Joinee Terms of Use
“Website” refers to any of Joinee's websites, accessible from https://www.joinee.io/
“Service(s)”, “Joinee Service(s)” means the version of Joinee’s proprietary web-based virtual networking matching solution, websites, services, mobile apps, products, and content, inclusive of any applicable Customer-Specific Configuration.
“Customer-Specific Configuration” means any non-standard configuration for the Joinee Services desired by the Customer that is described in the Services Agreement with the Customer.
“Community Managers” means Customer’s individual officers, directors, or employees to whom Joinee or Customer issue or authorize access to End-User accounts for the Joinee Services.
“End-User” means an individual who agrees to receive the Services in response to an invitation sent by a Community Manager or directly by accessing the Services. A Community Manager may also constitute an End-User.
“Intellectual Property Rights” means all forms of proprietary rights, titles, interests, and ownership relating to patents, copyrights, trademarks, trade dresses, trade secrets, know-how, mask works, droit moral (moral rights), and all similar rights of every type that may exist now or in the future in any jurisdiction, including without limitation all applications and registrations therefore and rights to apply for any of the foregoing.
These Terms of Use constitute an agreement between you and Joinee Inc. (hereinafter referred to as “Joinee”, “Company”, “we”), a limited liability company, having its registered address at 7271 Great Egret blvd, Sarasota FL, USA 34241.
These Terms of Use govern your use of Joinee Services.
BY ACCESSING OR USING ANY OF JoineeS SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.
Please don’t use any of Joinee Services if you don’t fully agree to these Terms of Use.
These Terms of Use apply to all visitors, users and others who access or use the Services.
You represent that you are over the age of 18. Joinee does not permit those under 18 to use its Services.
Your access to and use of the Services is also conditioned on your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes our policies and procedures on the collection, use and disclosure of your personal information when you use the Services or the Website and tells you about your privacy rights and how the law protects you. Please read our Privacy Policy carefully before using our Services.
Subject to all terms and conditions of the Service Agreement and timely payment of all fees, Customer shall have the right to allow Community Managers to access and use the Services and End-Users shall have the right to receive the Services during the Term. Customer acknowledges that each End-User’s ability to receive the Services is contingent upon such End-User agreeing to be bound by, and complying with, the Terms of Use.
Customer acknowledges that use of the Services is provided only for the benefit of Customer, and agrees not to use the Services for the benefit of any third party.
Customer agrees not to, not to attempt to, nor allow any Community Manager or third party to: (i) rent, lease, lend, or transfer the Services, make the Services available to any third party or use the Services on a service bureau or time-sharing basis, (ii) attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Services, (iii) publicly disseminate any information or analysis relating to the Services or performance of the Services; or (iv) use the Services to develop a competitive offering.
Customer shall not make the Services available to End-Users who are under eighteen (18) years of age.
Customer shall not use the Services in connection with any violation of any applicable law, rule or regulation or in a manner that results in discrimination against End-Users on the basis of race, color, religion, creed, gender, sex (including pregnancy), sexual orientation, gender identity or expression, national origin, ancestry, age, marital status, citizenship status, genetic predisposition or carrier status, disability, military status, status as a disabled or other protected veteran or any other protected status under applicable law.
Customer is responsible for the activities of any and all persons accessing and using the Services using any Community Manager’s account credentials. Customer shall, and shall instruct its Community Managers to, use all reasonable means to secure account credentials, and shall promptly notify Company if it suspects that any account credentials have been compromised.
The Joinee Services may enable, integrate with or require End-Users to use, or End-Users may otherwise choose to use third-party services, such as Calendly, Slack, Telegram, Google services or other services listed in the Privacy Policy. Company shall not be liable for any error or failure relating to such third-party services or any act or omission of any third party in relation thereto. Use of such third-party services may require End-Users to agree to applicable terms and conditions.
As between the parties, Company owns all rights, title and interest (including all Intellectual Property Rights) relating to the Joinee Services (including without limitation all underlying source code, algorithms and models) and any software, technology, materials and information owned by Company prior to the Effective Date or created, authored, developed, made, conceived or reduced to practice by Company after the Effective Date (including in connection with any Customer-Specific Configuration).
Customer is not required to provide any ideas, feedback or suggestions regarding any of Company’s products or services (“Feedback”) to Company.
To the extent Customer does provide any Feedback to Company, Customer hereby grants to Company, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license under Customer’s Intellectual Property Rights in and to such Feedback to use, reproduce, modify, distribute, make, have made, sell, offer for sale, import and otherwise exploit in any manner such Feedback.
Joinee may suspend or terminate the provision of the Services to any End-User, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms of Use.
The Services are provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. You use them at your own risk and discretion. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of the course of dealing, course of performance, usage or trade practice.
Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Services will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error-free or that any errors or defects can or will be corrected.
Except as expressly set forth in these Terms of Use, neither party makes any warranties, express or implied, with respect to the subject matter of these Terms of Use, and each party expressly disclaims the implied warranties of merchantability, non-infringement, fitness for a particular purpose and implied warranties arising from a course of dealing or performance.
