Terms of Service
Updated: September 12th, 2024
Author: Office of Compliance
Journey Trusted Identity Platform
THESE TERMS OF SERVICE ARE MADE AND ENTERED INTO BY AND BETWEEN JOURNEY.AI, INC., A DELAWARE CORPORATION, LOCATED AT 1001 BANNOCK STREET, SUITE 522, DENVER, COLORADO 80204 ("JOURNEY"), AND THE CORPORATION, COMPANY, OR OTHER BUSINESS ENTITY ("SUBSCRIBER") ACCEPTING THESE TERMS OF SERVICE OR OTHERWISE USING OR ACCESSING THE JOURNEY PLATFORM (AS DEFINED HEREIN) OR UTILIZING JOURNEY SERVICES. JOURNEY AND SUBSCRIBER ARE EACH SOMETIMES REFERRED TO HEREIN AS "PARTY" AND COLLECTIVELY AS THE "PARTIES."
SUBSCRIBER REPRESENTS THAT IT HAS AUTHORIZED THE PERSON ACCEPTING THESE TERMS TO BIND SUBSCRIBER TO THESE TERMS. THE PERSON ACCEPTING THESE TERMS ON SUBSCRIBER'S BEHALF REPRESENTS THAT THEY HAVE READ THESE TERMS IN FULL AND HAVE FULL LEGAL AUTHORITY TO LEGALLY BIND SUBSCRIBER TO THESE TERMS. SUCH PERSON'S ONLINE OR OTHER ELECTRONIC ACCEPTANCE OF THESE TERMS WILL HAVE THE SAME LEGAL EFFECT AS IF THEY WERE PROVIDING A HANDWRITTEN SIGNATURE OF ACCEPTANCE.
BY EXECUTING THESE TERMS (OR AN ORDER FORM INCORPORATING THESE TERMS), CLICKING/CHECKING THE "AGREE" BOX, OR ACCESSING THE JOURNEY PLATFORM, SUBSCRIBER AGREES TO BE BOUND BY THESE TERMS OF SERVICE, AND ALL EXHIBITS, ACCEPTED ORDER FORMS, AND DOCUMENTS AND POLICIES INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY ALL OF THE FOREGOING CONSTITUTE THESE "TOS"). DO NOT ACCEPT OR EXECUTE THESE TOS, OR ACCESS OR USE THE JOURNEY PLATFORM OR ASSOCIATED SOFTWARE, TOOLS, AND SERVICES IF YOU DO NOT AGREE WITH THESE TOS.
1. DEFINITIONS:
The following terms have the meanings specified below.
- "Affiliate" means any entity that directly or indirectly is in control of, is controlled by, or is under common control with a Party, where "control" means having more than 50% ownership or the right to direct the management of the entity.
- "Authorized User" means Subscriber's authorized employees, consultants, contractors, agents, and any other individuals who are authorized by Subscriber to access and use the Journey Platform.
- "Business Day" means Monday through Friday, excluding public and Journey designated holidays.
- "Content" means information, data, and other content, in any form or medium, that is submitted, published, posted, or otherwise provided by or on behalf of Subscriber, Subscriber's Authorized Users, or Subscriber Customers to be transmitted through the Journey Platform.
- "Documentation" means Journey's user guides and documentation relating to the Journey Platform that Journey makes generally available to subscribers through the Website for use with the Journey Platform. The Documentation is updated from time to time by Journey.
2. ACCESS, USE AND RESTRICTIONS
2.1 Ordering Specifics:
Subscriber may subscribe for a license to access and use the Journey Platform under an Order Form. Order Forms are subject to acceptance by Journey. Accepted Order Forms will be governed by these TOS. All other terms and conditions contained in any Subscriber purchase order or other document not expressly referenced in these TOS will have no effect. In the event of any inconsistency or conflict between these TOS and an Order Form, the terms of the Order Form shall prevail.
2.2 Changes to these TOS
Subscriber's use of and access to the Journey Platform is governed by these TOS which are posted at https://journeyid.com/terms-of-service-agreement/ or such successor site as designated by Journey. Journey may modify these TOS at any time in its sole discretion by posting updates to these TOS at the designated site.
13. GENERAL
13.1 Independent Contractor
The Parties are independent contractors. These TOS do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
13.2 Language
These TOS are in the English language. Versions in any other language will be for accommodation only, and only the English language version will be binding upon the Parties hereto.
13.3 Export Restrictions
Subscriber acknowledges that the Journey Platform, or portions thereof, may be subject to the export control laws of the United States. Subscriber will not export, re-export, divert, transfer, or disclose any portion of the Journey Platform, Journey Technology, or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.
13.4 Force Majeure
Except for payment obligations, neither Party will be responsible for failure of performance due to causes beyond its reasonable control. Such causes include (without limitation) accidents, severe weather events, acts of God, labor disputes, actions of any government agency, epidemic, pandemic, shortage of materials, acts of terrorism, unavailability of third-party hosting services, or the stability or availability of the Internet or connectivity outside of the control of a Party.
13.5 Governing Law
These TOS shall be governed by and construed in accordance with the laws of the state of New York without regard to its conflict of law principles and expressly excludes the United Nations Convention on the International Sale of Goods. All proceedings related to these TOS shall be conducted in English. Unless otherwise agreed to by the Parties in writing, the Parties hereto agree that the state courts of New York and federal courts of New York shall be the proper, and exclusive, forums for any legal controversy arising in connection with these TOS, and the Parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of such courts for such purposes.
13.6 Entire Agreement
These TOS constitute the entire agreement between the Parties and supersedes any and all prior and contemporaneous oral or written understandings between the Parties relating to the subject matter hereof. Subscriber agrees that its subscription, access to or use of the Journey Platform is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Journey with respect to future functionality or features.