination

Either party may terminate this Agreement for any reason or no reason upon thirty (30) days' prior written notice to the other party.

Julai.io may, in its sole discretion, suspend or terminate User's account and access to the Services immediately and without prior notice if:

(a) User breaches any provision of these Terms;
(b) Julai.io reasonably believes that User has violated applicable laws or regulations; or
(c) Julai.io determines, in its sole discretion, that providing the Services to User poses a risk to the Platform, Services, Julai.io, or other Users.

Upon termination of these Terms for any reason:

(a) All licenses granted hereunder shall immediately terminate;
(b) User shall immediately cease all use of the Platform and Services;
(c) Any fees owed to Julai.io shall become immediately due and payable; and
(d) Each party shall return or destroy all confidential information of the other party in its possession or control.

The provisions of Sections ‎9, ‎10, ‎11, ‎12.4, ‎13, ‎14, ‎15, and ‎16 shall survive the termination or expiration of these Terms.

Limitation of Liability

THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. JULAI.IO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. JULAI.IO DOES NOT WARRANT THAT SERVICES OR CONTENT AVAILABLE THROUGH THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE PLATFORM OR THE SERVER(S) THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. JULAI.IO DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS RELATING TO THE USE OR THE RESULTS OF THE USE OF THE PLATFORM AND SERVICES, AND ANY DELIVERABLES MADE AVAILABLE BY AGENCIES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

JULAI.IO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES PROVIDED BY AGENCIES THROUGH THE PLATFORM OR ANY DELIVERABLES RESULTING FROM SUCH SERVICES. JULAI.IO EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT WITH RESPECT TO ANY DELIVERABLES OR SERVICES PROVIDED BY AGENCIES TO CUSTOMERS.

CUSTOMER IS RESPONSIBLE FOR EVALUATING THE CAPABILITIES AND FEATURES OF THE SERVICES AND MAKING ITS OWN DETERMINATION ABOUT WHETHER CUSTOMER IS ABLE TO USE THE SERVICES IN COMPLIANCE WITH LAWS. CUSTOMER IS RESPONSIBLE FOR TAKING ALL PRECAUTIONS IT BELIEVES NECESSARY OR ADVISABLE TO PROTECT IT AGAINST ANY CLAIM, DAMAGE, LOSS, OR HAZARD THAT MAY ARISE BY VIRTUE OF ITS USE OF OR RELIANCE UPON THE PLATFORM OR THE SERVICES. JULAI.IO ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO THIRD-PARTY PLATFORMS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JULAI.IO, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT JULAI.IO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT SHALL JULAI.IO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY USER TO JULAI.IO IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN JULAI.IO AND USER.

Indemnification

Julai.io will defend Customer, its officers, directors, employees, and affiliates (“Customer Indemnified Parties”) from and against any third-party claim made against a Customer Indemnified Party to the extent alleging that the Platform or the Services, when used by Customer as authorized in these Terms, infringes such third party’s U.S. patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer Indemnified Parties against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by Julai.io resulting from the claim.

User agrees to defend, indemnify, and hold harmless Julai.io, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

(a) User's violation of these Terms;
(b) User's use of the Platform or Services, including, but not limited to, any use of the Platform's content, Services, and products other than as expressly authorized in these Terms;
(c) User's violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right;
(d) The engagement between the Customer and Agency; or
(e) Any claim that User's content caused damage to a third party.

The indemnifying party’s obligations in this Section ‎14 are subject to receiving:

(i) Prompt written notice of the claim;
(ii) The exclusive right to control and direct the investigation, defense, and settlement of the claim; and
(iii) All reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs.

The indemnifying party may not settle any claim without the indemnified party’s prior written consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service, when Julai.io is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

If the Platform becomes, or in Julai.io’s opinion is likely to become, the subject of an intellectual property infringement claim (“IP Claim”), then Julai.io may, at its sole discretion:

(a) Procure for Customer the right to continue using the Platform;
(b) Replace or modify the Platform to avoid such claim; or
(c) Terminate the affected Order upon written notice to Customer, and Customer shall be entitled to receive a pro-rated refund of any prepaid fees under such Order(s), if applicable.

