Last revised: June 8th, 2023.
Welcome to Joyn Connect, operated by Joyn Connect, Inc (“us,” “we,” or “Joyn”). The following constitutes a binding agreement between you and us.
We may modify this Agreement and the Service from time to time, for example, to reflect changes in the law, add new features, or change our business practices. The most recent version of this Agreement will be posted on the Service under Settings and also on [https://www.joyn.one/terms-of-service.](https://www.joyn.one/terms-of-service.) You are always bound by the most recent version, so you are encouraged to check regularly if changes have been made. If we determine, in our good faith judgment, that the changes are not material, we may not provide you with advanced notice. However, if we consider the changes to be material to your rights or obligations, we will use reasonable commercial efforts to notify you through the Service or via email before such material changes are put into effect.
If you continue to use the Service after changes become effective, then you agree to the updated Agreement. Except as expressly stated in this Agreement (or any future version), the most recent version of this Agreement supersedes all prior agreements and governs your entire relationship with Joyn. As used in this Agreement, “Your Content” means information that you post, upload, display, or otherwise make available; “User Content” means information that any other User posts, uploads, displays, or otherwise make available; “Joyn Content” means all text, graphics, images, and information provided by Joyn, whether or not exportable from the Service, including but not limited to all system-generated data, data generated in the User Interface, and “Reports” created through the dashboard or other use or functionality of the Service; “Content” means any or all of the foregoing, as the context requires; and “post” refers to posting, uploading, displaying, or otherwise making Content available. 2. Eligibility
You must be at least 18 years of age to create an account and use the Service. By creating an account and using the Service, you represent and warrant that:
3. Your Account
Users are solely responsible for maintaining the confidentiality of their login credentials and for all activities that occur under their account. If you think someone has hacked your account, contact us immediately. Your account is non-transferable, whether to an executor, trustee, custodian, heir, relative, or friend, and all rights to your account and Your Content terminate upon any transfer or attempted transfer.
4. Suspension of the Service
We may limit or suspend the Service at any time at our discretion (for example, to perform scheduled maintenance or in the event of a security emergency). If Joyn limits or suspends the Service, we will generally try to give you reasonable advance notice so that you can plan around it. However, there may be some situations, such as security emergencies, where we may not be able to give you advance notice. We will use commercially reasonable efforts to narrow the scope and duration of any suspension or limitation as is needed to resolve the issue that prompted such action. We may suspend your access to or use of the Service if you are in material breach of this Agreement and fail to cure it within three (3) days of being notified of your breach. We may also suspend your access to or use of the Service if the company you work for stops paying for the Service for any reason.
5. Third-Party Services and Platform Sub-Processors
You acknowledge that if you use any third-party service with the Service (for example, BambooHR, Reflektive, Slack or Workday integrations or a web browser), that third-party service may access Customer Data or any User’s personally identifying data, including User Content. Joyn will not be responsible for any act or omission of the third party, including such third party’s use of such information. Data, or Content. Joyn does not warrant or support any such third-party service, and you should contact that third party for any issues arising from your use of the third-party service.
6. Social Networking
Users of Joyn will have the ability to create and manage employee resource groups; join and leave groups; share information with group members, and contribute to groups or the platform.
You acknowledge and agree to the publication of posts relating to you by other Users, that such posts may be critical or untrue, or hurtful, and that neither Joyn nor its principals, employees, or representatives shall be held responsible for such posts, irrespective of whether we are aware or should have been aware of such posts, and irrespective of whether such posts are prohibited under Section 8 below or elsewhere in this Agreement.
