These Juno Terms of Use (this “Agreement”) govern Your use of all information, data, reports, and other content available via the Juno Global, Inc. (“Juno”) platform located at https://www.juno.travel/ and any other websites or online platforms Juno operates that link to this Agreement (the “Platform”) and are agreed to between you as an individual (in either case, “You” or “Your”) and Juno.

By accessing or using any part of the Platform or any Content (as defined below), or by clicking “I agree” to this Agreement, You agree to enter into and be bound by this Agreement. If You do not agree to be bound by this Agreement, do not access or use any part of the Platform or any Content.

SECTION 10 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND JUNO ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 10 WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND JUNO TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTION 10 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT.

1. Guest Account and Content.

1.1 Guest Accounts.

If You are a guest, a Juno customer (each, a “Sponsor”) with a Juno account (a “Sponsor Account”) will invite you via email (an “Invite”) to the Platform by creating an account for You on the Platform linked to Your email address (a “Guest Account”). Once You receive an Invite, You will be redirected to Your Guest Account on the Platform. You acknowledge that Your Guest Account is created for each distinct email address through which You receive an Invite. All subsequent Invites sent by a Sponsor to that same email address will be associated with Your existing Guest Account. A separate Guest Account will only be created if You receive an Invite at a different email address. Each Guest Account is for Your individual use and may be used only by You. You will not distribute or transfer Your Guest Account or provide a third party with the right to access Your Guest Account. You are solely responsible for all use of the Platform through Your Guest Account(s). You will ensure the security and confidentiality of Your Guest Account and will notify Juno immediately if any Guest Account is compromised.

1.2 Registration Information.

In connection with establishing a Guest Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will maintain and promptly update Your Registration Information to keep it accurate and current. You may not: (a) select or use a Guest Account of another person with the intent to impersonate that person; or (b) use a Guest Account that Juno, in its sole discretion, deems offensive. In connection with creating a Guest Account, You may be required to: (a) provide information required by Juno, which may include a verification code, in order to access the Platform; (b) update the Guest Account and profile information on the Platform; and (c) agree to abide by this Agreement.

1.3 Travel Purchases.

After You accept an Invite from a Sponsor, Your Guest Account will be linked to the Sponsor Account and any and all purchases made by You in relation to an Invite from such Sponsor, including purchases made through the Platform and, if applicable, expenses to be reimbursed via the Platform (“Travel Purchases”) will accrue to and be deemed made under the Sponsor Account. Any Travel Purchases completed through any Guest Account will be deemed to have been lawfully completed by You.

2. Access.

2.1 To Additional Areas or Content.

Subject to Your compliance with this Agreement, Juno will permit You to access and use the Platform and Content solely for lawful purposes and only in accordance with the terms of this Agreement. Access to certain areas of the Platform or certain items of Content may also require You to agree to additional agreements (each an “Annex”). This Agreement and any Annex together comprise Your entire Agreement with Juno. In the event of a conflict between the terms of this Agreement and an Annex, the terms of the Annex will govern Your use of the portions of the Platform or items of Content to which the Annex applies, and this Agreement will govern in all other respects.

2.2 To Content.

As between Juno and You, all text, photographs and other content or media, provided through the Platform (“Content”) is owned by Juno. All Content is for Your informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Content prior to making use of that Content. Subject to Your compliance with this Agreement, You may use the Content provided to You through the Platform solely for Your personal, non-commercial purposes in connection with Your permitted use of the Platform in accordance with this Agreement. You agree that You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any Content; or (c) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any Content. Juno has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Content. Without limiting the foregoing, Juno will not be held liable to You or any third party for any Content under the Communications Decency Act (47 U.S.C. § 230). Except as set forth in this Agreement, You are granted no licenses or rights in or to any Content, or any IPR (as defined below) therein or related thereto.

2.3 To Third-Party Services.

Juno may provide You with the ability to access services developed, provided, or maintained by third-party service providers through the Platform (“Third-Party Services”). Third-Party Services may integrate with, pull Content from, or add Content to the Platform. In addition to the terms of this Agreement, Your access to and use of any Third-Party Services is also subject to any other agreement You may agree to before being given access to the Third-Party Services (each, a “Third-Party Service Agreement”). The terms of any Third-Party Service Agreement will apply to the applicable Third-Party Services provided under that Third-Party Service Agreement in addition to the terms of this Agreement but will not apply to any other services or Content You may access through the Platform.

3. Termination and Suspension.

Juno may suspend or terminate Your access to Your Guest Account and the Platform, with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Juno to be inappropriate or detrimental to Juno, the Platform, or any other Juno product, Sponsor, or user. You may terminate this Agreement by (i) providing notice to Juno of your intent to terminate this Agreement, and (ii) discontinuing any further use of the Platform and Your Guest Account.