Notwithstanding the foregoing, Julai.io shall have no responsibility for IP Claims resulting from or based on:

(i) User’s modification of the Platform or the Services or use of the Platform in combination with items not provided by Julai.io (including third-party platforms);
(ii) Unauthorized use of the Platform or the Services; or
(iii) If Customer settles or makes any admissions about a claim without Julai.io’s prior written consent.

This Section ‎14 states Julai.io’s entire liability, and User’s exclusive remedy, for any IP Claims.

Confidentiality

“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) that:

(i) The Disclosing Party or its representatives designates as confidential at the time of disclosure; or
(ii) Should reasonably be understood by the Receiving Party to be confidential given the nature of the information and the circumstances surrounding its disclosure.

In addition to the foregoing, Confidential Information includes, with respect to Customer, the Customer Data, marketing and business plans, and/or Customer financial information, and with respect to Julai.io:

(a) The Service and service offering terms, including, without limitation, all:some text
- (i) Computer software (both object and source code) and related documentation or specifications;
- (ii) Techniques, concepts, methods, processes, and designs embodied in or relating to the Service; and
- (iii) All application program interfaces, system security, and system architecture design relating to the Service; and
(b) Julai.io research and development, service offerings, pricing, and availability.

The Receiving Party shall not use or reproduce in any form the Disclosing Party’s Confidential Information except as required to accomplish the intent of the Agreement. Any reproduction of any Confidential Information shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends that appear on the original. With respect to the Disclosing Party’s Confidential Information, the Receiving Party:

(i) Shall protect all Confidential Information using the same degree of care the Receiving Party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care; and
(ii) Shall not disclose any Confidential Information to any third party other than to individuals whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder and who are under obligations of confidentiality substantially similar to those set forth herein.

The Disclosing Party’s Confidential Information disclosed prior to execution of the Agreement shall be subject to the protections afforded hereunder.

Confidential Information does not include information that the Receiving Party can establish:

(i) Has entered the public domain without the Receiving Party’s breach of any confidentiality obligation owed to the Disclosing Party;
(ii) Has been rightfully received by the Receiving Party from a third party without confidentiality restrictions;
(iii) Is known to the Receiving Party without confidentiality restrictions prior to first receipt by the Receiving Party from the Disclosing Party; or
(iv) Has been independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

If the Receiving Party is compelled by law or legal process to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prompt prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure.

Miscellaneous

Julai.io reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Services.

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

These Terms, together with the Order, constitute the entire agreement between Customer or Agency, as applicable, and Julai.io with respect to the subject matter herein and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, including previous non-disclosure agreements between the parties.

No failure, delay, or default in performance of any obligation of a party (other than a payment obligation) shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay, or default arises out of a cause, existing or future, that is beyond the control of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout, or other labor dispute; flood, terrorist act; war; riot; theft; epidemic, pandemic, or quarantine; earthquake, tornado, or other natural disaster; failure or diminishment of power or telecommunications or data networks or services; distributed denial of service (DDoS) or other cyberattacks; or refusal of a license by a government agency. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.

[Customer may not assign this Agreement without the prior written consent of Julai.io, not to be unreasonably withheld. Notwithstanding the above, User may assign or transfer this Agreement, without the prior written consent of Julai.io, to an affiliate or in connection with a sale or merger of all or substantially all of the User’s business or assets, provided that any such successor agrees to fulfill its obligations under this Agreement. Any unauthorized assignment by User will be void and of no force or effect.]

These Terms shall be governed by and construed in accordance with the laws of the State of Israel without reference to principles and laws relating to the conflict of laws. The competent courts of the city of Tel Aviv, Israel shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.