7. Rights Granted to You
7.1 Ownership of Joyn Content You acknowledge and agree that as between you and Joyn, Joyn is the sole owner of Joyn Content (including but not limited to all modifications, improvements, upgrades, and derivative works whether now or hereafter existing) and all Intellectual Property Rights therein. As used in this Agreement, “Intellectual Property Rights” means any and all intangible rights characterized as “intellectual property” rights in any country of the world, whether now known or hereafter devised, including but not limited to copyright, designs, patents, trademarks, service marks, domain names, goodwill, and any non-public commercial information, regardless of whether any of the foregoing is registered. Intellectual Property Rights also include any application or right to apply for registration of any such rights. 7.2 Customer and User Usage Rights Joyn hereby grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive, revocable, and non-sublicensable right and license to access and use the Service and Joyn Content in accordance with the terms and conditions of this Agreement, provided, however, that shall only use Joyn Content (a) while using the Service, or (b) for intra-Company purposes, it being understood by Company and User that no Joyn Content (including but not limited to Reports and screenshots of the dashboard or any part of the Service) may be shared outside of the Company or with non-users of the Service unless Joyn has given its prior written consent. 8. Customer and User Obligations 8.1 Compliance with Company Rules and Law If you are a User, administrator, or manager, you must use the Service in compliance with, and only as permitted by the rules established by the Company in which you are employed and any applicable law. 8.2 Industry-Specific Regulations If you are a Company, administrator, or manager, and if your use of the Service requires you to comply with industry-specific regulations, you are solely responsible for such compliance. You may not use the Service in a way that would subject Joyn to any industry-specific regulations (e.g., the Children’s Online Privacy Protection Act, the Payment Card Industry Data Security Standard, or the Health Insurance Portability and Accountability Act). You acknowledge and agree that we are not responsible for any claim, demand, or liability arising from your violation of this Section, and you shall indemnify us from any and all damages (including reasonable attorneys’ fees, court costs, and legal expenses) if you subject us to any such claim, demand or liability by any act or omission by you. 8.3 Specific Obligations of Customers with respect to its Users Customers must:
(a) ensure that its Users comply with Section 9.2 above; (b) obtain consents from each User if required by applicable law, (i) to allow Customer (including any administrator or manager) and your Users to use the Service and engage in the activities contemplated under this Agreement; and (ii) to allow Joyn to provide the Service to your Users; and (c) not provide any person under the age of 18 with access to the Service, unless permitted by applicable law. 8.4 Company Obligation to Suspend Users If a User breaches any provision of Section 8.5 below or otherwise uses the Service in a manner that Joyn reasonably believes will cause Joyn liability or disrupt others’ use of the Service, then Joyn may request that Company suspend or close the applicable User account until the breach has been cured or the use in such manner has stopped. If you fail to comply with such a request, Joyn may suspend or close the applicable User account. 8.5 Prohibited Conduct
Neither Customer (including any administrator or manager) nor User shall, at any time:
• Use the Service or any Joyn Content for any commercial purpose without our written consent; • Except as expressly provided in Section 7 above, copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any Joyn Content (including but not limited to textual matter and images), trademarks, trade names, service marks, or other intellectual property, or proprietary information accessible through the Service without Joyn’s prior written consent; • Claim or imply that any statements you make are endorsed by us; • Use any technology, program, or other means or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents; • Decipher, decompile, disassemble, translate, create derivative works, reverse engineer or otherwise attempt to reconstruct, identify or discover any source code, algorithms, underlying ideas, or underlying user interface techniques in the Service or any of the software used to provide the Service, or attempt to do so • Use the Services significantly in excess of average usage patterns such that it adversely affects the speed, responsiveness, stability, availability, or functionality of the Service for other Customers and their Users. Joyn will use reasonable efforts to notify the relevant Customer of any excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Joyn • Use the Service in any way that could interfere with, disrupt, or negatively affect the Service or the servers or networks connected to the Service; • “Frame” or “mirror” any part of the Service without our prior written consent; • Use meta tags or code or other devices containing any reference to Joyn or the Service (or any trademark, trade name, service mark, logo, or slogan of Joyn) to direct any person to any other website for any purpose; • Use or develop any third-party application that interacts with the Service or any User Content without our written consent and, if such interaction involves any User Content, the written consent of such User; • Use the Service to infringe the Intellectual Property Rights of others, or to commit any unlawful activity; • Probe, scan, or test the vulnerability of the Service or any system or network; • Unless authorized in writing by Joyn, lend, resell, lease or sublicense or otherwise use the Service for the benefit of a third party; or • Encourage or promote any activity that violates this Agreement. Joyn may investigate and take any available legal action in response to illegal and/ or unauthorized uses of the Service, including termination of your account.
9. Rights that You Grant to Joyn By creating an account, you grant Joyn the following rights and licenses:
10.1 Fees for the Service**
The Service is billed on a subscription basis for a particular period of time (the “Term”), and you will be billed as set forth in the Service Order in accordance with the Billing Cycle stated therein (your “Subscription”). You shall pay Joyn any fees for each part of the Service that you purchase or use, in accordance with the pricing and payment terms presented to you in the Service Order. Except as indicated in Section 11.3 below, fees paid by you are not refundable. 10.2 User Increases
If your use of the Service during a Billing Cycle exceeds the User limit indicated in the Service Order, we may charge you for the additional Users on a pro-rata basis for the remainder of that Billing Cycle as well as any additional Billing Cycles. 10.3 Automatic Renewal
Your Subscription will automatically renew at the end of each Subscription Term unless you cancel the automatic renewal of the Service or any part thereof by providing us with written notice during the then-current Term for the Service or such part.