4. Platform Technology.

The Platform, and the databases, software, hardware, and other technology used by or on behalf of Juno to operate the Platform, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), may constitute valuable trade secrets of Juno. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology. Juno uses reasonable means to protect the security of the Platform, but You acknowledge that perfect security on the internet is impossible.

5. Ownership.

Juno retains all rights, title, and interest, including all IPR, in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Platform under this Agreement. Juno’s name, logo, and all product and service names associated with the Platform are trademarks of Juno and its licensors and providers and You are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

6. Representations and Warranties.

You represent and warrant to Juno that: (a) You have the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on You; (c) You have the legal right and authority to perform Your obligations under this Agreement; and (d) Your use of and access to the Platform and Content, will comply with all applicable laws, rules, and regulations and will not cause Juno itself to violate any applicable laws, rules, or regulations.

7. Disclaimers.

THE PLATFORM AND ALL CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” JUNO AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY CONTENT AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED OR PROVIDED THROUGH THE PLATFORM. JUNO AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE TECHNOLOGY (INCLUDING THE PLATFORM), CONTENT, AND THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY JUNO, ITS EMPLOYEES, PROVIDERS, OR AGENTS, OR THE PLATFORM, WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 7 (IF ANY).

8. Indemnity.

You hereby agree to indemnify, defend, and hold harmless Juno and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Parties arising in any manner from: (1) Your access to or use of the Platform, including any Content; (2) Content You provide through the Platform; and (3) Your breach of any representation, warranty, or other provision of this Agreement. Juno will provide You with notice of any such claim or allegation, and Juno will have the right to participate in the defense of any such claim at its expense.

9. Limitation on Liability.

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL JUNO BE LIABLE FOR ANY DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER INTANGIBLES, OR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF JUNO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT ARISE IN CONNECTION WITH THE PLATFORM. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR WITH THIS AGREEMENT, OR FEEL JUNO HAS BREACHED THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO DISCONTINUE USING THE PLATFORM. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL JUNO’S TOTAL AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF (I) THE TRAVEL EXPENSES, OR (II) $100 USD. IT IS THE INTENTION OF YOU AND JUNO THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Disputes.

10.1 Agreement to Arbitrate.

Except as otherwise provided in Section 10.2, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach, or termination of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in Section 10.2, if any Dispute cannot be resolved through negotiations between the parties within 15 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by Juno in Denver, Colorado. The arbitrator will apply the law set forth in Section 10.3 to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend this Agreement or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the prevailing party’s costs, fees, and expenses (including attorneys’ fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. Further, unless both You and Juno otherwise agree in writing, an arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform or this Agreement must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred.

10.2 Exception to Arbitration.

You agree that if Juno reasonably believes You have, in any manner, violated or threatened to infringe Juno’s IPR, then Juno may seek emergency, preliminary or other appropriate interim relief in the state or federal courts located in Denver, Colorado.

10.3 Governing Law and Venue.

The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado as such laws apply to contracts between Colorado residents performed entirely within Colorado, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, and the parties hereby disclaim the application thereof. Subject to Section 10.1, each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a state or federal court in Denver, Colorado, and You irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding brought in such courts by Juno.

11. Notices.

Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Juno by postal mail to the address for Juno listed on the Platform and Juno’s website. Juno may provide You with any notices required or allowed under this Agreement by sending You an e-mail to any e-mail address You provide to Juno in connection with Your Guest Account, provided that in the case of any notice applicable both to You and other users of the Platform, Juno may instead provide such notice by posting on the Platform. Notices provided to Juno will be deemed given when actually received by Juno. Notice provided to You will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.

12. Additional Terms.

Juno reserves the right, at any time, to modify the Platform or any Content, as well as the terms of this Agreement, whether by making those modifications available on the Platform or by providing notice to You as specified in this Agreement. Any modifications will be effective upon posting to the Platform or delivery of such other notice. We will note the “Last Updated” date of this Agreement at the top of this Agreement. You may cease using or accessing the Platform or Content at any time if You do not agree to any modification. However, You will be deemed to have agreed to any and all modifications through Your continued use of or access to the Platform or Content following such notice. All waivers by Juno under this Agreement must be in writing or later acknowledged by Juno in writing. Any waiver or failure by Juno to enforce any provision of this Agreement on one occasion will not be deemed a waiver by Juno of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with applicable law, and the remaining provisions will remain in full force. You may not assign or transfer either this Agreement or any of Your rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, or other operation of law) without Juno’s prior written approval. Any assignment in violation of the foregoing will be null and void. Juno may assign this Agreement to any party that assumes Juno’s obligations hereunder. The words “include,” “includes,” and “including” means “include,” “includes,” or “including,” in each case, “without limitation.” The parties hereto are independent contractors, not agents, employees, or employers of the other or joint venturers, and neither party acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. The Platform may contain links to third-party sites that are not under the control of Juno. Juno is not responsible for any content on any linked site and You access any third-party site from the Platform at Your own risk.