Terms of Service (Agency)

Effective Date: Thu 2 Jan 2025

Introduction

Definitions

“Agency” refers to a digital marketing agency offering services through our platform.
“Agreement” or “Terms” means these terms of service and all materials and links referred to herein.
“Customer” refers to e-commerce brands using our platform whether by issuing an Order or onboarded to the Platform by an Agency.
“Julai.io”, “we,” “us,” “our” refers to Julai IO Ltd. and its affiliates.
“Platform” refers to the Julai.io digital marketing platform and all associated Services.
“Subscription Period” means the then current duration of a User’s subscription to use the Platform and Services, as specified in an applicable Order.
“Users” refers to Customers and Agencies, as applicable.
“You” or “your” refers to the user of our platform, whether a brand owner or digital marketing agency.
[“End-User Data” refers to personal data collected from the end-users of the Customer’s services through the Platform.]**
[“Data Controller” and “Data Processor” as defined under GDPR.]**
[“Subprocessor” refers to any third-party service provider engaged by Julai.io to process personal data on behalf of the Customer.]**
[“Third-Party APIs” refers to APIs provided by external platforms such as Meta, Google Ads, Shopify, Klaviyo, Stripe Connect, OpenAI, and others that Julai.io integrates with to provide its Services.]**

Services Overview

To use our Platform, you must create an account and provide accurate, complete, and up-to-date information.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

Limited License

You shall not:

Reproduce, modify, create derivative works from, or distribute any part of the Platform or Services;
Reverse engineer, decompile, or attempt to extract source code from the Platform or Services;
Use the Platform and Services for unlawful purposes or in violation of any applicable law or regulation;
Transmit any viruses, malware, or other harmful code through the Platform and Services.

Fees, Payment, and Billing

In consideration for the Services and rights granted herein, [Agency] shall regularly pay Julai.io the fees listed in the applicable Order (“Fees”). Except as set forth herein, all Fees shall be payable in advance, based on the Services. Fees are non-refundable and payment obligations are non-cancellable. [Agency] shall have no right to withhold or reduce fees under the Agreement or set off any amount against fees owed for any reason, including for alleged defects in the Platform and/or Services. Notwithstanding the aforementioned, in an event of termination by Julai.io, except for a termination pursuant to Section 12.2, the foregoing shall not apply to amounts paid for the Services in advance, but which are unused on the date of termination (calculated on a pro-rata basis of the balance period between the termination date and the original term of the applicable Order).

If Customer elects to engage an Agency designated via the Platform for the purpose of managing its digital marketing campaigns, then Julai.io shall pay such Agency the fees listed in the applicable Order (the “Media Spend Fees”). Notwithstanding anything to the contrary herein, the Media Spend Fees shall be due and payable on a monthly basis within 10 days from the actual payment by the applicable Customer to Julai.io of such fees.

Agency shall provide Julai.io with valid and updated credit card information or alternative payment method reasonably accepted by Julai.io. [All payment transactions are processed through Stripe Connect, a third-party payment processor. By providing payment information, you authorize Stripe Connect to charge your chosen payment method for the fees associated with our Services. Julai.io does not store or have access to your payment information. All billing is handled directly by Stripe Connect in accordance with their Privacy Policy and Terms of Service.]

Payment shall be made by recurring credit card charges made on the first day of each Subscription Period.

All Fees are exclusive of any applicable sales, use, value-added, or other taxes (“Taxes”). [Agency is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Julai.io's net income. If Julai.io has the legal obligation to pay or collect Taxes for which Agency is responsible under this section, Julai.io will invoice Agency and Agency will pay that amount unless Agency provides Julai.io with a valid tax exemption certificate authorized by the appropriate taxing authority.]

Any payment not received from [Agency] by the due date may accrue, at Julai.io's discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

In the event that any Fees are not paid when due, Julai.io reserves the right to suspend [Agency's] access to the Platform and Services until such amounts are paid in full. Such suspension shall not relieve [Agency] of its obligation to pay any outstanding Fees.

Julai.io reserves the right to modify its fees and payment terms at any time, upon at least thirty (30) days prior written notice to [Agency]. Such changes will become effective on the date specified in the notice. [Agency's] continued use of the Services after such date will constitute acceptance of the new fees and terms.

[Agency] must notify Julai.io in writing of any dispute or disagreement with charged amounts within seven (7) days of the date of billing. Absent such notice, [Agency] shall be deemed to have agreed to the charges as invoiced. The parties shall work together in good faith to resolve any billing disputes promptly.

Julai.io shall be solely responsible for any payments due to Agencies for services provided through the Platform. [Customer shall have no payment obligations to Agencies for such services, and all such payments shall be included in the Service Fee paid to Julai.io.]

All Fees are payable in United States Dollars unless otherwise agreed in writing by Julai.io.

