Terms of Use

These website terms of use (“Terms”) are entered into by and between you and Joulent Inc. and its affiliates (“Joulent”, “we”, “us,” or “our”) and govern your access to and use of our websites that link to these Terms, and all services, features, content, materials, tools, and functionality provided by us in connection with our websites (collectively, the “sites”). The term “you,” as used in these Terms, means any person or entity who accesses or uses the sites.

Please read the following Terms carefully as they affect your legal rights. These Terms contain an arbitration agreement that requires the use of arbitration on an individual basis to resolve disputes rather than jury or any other court proceedings, or class actions of any kind. The arbitration agreement is set forth in the “Arbitration Agreement” section below.

By using the sites, you accept and agree to be bound and abide by these Terms. If you do not accept these Terms, please do not access or use the sites. If you are an individual accessing or using the sites on behalf of, or for the benefit of any company, partnership, or other entity with which you are associated (an “organization”), then you are agreeing to these Terms on behalf of yourself and such organization, and you represent and warrant that you have the legal authority to bind such organization to these Terms. References to “you” and “your” in these Terms will refer to both the individual using the sites and to any such organization.

CHANGES TO THE TERMS

We may revise and update these Terms from time to time in our sole discretion, provided that such changes do not violate applicable law. All changes are effective immediately when we post them, and your continued use of the sites following the posting of revised Terms means that you accept and agree to the changes.

ACCESSING THE WEBSITE

We reserve the right to terminate, alter, or amend the sites, and any service, content, or material we provide on the sites, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the sites is unavailable at any time or for any period.

INTELLECTUAL PROPERTY RIGHTS

The sites and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Joulent, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. All rights not specifically granted herein are reserved by Joulent.

These Terms permit you to use the sites for your personal or internal business use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our sites except for your internal business use. If we provide social media features, you may take such actions as are enabled by such features. You must not seek to reverse engineer, disassemble, or otherwise derive any source code, algorithms, or proprietary structures of or used by the sites.

No right, title or interest in or to the sites or any content on the sites is transferred to you under any circumstances, and all rights not expressly granted are reserved by Joulent. Any use of the sites not expressly permitted by these Terms is a breach of these Terms and may violate copyright, intellectual property, and other laws.

TRADEMARKS

All trademarks, service marks, logos, and trade names appearing on the sites, whether registered or not (including but not limited to the word mark “Joulent,” and all associated logos; the “Marks”) are and remain the exclusive property of Joulent or its licensors (as applicable) and are protected by applicable intellectual property and trademark laws. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify any of the Marks in any way, including in advertising or publicity, without Joulent’s prior express written consent, which shall be in Joulent’s sole discretion. The use of any of the Marks on any other website is prohibited without the prior express written consent of Joulent.

PROHIBITED USES

You may use the sites only for lawful purposes and in accordance with these Terms. You agree not to use the sites:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
To impersonate or attempt to impersonate Joulent, a Joulent employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the sites, or which, as determined by us, may harm Joulent or users of the sites or expose them to liability.
For purposes of monitoring the sites’ availability, performance, or functionality, or for any other benchmarking or competitive purposes.

Additionally, you agree not to:

Use the sites or any device, software or routine that could disable, overburden, damage, or impair the proper working of the sites or interfere with any other party’s use of the sites, including their ability to engage in real time activities through the sites.
Modify copies of any materials from the sites.
Use any illustrations, photographs, video, or audio sequences or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the sites.
Use any robot, spider, or other automatic device, process, or means to access the sites for any purpose, including monitoring, scraping, or copying any of the materials on the sites.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the sites, the server on which the sites is stored, or any server, computer, or database connected to the sites.
Attack the sites via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the sites.

NO RELIANCE ON INFORMATION POSTED

While we may periodically update or correct information presented on the sites, and such information, or other information on the sites, may include typographical errors and/or technical inaccuracies and/or omissions. We make no representation or warranty as to the accuracy of any information on the sites and expressly disclaim any such representation or warranty, or any obligation to update such information. We also reserve the right to make additions, deletions, or modifications to any information at any time and from time to time without any prior notice.

PRIVACY

Our Privacy Policy describes our collection, use and disclosure of personal information in connection with the sites. By using the sites you agree to the collection, use, and disclosure practices in our Privacy Policy .

THIRD PARTY WEBSITE LINKS AND OTHER INFORMATION; SOCIAL MEDIA

The sites may contain links to websites that are owned or controlled by third parties and that are not within Joulent’s control, which are for your convenience only. The sites you can link to have their own separate terms and conditions and privacy policies, which we encourage you to review prior to using such sites. We are not responsible and cannot be held liable for the content of, or your activities on or with respect to, these third-party sites. You therefore visit, access, and use these sites entirely at your own risk.

The sites may include content and/or materials provided by third parties. All statements and/or opinions expressed in such content and/or materials are solely the opinions and the responsibility of the person or entity providing such content and/or materials and do not necessarily reflect the opinion of Joulent. We are not responsible, or liable to you or any third party, for the content or accuracy of any content or materials provided by any third party.