Any automatic renewal does not guarantee that the price for Services paid during the previous Subscription Term will remain the same for the renewal Subscription Term. 10.4 Payment
Payment terms are set forth on the Service Order (or if not set forth on the Service Order, payment terms are 30 days) and all undisputed payments shall be paid by the Customer within the time period set forth on the Service Order. You agree to keep your billing and billing contact information current and accurate. 10.5 Interest
Overdue payments will incur interest at the rate of 1.5% per month (or, if less, the highest rate permitted by applicable law) on the amount overdue, from the date that the relevant payment was due until that payment has been received in full. The Customer will be responsible for all reasonable expenses (including but not limited to collection fees, reasonable attorneys’ fees, court costs, and legal expenses) incurred by Joyn in collecting such overdue amounts, except where:
(a) the overdue amounts are due to Joyn’s billing inaccuracies; or (b) you have sought in good faith to resolve a dispute using the dispute resolution process in Section 18 and that process is still active. 10.6 Taxes
Unless stated otherwise in the Service Order, all fees for the Service exclude sales tax, GST, VAT, or other similar taxes. Except for any income taxes payable by Joyn, you are responsible for all other taxes or duties payable under applicable law relating to the Service, including any interest or penalty. If Joyn is required to collect or pay any tax on your behalf, we will invoice you for such tax unless you provide us with valid evidence that no tax should be invoiced. **11. Termination
11.1 Termination at end of Subscription Term**
If your Service Order states that your Subscription will not auto-renew, then your Subscription will terminate at the end of the Subscription Term with no further action required by you
11.2 Termination for Cause
Customer or Joyn may suspend performance or terminate the Term if the other:
(a) is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice; or (b) ceases its business operations, or is unable to pay its debts as they become due, or becomes insolvent, or subject to voluntary or involuntary bankruptcy proceedings and such proceedings are not dismissed within 90 days. In addition, Joyn may immediately terminate the Term if: (i) any payment owed by Customer to Joyn is more than 30 days overdue (and no good-faith dispute resolution process is then pending); or (ii) Customer breaches Section 9.2.
11.3 Termination for Material Decrease in Functionality
If we make a change to the Service resulting in an overall material decrease in functionality, you may terminate the Term immediately by providing notice to Joyn. Upon receiving notice of termination from you, Joyn will provide you with a pro-rata refund of any fees prepaid by you applicable to the period following the termination of the Term.
11.4 Consequences of Termination by Joyn
If the Term is terminated by Joyn due to any breach of this Agreement by you, Joyn will bill you, and you shall pay, for any accrued but unbilled fees for the Subscription Term, and you shall remain liable to pay any invoices outstanding on the termination date. In no event will expiration or termination of this Agreement relieve you of any fees payable for the period prior to the termination date. All provisions related to the enforcement and interpretation of this Agreement and Joyn’s remedies for the breach by Company shall survive termination of the Term.
11.5 Data Exports
The Service includes functionality that enables Customer to export its Customer Data at any time during the Term. If the foregoing functionality is not operational, we may assist you in any Customer Data that existed in your account at the time of termination, provided that you make such a request before the end of your Subscription Term. However, we do not guarantee that all Customer Data can be exported and only Customer Data that is permitted to be transferred to you within the terms of any applicable Confidentiality Notice or other privacy settings will be transferred to you. Upon the Customer’s written request, Joyn will delete all Customer Data from its Platform and production environments. **12. Confidentiality
12.1 Confidential Information Definition**
As used in this Agreement, Confidential Information means any information disclosed by a Joyn or Customer (the “Discloser”) to the other party (the “Recipient”) in connection with the use of the Service and which is marked confidential or would reasonably be considered confidential under the circumstances. “Customer Data” is the Customer’s Confidential Information; “Your Content” is your Confidential Information; and “Joyn Content” is Joyn’s Confidential Information. Confidential Information does not include any information that:
(a) is or becomes public through no fault of the Recipient; (b) the Recipient already lawfully knew; (c) was rightfully given to the Recipient by a third party free of any confidentiality obligations; or (d) was independently developed by the Recipient without reference to the Discloser’s Confidential Information as demonstrated by documentary evidence.
12.2 Confidentiality Obligations
The Recipient must:
12.3 Compelled Disclosure
The Recipient may disclose the Discloser’s Confidential Information to the extent required by law or legal process, but only after it, if permitted by law: (a) uses commercially reasonable efforts to notify the Discloser in writing; (b) gives the Discloser the opportunity to challenge the requirement to disclose; and (c) cooperates with the Discloser if the Discloser seeks an appropriate protective order.