Julai.io reserves the right to audit User's use of the Platform and compliance with these Terms. [Agency] shall cooperate with Julai.io's reasonable audit requests and shall promptly pay any underpaid Fees discovered in an audit.

Customer Responsibilities and Representations

(i) Collecting, storing, and analyzing End-User Data transmitted through the Platform;
(ii) Using End-User Data to optimize and personalize the Services for Customer;
(iii) Processing End-User Data as necessary to fulfill Julai.io's obligations under these Terms; and
(iv) Aggregating and anonymizing End-User Data for the purpose of improving the Platform and Services, provided that such aggregated data does not identify any individual end-user or Customer.]

Customer agrees to maintain a minimum media budget of US$10,000 per month. Failure to maintain this minimum budget may result in suspension or termination of Services at Julai.io's sole discretion.

Agency Responsibilities and Representations

Agency represents and warrants that it shall provide services to Customers through the Platform in a professional manner, consistent with generally accepted industry standards.

Provide Julai.io with all necessary information about the customer as required by the Platform; and
Ensure that its customer agrees to be bound by these Terms.

Any existing customer onboarded by an Agency to the Platform shall be deemed a Customer under these Terms and shall be bound by these Terms in their entirety.

Julai.io's Role, Responsibilities, and Rights

Intellectual Property

Privacy and Data Protection

[The Privacy Policy, available at https://www.julai.io/privacy-policy, is hereby incorporated by reference into these Terms. User acknowledges and agrees that any information provided to or collected by Julai.io in connection with the Services shall be subject to the Privacy Policy.]

[Compliance with Data Protection Laws: Each party agrees to comply with all applicable data protection laws and regulations, including without limitation, the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and the California Consumer Privacy Act (“CCPA”), as may be amended from time to time.]**

[User Consent and Transparency:

End-User Consent: Customer represents and warrants that (i) it has obtained all necessary rights, consents, and permissions from its end-users for the collection, processing, and transmission of End-User Data to Julai.io through the Platform; (ii) Such consents are in compliance with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), where applicable; (iii) It has provided clear and conspicuous notice to its end-users regarding the collection, use, and sharing of their personal data, including the fact that such data may be shared with and processed by third-party service providers like Julai.io; and (iv) It will promptly notify Julai.io of any withdrawal of consent by an end-user and cooperate with Julai.io to ensure compliance with such withdrawal.]**

**[Data Retention and Deletion:

Retention Period: Julai.io will retain End-User Data only for as long as necessary to fulfill the purposes outlined in these Terms and the Privacy Policy.
Deletion upon Termination: Upon termination of services or at the request of the Customer, Julai.io will promptly delete or anonymize End-User Data in accordance with applicable laws and the policies of Meta, Google Ads, Shopify, Klaviyo, Stripe Connect, OpenAI, and other Public APIs.]**

**[Data Processing Agreement:

To the extent that Julai.io processes any personal data (as defined under applicable law) on behalf of User, the parties agree to enter into a separate data processing agreement in compliance with Article 28 of the GDPR.]**

Third-Party Platforms and Content

The Customer may choose to use the Services with certain platform(s), publisher(s), add-on, website(s), service or product not provided by Julai.io that Customer elects to integrate or enable for use with the Services (“Third-Party Platforms”). Third-Party Platforms are not responsible for the Services or the obligations between Julai.io and Customer pursuant to these Terms. Use of Third-Party Platforms is subject to Customer’s and/or Agency’s, as applicable, agreement with the relevant provider and not this Agreement, except where expressly agreed by a Third-Party Platform, Third-Party Platform cannot provide assistance with the installation or use of the Services. Julai.io does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability or how the Third-Party Platforms or their providers use any and all data including (without limitation) Customer’s and Agency’s data. If Customer enables a Third-Party Platform to integrate or otherwise operate in connection with the Services, Client authorizes Agency to:

Access and exchange Customer Content (including personally identifiable information) with the Third-Party Platform on Customer’s behalf; and
If required by the applicable Third-Party Platform, retain Customer Content for such time period and otherwise in accordance with the terms of the applicable Third-Party Platform.

