Effective Date: 1 September 2020
- AGREEMENT. Please read these terms of service (“Agreement” or “Terms”) carefully. This Agreement is legally binding and sets forth the terms and conditions between You and Join, Inc. (“Join”) for the use of Join websites, customer support, services, sample files, scripts, printable materials, electronic documentation and/or any updates thereof (“Services”).You acknowledge and hereby agree that Your access to the Services is explicitly conditioned on a Join customer who authorizes you to use the Services (“Customer”) entering into a separate agreement with Join, that Customer’s rights and subscription to the Services, and that Customer designating You as one of their “Authorized User(s)”. By accessing the 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 Services.The Services may include third party offerings including software, services, content, documents or similar material governed by additional terms and conditions (“Third-Party Terms ”). Such Third-Party Terms are referenced on the Join website and, by accessing the Services, You are also accepting the Third-Party Terms, if any, set forth therein. If there are any conflicts between these Terms and the Third-Party Terms in relation to their subject matter, the Third-Party Terms will prevail. You may have an additional agreement signed directly with Join that supplements or amends these Terms, including (“Supplemental Terms ”). You agree to these Supplemental Terms, if any, for any Services that You subscribe to, obtain, access or use. If You do not agree to all such Supplemental Terms, You may not access or use the Services. If there is any conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control in relation to their subject matter.
- ADMINISTRATORS. Customers may designate project administrators (“Administrator(s)”) who can control certain Customer account settings, including Your access and use of the Services and permissions. You hereby grant such Customer and the Administrator permission to access, use, download, export, disclose, share, restrict and/or remove Your Content (defined below). You also acknowledge and agree that a Customer or Administrator may restrict or terminate your access to your account, Your Content or the Services. Upon termination of the applicable Customer’s rights to use the Services, your use of the Services will automatically terminate.
- ACCOUNT. If you are invited by a Customer to use the Services, You may need to create an account. You are responsible for the security of Your account and all activity associated with it. You will not share account information or passwords (and will ensure that Your account information is, and continues to be, true and complete. Please notify Join Customer Support at firstname.lastname@example.org immediately if You become aware of any unauthorized use of Your account.
- YOUR CONTENT. You retain all rights and ownership of any electronic files, designs, models, images, or similar material (“Content”) created by You and submitted or uploaded into the Services. Join may create reasonable technical limits on file size, storage space, processing capacity, and other technical limits on Content. Join will not use Your Content except (a) at Your request, or with Your consent, (b) in connection with providing and improving Services, (c) in connection with legal obligations, enforcement, investigations or proceedings, or (d) as permitted under our agreement with Customer. Join reserves the right to screen or review Content and may block or remove Content for any reason including noncompliance with these Terms. When You provide Content, You authorize Join and its designees the right to use, reproduce, display, distribute, modify, and translate the Content as needed for the purpose of operating or improving the Service. Services may provide features that allow You to share Your Content with other Customer authorized users or to make it public. Join does not control what others do with Your Content and You are responsible for the Content that You share. Once You share or publish Your Content, suspension or termination of your access to the Services will not delete or inhibit access to any of Your Content that was earlier copied, transferred or otherwise shared or published. Services may provide features that allow You and other Customer authorized users to comment on Content. Your comments may be deleted by You, other Customer authorized users, or Join.
- USE OF SERVICES. You acknowledge and agree that Your access and use of the Services are subject to Customer’s rights and subscription to the Services. Additionally, You will access and use the Services in conformance with all applicable laws. Except as expressly authorized by these Terms, or as otherwise expressly permitted in writing by Join, You will not (a) remove, disable or otherwise limit the effectiveness of any technical protection used by Join to (i) manage, monitor, control or analyze the access to, or use of, any of the Services or (ii) protect Join’s intellectual property rights; (b) post, transmit or otherwise make available using the Services any information or material that is or may be (i) false, libelous, defamatory, fraudulent or otherwise unlawful or tortious; (ii) threatening, harassing, degrading, hateful or intimidating, or that otherwise fail to respect the rights and dignity of others; (iii) obscene, indecent, pornographic or otherwise objectionable; (iv) protected by copyright, trademark, design rights, trade secret rights, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner; (v) a national or state secret, classified information or any other information or material (including any photograph, drawing, plan or model) that is subject to official confidentiality treatment; (vi) secret codes, countersigns, crypto-currency, passwords or other similar information; (vii) advertising, spam, an offer to sell or buy any goods or services, a “chain letter” or any other form of solicitation; or (viii) any malware (such as a virus, worm, Trojan horse, Easter egg, time bomb or spyware) or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, limit the use of, or monitor the use of, any hardware, software or equipment; (c) use the Services in any way that is fraudulent or otherwise unlawful or tortious, or has any fraudulent or other unlawful or tortious purpose or effect; (d) interfere with or disrupt the operation of the Services or the servers or networks used to make any of the Services available, including by hacking or defacing any portion of the Services; (e) attempt to probe, scan or test the vulnerability of the Services or to breach or circumvent any security or authentication measures used by the Services; (f) use the Services as storage for “remote loading” or as a “door” or “signpost” to other web pages or internet resources, whether inside or beyond the sites through which the Services are provided; (g) impersonate any other individual or entity or falsely state or otherwise misrepresent Your affiliation with any person or entity; (h) use the Services in connection with any inherently dangerous application, including any application that could result in death, personal injury, catastrophic damage or mass destruction; (i) collect Content or information, from or with the Services, using any means (including robots, spiders, site search/retrieval applications or other devices to retrieve, index, “scrape,” or “data mine”); (j) use the Services in connection with the training of a neural network or machine learning, deep learning or artificial intelligence system or software; or (k) unbundle the component parts of the Services for separate use.
