JuliusWorks, Inc. dba
Julius Last Updated: October 5, 2020.

1. Acceptance of Terms

  1. The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Terms of Service” or “TOS”), are entered into by and between you (the “End User,” “Licensee,” “you” or “your”) and JuliusWorks, (the “Organization,” “Julius,” “we”, “us” and “our”). Julius provides its Service (as defined below) to you through its web site located at http://www.juliusworks.com// (the “Site”), subject to this TOS and the terms of your Master Service Agreement manually executed between you and Julius (the “Agreement”).
    1. Documents incorporated by reference herein:
      1. Agreement
      2. Privacy Policy
  2. By accepting this TOS or by accessing or using the Site or Services, or otherwise visiting and navigating the Site or Services, you acknowledge that you have read, understood, and agree to be legally bound by and comply with the terms and conditions in this TOS and the terms of our Privacy Policy. In the event of a conflict of terms between this TOS and your Agreement, the terms of your Agreement shall govern your relationship solely with respect to any such conflicting terms. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you cannot use the Service. As part of the registration process, you will identify one or more administrative user names and passwords for your account (the “Account”).
  3. Julius may change this TOS from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your Account or by posting a notice on the Site. You can review the most current version of this TOS at any time at https://hyprbrands.com/terms-of-service/. The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Site after that date, your use will constitute acceptance of the revised terms and conditions.

2. Description of Services & Definitions

Julius is in the business of providing information and tools relating to digital influencers, public figures and celebrities, accessible at juliusworks.com (together with any other websites through which Julius makes such information and tools available, the “Site”) as well as related services to assist you in utilizing the Site and completing successful marketing campaigns (the “Services”). Any new features added to or augmenting the Service are also subject to this TOS.

    1. “Content” means text, graphics, images, music, software, audio, video, information or other materials.
    2. “Influencer” means an individual or entity whose profile appears on the Site.
    3. “Julius Content” means all Content that Julius makes available through the Site, including any Content licensed from a third party, or content an Influencer posts, uploads, publishes, submits or transmits to be made available through the Site.
    4. “User” means any individual who accesses the Site and Services under your license.
    5. “User Campaign Data” means Content that a User submits related to User’s work on a potential or actual campaign which may include direct messages to Influencers, agents or others, and notes, labels, figures or other data relevant to that campaign.
    6. “Metadata” is anonymized and aggregated metadata derived from User Campaign Data.
    7. “Non-Campaign Content” means Julius Content and Metadata.
    8. “Total Content” means Julius Content, Metadata, and User Campaign Data.

3. General Conditions / Access and Use of the Site & Service

      1. Term of Agreement and Termination.The “Term” of your Agreement shall be the period beginning on the Effective Date until the Agreement is terminated as provided in your Agreement.
      2. Independent Contractor and Non-Exclusivity. The performance by Julius of its duties and obligations under this Agreement shall be that of an independent contractor, and nothing herein shall create or imply an agency or employment relationship between Julius and you. This Agreement shall not be deemed to constitute a joint venture or partnership between the parties hereto. Julius may provide Site and perform Services for, or be employed by such additional customers, you or employers as Julius, in Julius’ sole discretion, considers appropriate.
      3. Prohibited Activities. You represent, covenant and agree that you will not engage in any of the following, Prohibited Activities:
          1. Sharing of authorized logins is strictly prohibited. Login sharing is detected by a weighted, multi-trigger security system. Not a single one of these alerts has enough weighting to indicate login sharing. It is only when a certain combination of alerts is triggered that the subscriber’s account will deactivate at which point they will receive an email notification with instructions on resetting their password to regain access. Should there be multiple instances of login sharing, all logins associated with the account will be deactivated. To reactivate an account, you will be required to purchase an additional login.
          2. The modification, adaptation, disassembly, de-compilation, translation, reverse engineering or other attempt to discover the source code or structure, sequence and organization of the Site or Services.
          3. Use data mining, robots, screen scraping, or other similar data gathering or extraction tools on the Site.
          4. Use framing techniques to enclose trademark, logo, or other proprietary information (including images, text, page layout, or form).
          5. Use any meta tags or any other “hidden text” utilizing Julius’ name or trademarks.
          6. Use the Site or Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Site, Services, or any networks or security systems of Julius or its service providers, or otherwise interfere with others’ use of the Site or Services.
          7. The removal, obscuring or changing of any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Services, Site or any Content (as defined below).
          8. The submission of any Content or material that expresses or implies that such Content or material is sponsored or endorsed by Julius.
          9. The use of the Site or Services to violate the security of any computer network or to transfer or store illegal material.
          10. The use of the Site or Services or the delivery of any Content in violation of any applicable local, state, provincial, national, or other law or regulation, or any order of a court, including the securities laws, intellectual property laws, right of privacy or publicity laws.
          11. The use of the Site or Services to recruit or otherwise solicit any Influencer or other customer to join third party services or websites that are competitive to Julius, without Julius’ prior written approval.
          12. The use of the Site or Services to impersonate any person or entity, or falsify or otherwise misrepresent you or your affiliation with any person or entity

