Effective Date: 8 January 2024
By accessing the Developer Services and/or clicking “I agree”, You acknowledge that You have read, understand, and agree to be bound by these Terms and You represent that You have the authority to enter into this agreement personally, or on behalf of the company or other legal entity for which You are acting (in either case, “You” or “Your”). If You do not agree to these Terms or do not have such authority, You may not access or use the Developer Services.
Access to the Developer Services will require a Join user account specifically for use with the Developer Services (“Developer Account”). You are responsible for all activities that occur under Your Developer Account, regardless of whether the activities are undertaken by You or others. You will also need to obtain and use unique alphanumeric or cryptographic keys or access tokens that are uniquely associated with Your Developer Account and each Application (“Keys”). You must obtain and use such Keys in accordance with this Agreement.
You agree that You will not share (or permit anyone else to share) any Developer Account information including passwords or Keys with anyone who is not an Authorized User. You will not allow any third party to access or use Your Developer Account and will not do anything else that might jeopardize the security of Your Developer Account. You agree to keep Your Developer Account and Authorized Users’ information updated with Join and to contact Join at firstname.lastname@example.org immediately if You suspect any unauthorized access to or use of Your Keys or Developer Account, or if any information about Your Keys or Developer Account has been lost or stolen.
You represent and warrant that any information that You provide in connection with Your use of the Developer Services is accurate. Providing false information in connection with Your use of the Developer Services or creating an account with false information is a violation of this Agreement, including registering accounts on behalf of others.
- USE OF DEVELOPER SERVICES
3.1 Provisions of Use.
Subject to, and conditioned on Your compliance with these Terms, Join will provide You a non-exclusive, worldwide (subject to this Agreement), non-transferable, limited license to the Developer Services to use Your Developer Account for the sole purpose of developing, testing, integrating, operating and supporting Your software application or website that uses the Developer Services to complement, extend or integrate with the Join platform and its data, services or products (Your “Application”).
The Developer Services may be accessed and used by Your individual employees, consultants, contractors and agents who access and use the Developer Services on Your behalf (Your “Authorized Users”) provided that such access and use is solely for Your internal business purposes. You are responsible for compliance with these Terms by Your Authorized Users. All references to Your access to and/or use of the Developer Services in these Terms include access to and/or use of the Developer Services by Your Authorized Users.
Any access to or use of the Developer Services other than as specifically authorized herein, without the prior written permission of Join, is strictly prohibited.
3.2 Restrictions on Use.
You will not use the Developer Services in violation of any law or regulation. This includes, but is not limited to, circumventing any Developer Services processes or security measures; creating any security vulnerabilities to either the Developer Services itself or its End Users, or introducing any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature; gather content or data from or through the Developer Services without prior written consent from Join; monitor, stress test, replicate or compete with the Developer Services in whole or in part; attempt to reverse engineer or derive source code, trade secrets, or know-how of the Developer Account or Developer Services; create or distribute any derivative works of the Developer Services; attempt to use the APIs in any way that exceeds rate limits or abusive usage; create managed services for outsourcing, renting or time-sharing access to the Developer Services; reprint, distribute or embed any Join copyrighted content or documentation; or enable or attempt to gain unauthorized access to the Developer Services.
3.3 Modifications to the Developer Services.
Join may improve, change, or discontinue the Developer Services, including the APIs and their supporting documentation at any time and at its sole discretion. Join will use reasonable good faith efforts to give notice of changes that may have a materially adverse impact on the Developer Services as far in advance as is practicable except when Join has no obligation to provide notice for changes made for security or legal reasons. Join bears no responsibility or liability for any change or discontinuation including for changes to the Developer Services that may not be backward compatible with Your Application. Use of undocumented APIs may change at any time without notice.
3.4 Usage Monitoring.
Join may monitor Your usage of the Developer Services to verify compliance with these Terms or if Join believes there is a credible risk of harm to Join, the Developer Services, Join customers, End Users, or any third party. You will provide Join with any information or material that Join reasonably requests, to verify Your compliance with these Terms, including proof of compliance with these Terms. Join may, at its sole discretion, suspend or terminate Your access to the Developer Services if Join determines that You, Your Authorized Users, Your Application or Your End Users have violated these Terms, pose a security or privacy risk, have inappropriately accessed, used, or disclosed content provided to You in confidence by Join, have or may threaten or damage the reputation of Join, or are no longer actively using the Developer Services.