The sites may include features that operate in conjunction with certain third-party social networking websites that you visit such as Facebook, Instagram, YouTube, or others (“Social Network Features”). While your use of the Social Network Features is governed by these Terms, your access and use of third-party social networking sites is governed by the terms of each such third party site. You are responsible for ensuring that your use of those sites complies with any applicable terms of service or other agreements.

EXPORT CONTROLS

You may not use, export, re-export, import, sell, transfer, or proxy our sites or any content thereon unless such activity is permitted by these terms and such activity is not prohibited by United States law, the laws of the jurisdiction in which you access our sites, or any other applicable laws and regulations. In particular, but without limitation, the sites and/or any content thereon may not be exported, re-exported, or made available in any manner to (a) any U.S. embargoed countries or (b) anyone on the U.S. treasury department's list of specially designated nationals or the U.S. Department of Commerce Denied Person's List or Entity List.

By using our sites, you represent and warrant that you and any ultimate beneficiary of the use of our sites are not located in any such country or on any such list. You also agree that you will not use our sites for any purposes prohibited by U.S. law.

DISCLAIMER OF WARRANTIES

YOUR USE OF THE SITES, THEIR CONTENT, AND ANY SERVICES OBTAINED THROUGH THE SITES IS AT YOUR OWN RISK. THE SITES, THEIR CONTENT, AND ANY SERVICES OBTAINED THROUGH OR IN CONNECTION WITH THE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEITHER JOULENT NOR ANY PERSON ASSOCIATED WITH JOULENT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITES. WITHOUT LIMITING THE FOREGOING, NEITHER JOULENT NOR ANYONE ASSOCIATED WITH JOULENT REPRESENTS OR WARRANTS THAT THE SITES, THEIR CONTENT, OR ANY SERVICES OBTAINED THROUGH OR IN CONNECTION WITH THE SITES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITES OR THE SERVERS THAT MAKE THE SITES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITES OR ANY SERVICES OBTAINED THROUGH OR IN CONNECTION WITH THE SITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. JOULENT IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS OR OTHER INACCURACIES ON THE SITES. WHILE JOULENT ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITES SAFE, JOULENT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT OUR SITES OR THEIR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

IN THE EVENT OF ANY PROBLEM WITH THE SITES OR THEIR CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE ACCESSING AND USING THE SITES AND THEIR CONTENT.

LIMITATION ON LIABILITY

IN NO EVENT WILL JOULENT, ITS AFFILIATES, OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OR OTHER REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE SITES OR SUCH OTHER WEBSITES OR ANY SERVICES OBTAINED THROUGH OR IN CONNECTION WITH THE SITES OR SUCH OTHER WEBSITES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, OR EMOTIONAL DISTRESS, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to indemnify, defend, and hold Joulent (and its affiliates and its and their licensors, service providers, employees, agents, officers, directors, members, managers, and other representatives) harmless from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys’ fees, brought by a third party arising out of or related to (a) your use or misuse of the sites; (b) any violation of applicable law or the rights of any other person or entity by you; or (c) any breach or violation by you of these Terms.

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SEVERABILITY; WAIVER

If any provision of these Terms is held unlawful, void, or for any reason unenforceable, then that provision is deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms will in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms is not construed as a continuing waiver of other breaches of the same or other provisions of these Terms.

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ARBITRATION; CLASS ACTION WAIVER

Please read the following arbitration agreement in this Section 14 (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Joulent unless you opt out as described below and limits the manner in which you can seek relief from us.

(a) Applicability of Arbitration Agreement

You agree that any dispute or claim relating in any way to your access or use of the sites, Joulent’s marketing or advertising practices, to the collection of information on the sites, to the sharing of information through the sites, or to any aspect of your consumer relationship with Joulent (unless otherwise governed by a separate agreement), will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, nonrepresentative) basis; and (2) you or Joulent may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose, accrued, or were asserted before the effective date of this Arbitration Agreement or any prior version of this Arbitration Agreement.

IF YOU AGREE TO ARBITRATION WITH JOULENT, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST JOULENT ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST JOULENT ONLY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

(b) Arbitration Rules and Forum

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim and the relief sought to Joulent. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the applicable AAA rules. If AAA is not available to arbitrate, the parties will select an alternative arbitral forum.

The place and manner of the arbitration shall be governed by AAA’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

The arbitrator, and not any federal, state, or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Joulent. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Joulent.

(d) Waiver of Jury Trial

YOU AND JOULENT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Joulent are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

(e) Waiver of Class or Consolidated Actions

YOU AND JOULENT AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor Joulent is entitled to arbitration and instead claims and disputes shall be resolved in a court.

(f) 30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address within thirty (30) days after first becoming subject to this Arbitration Agreement: Joulent, Attn: Arbitration Opt-Out, legal@joulent.com. Your notice must include your name, address, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

(g) Severability

Subject to Section 14(e), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

(h) Survival of Agreement

This Arbitration Agreement will survive the termination of your relationship with Joulent.

GOVERNING LAW

These Terms are governed by the laws of the State of Texas without giving effect to any principles of conflict of law.

YOUR COMMENTS AND CONCERNS

All feedback, comments, requests for technical support and other communications relating to the sites should be directed to: info@joulent.com.

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