4. Data Rights

      1. Site, Services, and Non-Campaign Content. The Site, Services, and Non-Campaign Content are the property of Julius or its Content providers, and are protected by all applicable copyright, trademark and other laws of the United States and foreign countries. you acknowledges and agrees that the Site, Services and Non-Campaign Content, including all associated intellectual property rights, are the exclusive property of Julius and its licensors. Any reproduction, modification, copying, or distribution of the Site, Services or Non-Campaign Content whatsoever without Julius’ express written permission is strictly prohibited. you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, or Non-Campaign Content. Subject to your compliance with the terms and conditions of this Agreement, Julius may grant you a limited, non-exclusive, non-transferable license, to access and view any Non-Campaign Content to which you are permitted access. You have no right to sublicense the license rights granted in this section. you will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Services, or Non-Campaign Content. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Julius or its licensors, except for the licenses and rights expressly granted in the Agreement. You acknowledge that Julius grants no right or license to any use of any Influencer’s name, photographs, likeness, facsimile signature or voice for any commercial use, and nothing contained in this Agreement or elsewhere on the Site shall be construed to grant you such right or license.
        1. User Campaign Data. Julius will access User Campaign Data to the extent necessary to resolve service issues or otherwise address a User’s questions or requests. Julius may also access User Campaign Data as necessary to inform product development and improve customer service generally. The you, and not Julius, is solely responsible for the accuracy, completeness and maintenance of any User Campaign Data and any decisions or actions taken based on the display or manipulation of such data on the Site.
      2. Accuracy and Availability of Information While Julius uses commercially reasonable efforts to provide accurate information, Julius gives no warranty or representation as to the accuracy of the Content displayed on the Site. Julius’ estimated Influencer pricing may not have been confirmed by Influencers or Influencer’s representation and does not constitute a guarantee of pricing. If you choose to rely on any information contained on the Site when making any decision, you do so entirely at your own risk. Julius reserves the right to change, withdraw or delete information from the Site at any time.

5. Privacy Policy

Julius’ practices related to the collection, use, and storage of User information, are found in the Julius Privacy Policy (the “Privacy Policy”) incorporated by reference herein as Exhibit A.

6. Disclaimers

      1. If you choose to utilize the Site or Services, you do so at your sole risk.
      2. Julius, together with its subsidiaries, officers, directors, employees, agents and affiliates:

            1. Provides the Site, Services and Total Content “as is” without warranty or any kind, either express or implied.
            2. Explicitly disclaims any warranties of merchantability, fitness for a particular purpose, quiet employment or non-infringement, and any warranties arising out of course of dealing or usage of trade.
            3. Makes no warranty that the Site, Services or Total Content will meet your requirements or be available on an uninterrupted, secure or error-free basis.
            4. Makes no warranty regarding the quality of any Services or Total Content, or the accuracy, truthfulness, completeness or reliability of any Content obtained through the Site or Services.
            5. Assumes no responsibility for any unauthorized access to or use of Julius’ secure servers and any and all personal information or financial information stored therein, for any interruption or cessation of transmission to or from the Site or Services, for bugs, viruses, trojan horses or the like which may be transmitted to or through the Site or Services by any third party, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Site during the course of the your use.
            6. Does not create any warranty through the provision of advice or information on the Site or Services, whether written or oral.
            7. Does not make any attempt to verify the statements of any User or the information Users submit to the Site.
      3. You agree to the following:
            1. You are solely responsibility for its own communications and interactions with Influencers.
            2. You will take reasonable precautions in all communications and interactions with Influencers particularly if you decide to meet offline or in person with such individuals.

7. Limitation of Liability

      1. You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Site, Services or Total Content, remains with you. Neither Julius nor its subsidiaries, officers, directors, employees, agents and affiliates, or any other party involved in creating, producing or delivering the Site, Services or Total Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with this Agreement, from the use of or inability to use the Site, Services or Total Content, from any communications, interactions or meetings with Influencers or other customers of the Site, Services or Total Content, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Julius has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed its essential purpose. In no event will Julius’ aggregate liability arising out of or in connection with the Agreement and your use of the Site or Services exceed the amounts you have paid in the twelve (12) month period prior to the event giving rise to the liability or one thousand dollars ($1,000) if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Julius and you.
      2. Indemnification. You agree to release, defend, indemnify, and hold Julius and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:

            1. Your access to or use of the Site, Services, or Total Content in violation of the terms of this Agreement.
            2. EYour violation of any third-party right, including, without limitation, any copyright, property or privacy right.
            3. Your Content including, without limitation, any claim that your Content caused damage to a third party.
            4. Your interaction with any other customer or User.
            5. Your interaction with or booking of any Influencer including, but not limited to, any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a booking.
      3. External Links. The Site may contain links to third-party websites or resources. You acknowledge and agree that Julius is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Julius of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.
            1. YouTube: Our platform connects to the YouTube API. For links to YouTube’s Terms of Service and Google’s Privacy Policy, please see below.
              1. YouTube Terms of Service: https://www.youtube.com/static?template=terms
              2. Google Privacy Policy: https://policies.google.com/privacy?hl=en-US

8. Governing Law

    1. This Agreement is governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof. Any dispute or claim relating in any way to your visit to the Site or to products or services sold or distributed by Julius or through the Site will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of the Agreement as a court would. Julius and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration Julius and you each waive any right to a jury trial. Julius and you also both agree that Julius or you may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
    2. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the written consent of Julius, but may be assigned by Julius without restriction.

9. Miscellaneous

This TOS, together with (i) your Agreement, including any associated SOW, (ii) the Privacy Policy and (iii) any other legal notices published by Julius on the Site or this TOS, shall constitute the entire agreement between you and Julius concerning the Site and your use of the Services. If any provision of the terms herein is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. No waiver of any one provision set forth herein shall be deemed a further or continuing waiver of such provision or any other provision, and Julius’ failure to assert or enforce any right or provision under the Agreement shall not constitute a waiver of such right or provision.

Exhibit A: Privacy Policy