- USE, SUPPORT, AND DEVELOPMENT OF YOUR APPLICATION
4.1 End User Data.
4.2 Developing Your Application.
You are solely responsible for all aspects of Your Application, including all development, hosting, support, maintenance and warranties related to Your Applications; marketing, sale, distribution, access, installation, use and support of Your Application by End Users; and all related costs, expenses, losses, liabilities and legal claims. You are solely responsible for establishing Your own rules for access to and use of Your Application by End Users and other third parties, and for administering Your Application. You acknowledge and agree that Join will not provide or be required to provide any technical or other support services to You, Your Authorized Users, or End Users and that Join is not responsible in any way whatsoever for any dispute related to Your Application or its use or the use of the Developer Services or any Content that may arise between or among You, Your Authorized Users, any End User and/or any other third party.
4.3 Your Application Security.
You are solely responsible for ensuring that Your Application and any related data processing activities adequately protect the confidentiality and security of each End User and their End User Data. You will take all reasonable security measures to ensure the security of Your Application and prevent the interception of any data transmitted to and from Your Application or the Developer Services consistent with industry standards. You will immediately notify Join of any Security Incident (as hereinafter defined) that You discover or suspect in connection with Your Application, the Developer Services, or any related data. Without limiting any of Your other obligations under these Terms, You will be solely responsible, at Your own cost and expense, for the investigation, remediation and notification to any affected End Users and regulatory authorities in accordance with applicable laws and industry standards. If a notification to an End User refers, either directly or indirectly, to Join, You must (to the extent not prohibited by applicable law) obtain written approval from Join prior to sending such notification.
4.4 End User Agreement.
5.1 Your Content.
Excluding any End User Data, You will retain ownership of any project-related information, personal data, documents or other materials that You provide via Your Application or through the use of any Developer Services (Your “Content”). Accordingly, You are responsible for all of Your Content and warrant that Your Content does not infringe or misappropriate any rights of any third party, that use of Your Content with the Developer Services complies with these Terms and all applicable laws, and that You will evaluate and bear all risks associated with Your Content being used with the Developer Services. You hereby grant Join a worldwide right and license to access, host, display, process, analyze, transmit, reproduce, and otherwise utilize Content for the purposes of providing, developing and improving the Developer Services in accordance with this Agreement. You represent and warrant that Content, and Join’s use of such Content as permitted by this Agreement, will not violate any rights to any person or entity.
5.2 No Sensitive Personal Information.
You acknowledge and agree that Join may use third-party service providers in connection with the Developer Services which may transmit, maintain and store Your Content and data using third-party equipment in locations around the globe. You acknowledge and agree that any data storage functionality associated with the Developer Services is not intended for the storage of any sensitive personal information that identifies racial or ethnic origin; religious or philosophical beliefs; political opinions; membership of parties, trade-unions, associations or organizations of a religious, philosophical, political or trade-union character; records of criminal offenses; financial information; government issued identifiers (such as tax ID number); health conditions and sexual behaviors; genetic or biometric data for the purpose of uniquely identifying an individual; or as defined by applicable data protection laws (“Sensitive Personal Information”). You will not (and will not permit anyone else to) upload or otherwise submit any Sensitive Personal Information or End User Data in connection with the Developer Services. You also acknowledge and agree that Join will have no responsibility or liability with respect to any Sensitive Personal Information or End User Data that may be processed, transmitted, disclosed or stored in connection with the Developer Services.
5.3 Sharing Your Content.
Some Developer Services may permit You to share Your information or Your Content with third parties. However, Join will have no responsibility or liability for the actions of such third party, and all governing terms and conditions, including those regarding privacy, are between You and such third party. Once You share or publish Your Content, suspending or terminating access will not delete or inhibit access to any of Your information or Your Content that was earlier copied, transferred or otherwise shared or published. If You delete Your Content from the Developer Services, You understand it may persist in backup and archival copies, and usage and activity logs may persist in metering systems. Join has the right (but not the obligation) to delete inactive accounts or purge related content without further notice.
By sharing any feedback or suggestions regarding the Developer Services, You grant Join an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any compensation or attribution to You. Join may choose, in its sole discretion, whether or not to implement the feedback or suggestions.
Join trademarks, logos, screenshots, assets, and other brand features (collectively, the “Join Brand”) are valuable intellectual property that Join uses in connection with its products and services worldwide. You may feature the Join Brand in Your Application or in the marketing or promotion of Your Application only as described and in compliance with the Join Brand Guidelines available from email@example.com. Subject to compliance with these guidelines, Join hereby grants You a limited, revocable, non-transferable, non-assignable, non-sublicensable, and non-exclusive license for use solely in connection with Your Application. You may not modify the Join Brand in any manner to create confusion or suggest sponsorship or endorsement by Join.