Termination

Either party may terminate this Agreement for any reason or no reason upon thirty (30) days' prior written notice to the other party.

Julai.io may, in its sole discretion, suspend or terminate User's account and access to the Services immediately and without prior notice if:

(a) User breaches any provision of these Terms;
(b) Julai.io reasonably believes that User has violated applicable laws or regulations; or
(c) Julai.io determines, in its sole discretion, that providing the Services to User poses a risk to the Platform, Services, Julai.io, or other Users.

Upon termination of these Terms for any reason:

(a) All licenses granted hereunder shall immediately terminate;
(b) User shall immediately cease all use of the Platform and Services;
(c) Any fees owed to Julai.io shall become immediately due and payable; and
(d) Each party shall return or destroy all confidential information of the other party in its possession or control.

The provisions of Sections ‎9, ‎10, ‎11, ‎12.4, ‎13, ‎14, ‎15, and ‎16 shall survive the termination or expiration of these Terms.

Limitation of Liability

Indemnification

(a) User's violation of these Terms;
(b) User's use of the Platform or Services, including, but not limited to, any use of the Platform's content, Services, and products other than as expressly authorized in these Terms;
(c) User's violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right;
(d) The engagement between the Customer and Agency; or
(e) Any claim that User's content caused damage to a third party.

The indemnifying party’s obligations in this Section ‎14 are subject to receiving:

(i) Prompt written notice of the claim;
(ii) The exclusive right to control and direct the investigation, defense, and settlement of the claim; and
(iii) All reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs.

If the Platform becomes, or in Julai.io’s opinion is likely to become, the subject of an intellectual property infringement claim (“IP Claim”), then Julai.io may, at its sole discretion:

(a) Procure for Customer the right to continue using the Platform;
(b) Replace or modify the Platform to avoid such claim; or
(c) Terminate the affected Order upon written notice to Customer, and Customer shall be entitled to receive a pro-rated refund of any prepaid fees under such Order(s), if applicable.

Notwithstanding the foregoing, Julai.io shall have no responsibility for IP Claims resulting from or based on:

(i) User’s modification of the Platform or the Services or use of the Platform in combination with items not provided by Julai.io (including third-party platforms);
(ii) Unauthorized use of the Platform or the Services; or
(iii) If Customer settles or makes any admissions about a claim without Julai.io’s prior written consent.

This Section ‎14 states Julai.io’s entire liability, and User’s exclusive remedy, for any IP Claims.

Confidentiality

“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) that:

(i) The Disclosing Party or its representatives designates as confidential at the time of disclosure; or
(ii) Should reasonably be understood by the Receiving Party to be confidential given the nature of the information and the circumstances surrounding its disclosure.

(a) The Service and service offering terms, including, without limitation, all:some text
- (i) Computer software (both object and source code) and related documentation or specifications;
- (ii) Techniques, concepts, methods, processes, and designs embodied in or relating to the Service; and
- (iii) All application program interfaces, system security, and system architecture design relating to the Service; and
(b) Julai.io research and development, service offerings, pricing, and availability.

(i) Shall protect all Confidential Information using the same degree of care the Receiving Party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care; and
(ii) Shall not disclose any Confidential Information to any third party other than to individuals whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder and who are under obligations of confidentiality substantially similar to those set forth herein.

The Disclosing Party’s Confidential Information disclosed prior to execution of the Agreement shall be subject to the protections afforded hereunder.

Confidential Information does not include information that the Receiving Party can establish:

(i) Has entered the public domain without the Receiving Party’s breach of any confidentiality obligation owed to the Disclosing Party;
(ii) Has been rightfully received by the Receiving Party from a third party without confidentiality restrictions;
(iii) Is known to the Receiving Party without confidentiality restrictions prior to first receipt by the Receiving Party from the Disclosing Party; or
(iv) Has been independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Miscellaneous

[Agency may not assign this Agreement without the prior written consent of Julai.io, not to be unreasonably withheld. Notwithstanding the above, User may assign or transfer this Agreement, without the prior written consent of Julai.io, to an affiliate or in connection with a sale or merger of all or substantially all of the User’s business or assets, provided that any such successor agrees to fulfill its obligations under this Agreement. Any unauthorized assignment by User will be void and of no force or effect.]

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