- COMPANY PROPRIETARY RIGHTS. The rights granted to You in this Agreement are subject to the following restrictions: (a) You shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Services or make the Services available to any third party; (b) You shall not modify, make derivative works of, disassemble, reverse engineer or otherwise attempt to discover, learn or study the structure or organization, underlying algorithms or other internals, protocols, data structures or the source code of the Services; (c) You shall not access the Services in order to build a similar or competitive product or service; (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; and (e) any future release, update, or other addition to functionality of the Services shall be subject to the terms of this Agreement, unless Join expressly states otherwise. Neither Join nor any of its suppliers is obligated to provide any services, updates or upgrades to the Services. You shall preserve all copyright and other proprietary rights notices in the Services.
- OWNERSHIP. All right, title, and interest, including all intellectual property rights, in and to the 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.
- CONSENT TO USE OF DATA. You agree that, notwithstanding any obligation or restriction to the contrary (including any restriction in any confidentiality agreement between the parties), Join may collect and use technical and usage data regarding Your use of the Services or any related service provided by Join. Join may use this data to improve its products and services and to provide customized services to You.
- DISCLAIMER OF WARRANTIES. THE SERVICES AREPROVIDED TO YOU ON AN “AS-IS” BASIS. COMPANY AND ITS SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES RELATING TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, ACCURATE, RELIABLE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICESARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT COMPANY’S SECURITY PROCEDURES AND MECHANISMS WILL PREVENT THELOSS OR ALTERATION OF, OR IMPROPER ACCESS TO, PERSONAL INFORMATION OR CONTENT.
- LIMITATION OF REMEDIES AND DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMPANY 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, COMPANY’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. THIS SECTION SHALL NOT APPLY TO LIABILITY OF COMPANY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY COMPANY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A COMPANY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
- 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 Services on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Join’s suppliers.
- TERM AND TERMINATION. This Agreement is effective on the date a Customer provides You authorization to access the Services and shall continue until: (i) such Customer (or an Administrator) revokes your authorization, (ii) Customer’s rights and subscription to the Services terminates or expires, or (iii) Your access to the Services is terminated by Join. Notwithstanding anything to the contrary in these Terms, Join may terminate this Agreement and Your access to the Services immediately upon notice to You in the event that (a) You materially breach any of the Terms hereof or if (b) Customer materially breaches any of the terms of their agreement with Join. If in good faith Join believes that You or Your Content pose a security risk that may impact Join, our customers, or authorized users, or subject Join, our customers, or authorized users to any liability, or fail to comply with these Terms, Join reserves the right, at its sole discretion, to terminate or suspend Your access to Services. Unless Join reasonably determines that immediate action is prudent, Join will seek to notify You of Your pending suspension or termination before it takes effect. You will immediately stop using the Services, and Your right to access and use the Services will end upon the expiration or termination of Customer’s rights and subscription to the Services, or expiration or termination of this Agreement. Sections 5 through 18 will survive termination of these Terms for any reason.
- CONFIDENTIALITY. You or Join (as the “Disclosing Party”) may disclose or make available information regarding Your or Join technology, products or business (“Confidential Information”), whether written, oral or graphic, to the other party (as the “Receiving Party”) in connection with these Terms. The Receiving Party will use the same degree of care as to the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and will (a) use the Confidential Information of the Disclosing Party only in connection with Services, and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to the Confidential Information of the Disclosing Party to those of its employees, consultants, contractors, service providers, professional advisors and other individuals who need such access for purposes related to Services and who are subject to confidentiality obligations with the Receiving Party no less stringent than those in these Terms. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so. The Receiving Party will give the Disclosing Party 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.
- MODIFICATIONS. Join reserves the right to change the terms and conditions of this Agreement or its policies relating to the Services at any time. Join will notify You of any material changes to this Agreement by sending an e-mail to Customer who authorized Your access to the Services or by prominently posting notice of the changes on the Join website. Any material changes to this Agreement will be effective upon the earliest of thirty (30) calendar days following dispatch of e-mail notice to Customer or thirty (30) calendar days following posting of notice of the changes on the Join website. These changes will be effective immediately for new authorized users of the Services. If You do not agree with the changes to this Agreement, You must not continue to use the Services. Continued use of the Services, following notice of such changes, shall indicate Your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
- EXPORT. The Services and related technology are subject to United States export control laws 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 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.
- U.S. GOVERNMENT LICENSE RIGHTS. All Services provided to the U.S. Government are provided with the commercial license rights and restrictions described herein.
- MISCELLANEOUS. Neither the rights nor the obligations arising under this Agreement are assignable by You, and any such attempted assignment or transfer shall be void and without effect. 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 San Francisco 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 e-mail to You and/or Customer. 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. 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.