All use by You of any aspect of the Join Brand will inure to the benefit of Join. To the maximum extent permitted by applicable law, at any time during or after the termination of this Agreement, You will not challenge, contest or oppose, nor assist others to challenge, contest or oppose, Join’s ownership of and rights in any Join trademark or their registrations; use or register, or attempt to register, any Join trademarks, service marks, trade names, domain names, or other indicators that are confusingly similar to the Join Brand in any way; or misappropriate any part of the Join Brand for Your or any third party’s use.
You will provide Join advance copies of all marketing and promotional material that use the Join Brand in relation to Your Application. If Join, in its sole discretion, determines that the use of the Join Brand is not in compliance with these Terms, You will promptly change or stop using the material immediately. You must cease all usage of any Join Brand content effective immediately upon the termination of this Agreement.
You retain Your ownership rights in Your Application. All right, title, and interest, including all intellectual property rights, in and to the Developer Services or other materials provided or made available by Join to You shall be owned and retained by Join or its suppliers. Any rights not expressly granted by Join in this Agreement are reserved. You acknowledge that You have only the rights expressly granted under these Terms and that any rights not expressly granted are reserved by Join.
You must use industry-standard security measures appropriate for all End User Data and Your processing activities, adequate to preserve End User Data’s confidentiality and security and comply with all applicable laws. You will comply with any security, coding practices, authentication or encryption requirements for Your Application and You will immediately remediate all security vulnerabilities identified by Join.
These Terms are in effect until either the termination of this Agreement, Your Developer Account or the discontinuation of the Developer Services by Join, whichever comes first.
9.2 Termination Rights.
You may terminate the Agreement by discontinuing use of the Developer Services or by providing a notice of termination to Join. Join may terminate the Agreement at any time with or without cause, and without notice to You.
9.3 Effect of Termination.
Upon Agreement termination, all rights and licenses granted to You will terminate immediately. Join will have the right to immediately deactivate Your Application and Developer Account(s) and suspend access to Your Content. You will promptly destroy copies of any documentation and any other Join information in Your possession or control that was received under this Agreement. Unless otherwise specified by Join, all Application End Users must immediately cease accessing or using Your Application and any Developer Services.
9.4 Termination and Your Content.
Upon Agreement termination, Join may delete, without notice, Your Content, if any, and all backups thereof, and Join will not be liable for any loss or damage which may be incurred by You or any third parties as a result of such deletion. Join may, at its sole discretion, grant You limited access to Developer Services for not more than thirty (30) days from termination for the sole purpose of allowing You to retrieve Your Content.
The sections titled Modifications to the Developer Services, TRADEMARKS, OWNERSHIP, CONTENT, TERMINATION, DISCLAIMER OF WARRANTIES, LIMITATION OF REMEDIES AND DAMAGES, BASIS OF BARGAIN, INDEMNIFICATION, CONFIDENTIALITY, GENERAL and those sections intended to survive by their nature will survive any termination of the Agreement.
- DISCLAIMER OF WARRANTIES
THE DEVELOPER SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” BASIS. JOIN AND ITS SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES RELATING TO THE DEVELOPER SERVICES, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. JOIN DOES NOT WARRANT THAT USE OF THE DEVELOPER SERVICES WILL BE UNINTERRUPTED, SECURE, ACCURATE, RELIABLE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE DEVELOPER SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT JOIN’S SECURITY PROCEDURES AND MECHANISMS WILL PREVENT THE LOSS OR ALTERATION OF, OR IMPROPER ACCESS TO, PERSONAL INFORMATION OR CONTENT.
- LIMITATION OF REMEDIES AND DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER JOIN NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS OR CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, JOIN’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE GREATER OF FIFTY DOLLARS ($50.00) OR THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.
- BASIS OF BARGAIN
The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of the agreement between Join and You. Join would not be able to provide the Developer Services on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Join.
You will, at Your sole expense and to the maximum extent permitted by law, indemnify, hold harmless and defend (at Join’s request) Join against any and all losses, liabilities and expenses (including reasonable attorneys’ fees) suffered or incurred by Join by reason of any legal claim, suit, or proceeding arising out of or relating to (a) Your Application or Your Content, including any assertion that Your Application or Your Content or the use of either or both (i) infringes any copyright, trademark or other intellectual property right of any individual or entity, (ii) misappropriates any individual or entity’s trade secret, (iii) violates the privacy or publicity rights of any individual or entity or fails to comply with the privacy or data protection laws, (iv) results in a security breach, including any Security Incident or violation of Your End User Agreement, (v) contains any libelous, defamatory, disparaging, pornographic or obscene material, (vi) infringes or violates any other rights of any individual or entity, or (vii) causes death or bodily injury or damage to the real or tangible property of any third party; (b) any breach of, or failure by You (including Your Authorized Users or Your End Users) to comply with, these Terms or applicable laws; or (c) access to or use of the DeveloperServices by or through You, Your Authorized Users and/or Your End Users (whether or not such access is authorized by You or by Join). Join reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Join and You agree to cooperate with Join defense of these claims. You may not settle a claim without Join’s prior written consent (not to be unreasonably withheld).