Company and its suppliers, licensors, partners, affiliates and service providers do not make any warranty regarding the results of the use of service, that the Services will meet the requirements of the Customer or any End-User, that the Services or functionality provided by the Services will be correct, uninterrupted or error-free or that defects will be corrected.
Company agrees to, at its own expense, defend and/or settle any claim, action or suit (“Claim”) brought by a third party against Customer or its affiliates, or their directors, officers and employees (“Customer Indemnitees”), alleging that the Company technology underlying the Services infringes such third party’s copyrights or constitutes a misappropriation of such third party’s trade secrets. Company will pay those amounts finally awarded by a court of competent jurisdiction against the Customer Indemnitees or payable pursuant to a settlement agreement agreed to by Company with respect to such Claim. If Company, in its sole discretion, believes such Claim or an adverse judgment in connection with such Claim is likely, then Company may, at its option, (a) obtain a license from such third party claimant that allows Customer to continue the use of the Services, (b) modify the Services so as to be non-infringing, or (c) if neither (a) nor (b) is available to Company on commercially reasonable terms, terminate these Terms of Use upon written notice to Customer. Notwithstanding the foregoing, Company will have no obligation or liability relating to any Claim that: (x) is based on modification or customization of the Services at the direction of Customer; (y) is based on the combination or use of the Services (or any component of either) with any software, hardware, system, method, device or materials not provided by Company; or (z) results from Customer’s use of the Services in a manner that is inconsistent with its intended use or is in breach of these Terms of Use.
Customer agrees to, at its own expense, defend and/or settle any Claim brought by a third party against Company or its affiliates, or their directors, officers and employees (“Company Indemnitees”), that arises out of or relates to the use or alleged use of the Services by Customer, Community Managers or End-Users. Customer will pay those amounts finally awarded by a court of competent jurisdiction against the Company Indemnitees or payable pursuant to a settlement agreement agreed to by Customer with respect to such Claim. Notwithstanding the foregoing, Customer will have no obligation or liability relating to any Claim for which Company has an obligation to indemnify the Customer Indemnitees.
As a condition to the indemnity obligations, the indemnified party shall provide the indemnifying party with: (a) prompt notice of any Claim, no later than thirty (30) days after receipt of such Claim by the indemnified party, except that any failure to provide this notice promptly only relieves the indemnifying party of its responsibility to the extent its defense is materially prejudiced by the delay; (b) sole control over the defense and settlement of the Claim, provided that the indemnifying party shall not admit fault by the indemnified party or agree to any settlement that imposes any obligations or restrictions on the indemnified party, without the indemnified party’s prior written consent (such consent not to be unreasonably withheld) and (c) all assistance, information and authority reasonably required for the defense and/or settlement of the Claim.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms of Use), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Except for payment obligations, neither party will be responsible for any failure or delay in its performance under this Terms of Use due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
Confidentiality
Each party shall keep confidential all information and materials provided or made available by the other party that is marked as confidential or proprietary or (for orally disclosed information) is identified as confidential or proprietary at the time of disclosure and confirmed in writing (including e-mail) as such within fifteen (15) days of the disclosure (“Confidential Information”).
The features and functionality of the Services, any Services documentation, the fees charged hereunder and any information regarding planned modifications or updates to the Services or other Company products and services constitute Confidential Information of Company.
Each party shall keep and instruct its employees and agents to keep Confidential Information confidential by using at least the same care and discretion as used with that party’s own confidential information but in no case less than a prudent and reasonable standard of care.
Neither party shall use Confidential Information other than for purposes of performing its obligations hereunder or as authorized by the disclosing party.
Information or materials shall not constitute Confidential Information if it is: (i) in the public domain through no fault of the receiving party, (ii) known to the receiving party prior to the time of disclosure by the disclosing party, (iii) lawfully and rightfully disclosed to the receiving party by a third party on a non-confidential basis, (iv) developed by the receiving party without reference to Confidential Information or (v) required to be disclosed by law or legal process, provided that the receiving party promptly provide notice to the disclosing party of such request or requirement so the disclosing party may seek appropriate protective orders.
If any party, its employees or agents breaches or threatens to breach the obligations, the affected party may seek injunctive relief from a court of competent jurisdiction, in addition to its other remedies, as the inadequacy of monetary damages and irreparable harm are acknowledged.
Data protection
Company agrees to collect, use, and disclose any Community Manager or End-User information in accordance with its Privacy Policy published on the Website.
Company further agrees to implement reasonable administrative, technical, and physical safeguards to protect against unauthorized access or use of Community Manager or End-User information.
To the extent applicable, the Parties’ relationship with regards to Community Managers’ and End-Users’ Personal Data or Personal Information (as defined under the applicable data privacy laws) shall also be governed by the data processing agreement (“DPA”).
These Terms of Use shall be effective as of the Effective Date and shall continue in full force and effect until the end of the term specified in the Services Agreement unless earlier terminated as set forth herein.
These Terms of Use shall be governed by, and construed in accordance with, the laws of the European Union, without reference to conflicts of laws principles.