12.4 Non-Disclosure Agreements
It is our policy to respond promptly to notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”), the text of which can be found at the U.S. Copyright Office website, https://www.copyright.gov.
All Users are required to comply with applicable copyright laws. If, however, we receive proper notification of claimed copyright infringement, our response to such notices will include removing or disabling access to material claimed to be the subject of infringing activity. In accordance with Section 512(i)(1)(a) of the DMCA, Joyn will, in appropriate circumstances, disable and/or terminate the accounts of users who are repeat infringers.
Please contact firstname.lastname@example.org to report Content on Joyn that you believe violates or infringes your copyright. 14. Disclaimers (a.)Joyn provides the Service on an “as is” basis and, to the extent permitted by applicable law, grants no warranties of any kind, whether express, implied, or otherwise, with respect to the Service, including without limitation, all Content, and all implied warranties of satisfactory quality, merchantability, fitness for a particular purpose, and non-infringement. Joyn does not represent or warrant that the Service will be uninterrupted, secure, or error-free, that any defects or errors in the Service will be corrected, or that any Content will be accurate or truthful.
(b) Joyn disclaims and takes no responsibility for: (a) any conduct of you (including any administrator or manager) or any of your Users, whether on or off the Service, (b) any Content, it being understood that all Content downloaded or obtained by you and others are at your and their sole discretion and risk; and (c) any action or inaction by you or another person as the result of or related to any Content. 15. Liability Definitions. As used in this Section 17; “Affiliate” means any legal entity that directly or indirectly controls, is controlled by, or is under common control of another legal person, and the word “control” means the power, through ownership of shares or membership interests, to cause direct or cause the direction of the management or policies of the legal entity in question;
“Claim” means any claim of any kind or nature, whether in law or equity, arising out of or related to this Agreement and/or the relationship between Joyn and you, either as a Customer; and
“Related Persons” means any legal person’s shareholders, members, officers, employees, independent contractors, and Affiliates, and such Affiliates’ shareholders, members, officers, employees, and independent contractors.
15.1 Limitations on Liability
(a) In no event shall Joyn or its Related Persons be liable to Company or User for any indirect, exemplary, incidental, punitive, or enhanced damages (including but not limited to any damages relating to lost profits, lost business opportunity, loss of goodwill, or loss of income, employment, or personal reputation, whether incurred directly or indirectly) resulting from any of the following, even if Joyn has been advised of the possibility of such damages:
• Any access to, use of, or inability to access or use the Service; • The conduct of other Customers, Users, or third parties, whether on or off the Service; • Unauthorized access, use, or alteration of Customer Data, Your Content, or any User Content. (b) The aggregate liability of Joyn to Customer for any liability or claim arising out of or related to this Agreement shall not exceed the amount paid by Customer to Joyn during the 12 months prior to the event giving rise to such liability or claim. 16. Governing Law and Venue
This Agreement and any dispute or controversy arising out of or related hereto and/or the relationship between the Joyn and you established herein (“Claims”) shall be governed by and construed and interpreted in accordance with the laws of the State of Vermont without regard to its choice of law provisions; provided, however, that any procedural or substantive Claim conflicting with or falling under the exclusive jurisdiction of United States federal law shall be governed by, and construed, interpreted and resolved in accordance with United States federal law without regard to its choice of law provisions.
All Claims shall be submitted exclusively to the federal and state courts of competent jurisdiction located in Chittenden County, Vermont, and you and Joyn hereby unconditionally and irrevocably consent and submit to such exclusive jurisdiction and venue, and waive any objection they may now or hereafter have with respect thereto.
17. Indemnity by You
You agree, to the extent permitted under applicable law, to indemnify, defend and hold harmless Joyn and its Related Persons from and against any and all third-party complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including reasonable attorney’s fees, court costs, and legal expenses, arising out of or relating in any way to (a) your use of the Service, (b) Customer Data or Your Content (as applicable), or (c) your breach of this Agreement.
As used in this Section 18, a “Party” or “the Parties” refers to Joyn, on the one hand, and either Customer or User, on the other.
Waiver. No waiver of any right or remedy shall be effective unless in writing and signed by an authorized representative of the Party against whom enforcement of the waiver is sought. Neither the failure of either Party to exercise any right nor the waiver of any default or breach by the other Party, shall constitute a waiver of such right or a waiver of such default or breach with respect to any subsequent default or breach.