To the fullest extent permitted by applicable law, You release Join from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between You and Your End Users and the acts or omissions of third parties.
Join may disclose or make available information regarding Join technology, products or business (“Confidential Information”), whether written, oral or graphic, to You in connection with these Terms. Join Confidential Information includes all information in tangible or intangible form labeled, or similarly labeled, “confidential” or information that would reasonably be understood to be confidential by its nature, including the Developer Services and any nonpublic documentation, APIs, technology, technical information, product plans, and related communications from Join. You may use Confidential Information only as necessary in exercising Your rights under this Agreement.You will use the same degree of care to protect Join Confidential Information that You use to protect the confidentiality of Your own confidential information of like kind (but in no event less than reasonable care) and will use the Confidential Information only in connection with the Developer Services and except as otherwise authorized by of Your Authorized Users. You may disclose Confidential Information only if compelled by law to do so and will give Join prior notice of such compelled disclosure (to the extent legally permitted) and take reasonable steps to limit such disclosure. Join may also disclose Your confidential information to comply with any governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving Join, or at Your request. If disclosure is made at Your request, You may be responsible for the costs of compiling and providing access to Your confidential information.
Join develops its own products and services and works with other parties and developers. Join may in the future develop (or already have developed) products, concepts or ideas similar to Yours or Your Application. Subject to Join’s obligations under this Agreement and the terms of any mutually agreed non-disclosure agreement, nothing limits Join or third parties from doing so, and Join has no confidentiality obligations for information You submit in connection with the Agreement.
15.1 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California and the United States without regard to the conflict of law’s provisions therein that would require application of the laws of another jurisdiction. Any action under or relating to this Agreement shall be brought solely in the state and federal courts located in California with sole venue in the courts located in Alameda County and each party hereby submits to the personal jurisdiction of such courts, except that Join may seek relief in any court of competent jurisdiction to protect or enforce its intellectual property and proprietary rights. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. Any notice to You may be provided by email to You. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. Nothing in this Agreement will prevent Join from seeking injunctive relief for a violation of intellectual property rights, any Security Incident or security issue, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
Any postal mail or delivery service notices by You to Join will be sent to Join Inc., 1611 Telegraph Avenue, Suite 1500, Oakland California 94612, USA, or by email to firstname.lastname@example.org. All notices to Join must be in writing and will be effective when received. Notices from Join to You may be provided by email to the registered email address associated with Your account, posting within the Developer Services, or by postal mail or delivery service to the address associated with Your account. Email notices from Join to You will be deemed effective one (1) day after being sent. Any other notices will be deemed effective five (5) days after being posted or sent. It is Your responsibility to ensure that Your email address is current and that You do not filter out any such messages.
15.3 Modifications to the Agreement.
Join may modify this Agreement or any referenced Supplemental Terms, policies, or terms from time to time at its sole discretion. Join will use reasonable efforts to notify You of modifications. Your continued use of the Developer Services after the modification constitutes Your acceptance to the modifications. If You do not agree to the modified Agreement, Your sole remedy is to terminate Your use of the Developer Services. You can determine when these Terms were last modified by referring to the effective date of these Terms.
15.4 Force Majeure.
Neither party will be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including acts of God, earthquake, fire, flood, sanctions, embargoes, strikes, lockouts or other labor disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, epidemics, pandemics or other spread of disease, failure or interruption of the Internet or third-party Internet connection(s) or infrastructure, power failures, acts of civil and military authorities, severe weather, and changes in applicable Law or other circumstances that would make the provision of any Developer Services illegal or economically unfeasible. The affected party will give the other party prompt written notice (when possible) of the failure to perform and use its reasonable efforts to limit the resulting delay in its performance.
You may not assign, delegate, or transfer any of Your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Join (not to be unreasonably withheld). Any purported assignment in violation of this section is void. Join may freely assign this agreement without restriction and without obtaining Your consent. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
15.6 Export Control.
The Developer Services and related technology are subject to United States export control laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the Department of State, and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Join, or any products utilizing such data, in violation of the United States export laws or regulations. You must not access or use any Developer Services from within a U.S. sanctioned location or if You appear on any U.S. government restricted parties list. You will indemnify and hold Join harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by You of its obligations under this section. Your obligations under this section shall survive the expiration or termination of this Agreement.
The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Agreement. Each party will be responsible for covering its costs and expenses in performing its duties and exercising its rights under these Terms, unless expressly provided otherwise in these Terms.
15.8 Entire Agreement.
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled.