These Terms of Service (the “Terms”) are a legal contract between MetaPort Systems, LLC d/b/a “joyn”, (the “Company”, “we” or “us”) and “you” (and “your,” or “User”). The Terms explain how you are permitted to use the services provided by and through our software-as-a-service platforms and website(s) (including those located at https://www.joynams.com) as well as all of our associated internet properties (either linked by the Company) and any software that the Company provides to you for download, including in your mobile devices (our “Mobile App(s)” or “App(s)”) (all of these virtual properties and mobile applications, collectively, the “Site”). These Terms also govern your use of all the text, data, information, software, graphics, proprietary content and more (all of which we refer to as “Materials”) that we and/or our affiliates may make available to you, as well as any services we may provide through this Site. Collectively, the Site, the Materials, and the services provided herein are referred to as the “Service”.
USING THE SERVICE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SERVICE. THESE TERMS APPLY TO ALL VISITORS, CUSTOMERS, END USER, VENDORS, AND OTHERS WHO ACCESS THIS SERVICE.
- THE SERVICE.
The Service includes an integrated, software-as-a-service enterprise-level platform, that facilitates among other services, any or all of the following: (i) membership management by associations; (ii) events’ management; and (iii) event experiential engagement services. Our Service enables our customers (each a “Customer”) and our Customers’ constituents (defined below) to manage their own End User (defined in Section 5) and their membership engagement and/or events, by accessing and using the features provided through the Service, including our online dashboard experience and our application programming interfaces (“API”). The Service provides both an internal management console for use by our Customers and their authorized End User (the “Console”), and a user-facing portal for use by Customer Constituents and their own authorized End User (the “Portal”). For purposes of these Terms, “Customer Constituents” means the companies, individuals, universities, suppliers, licensees, registrants, attendees, and/or any other organizations that have fulfilled, or are in the process of fulfilling, Customer’s formal membership process or access to their user community.
- MODIFICATIONS AND ADDITIONAL TERMS.
(a) Changes to these Terms. The Company can change, update, add or remove provisions of these Terms at any time by posting the updated Terms on the Site and by providing a notice on the Service. We will ask for your express consent to the updated Terms where we are legally required to do so, and our notice to you will explain how you can accept or reject the changes. If you do not agree with any of the updated Terms, you must stop using the Service. Unless otherwise required by law, the updated Terms are effective as of the day of posting.
(b) Changes to the Service. The Company may make changes to the Service at any time, without notice to you. If you object to any changes to the Service, your sole recourse will be to cease using the Service. Continued use of the Service following posting of any such changes will indicate your acknowledgement of such changes and satisfaction with the Service as modified. We also reserve the right to discontinue the Service, or any component of it, at any time without notice to you. We will not be liable to you or any third-party should we exercise our right to modify or discontinue the Service. If you are under a paid subscription, any changes to the Service will become effective only after termination of your then-current term.
(d) Executed Contract(s). If you have entered into a separately executed (i.e. signed) order form, statement of work, and/or agreement for services with the Company (collectively and individually, “Contract”), you are also subject to all additional terms and/or limitations set forth in such Contract in addition to these Terms. For sake of clarity, however, such Contract shall supersede these Terms, even when the Contract incorporates these Terms by reference. In the event of any conflict between these Terms and the Contract, the Contract will prevail. In cases where the Contract does not address specific provisions included in these Terms, these Terms will apply, supplementing the Contract.
- YOUR ACCEPTANCE AND CONTRACTUAL RELATIONSHIP.
By using the Service, you represent, acknowledge and agree that you are at least 18 years of age, or that you are of age under the laws of your jurisdiction, and/or lawfully able to enter into contracts. If you are not legally able to enter into contracts, you may not use the Service at any time or in any manner or submit any information to the Company or the Service. If you are under 18 years of age or not of legal age to form a binding contract in your place of residence, you must have your parent or legal guardian’s permission to use the Service.
Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available and may assist you in limiting access to material that is harmful to minors.
If you are entering into these Terms on behalf of a business entity or organization, you represent and warrant that you have the legal authority and capacity to bind such business entity or organization. If you are not authorized nor deemed by law to have such authority, you assume sole personal liability for the obligations set out in these Terms.
Your access to and use of the Service is subject to your continued compliance with these Terms and all applicable laws. Your right to access and use the Service will terminate immediately, without any further action by the Company, if you breach these Terms.
- END USER.
(a) Visitors and Guests. Visitors and guests may not need to register with the Company to simply visit and view the Site. You can simply view the Site and not use the Service.
(b) Accounts. However, in order to access certain password-restricted areas of the Site and to use the Service and Materials offered on and through the Site, you must register and/or open an account with us (your “Account”).
(c) Customers and Customer Constituents. If you purchase access to the Service from us, you become a Customer. Your use is limited to your internal business purposes, which includes the right for your Customer Constituents to register as your members or part of your community under the Service. An authorized User for purposes of the Service, means any individual employees, agents, or contractors of Customer or a Customer Constituent as applicable, who access the Service under the rights granted to Customer and/or Customer Constituent, pursuant to these Terms. As a Customer or Customer Constituent you acknowledge and agree that, as between us and you, you are responsible for any act or omission by an authorized User which, if undertaken by you, would constitute a breach of these Terms. You agree to undertake reasonable efforts to make all your authorized End User aware of these provisions as applicable to such End User and to you.
(d) End User. An “End User” is anyone who accesses the Service under the rights granted hereunder. If you are an End User, you accept responsibility for yourself in the use of the Service. The Service is designed for your active engagement in membership, registrant, attendee, or event management, however you acknowledge that your relationship with Customer or Customer Constituent or your own authorized End User, as applicable, is with them (as your employee/employer, or contractor/agent/principal) and independent of your use of this Service. By using the Service, you agree not to hold the Company liable in any way for any issues between you and Customer or Customer Constituent or with your own authorized End User(s). Additionally, you agree and understand that you are subject at all times to these Terms and all additional policies hereby incorporated by reference.
- USE OF THE SERVICE.
For as long as you agree to these Terms and abide by them, you may use the Service. These Terms apply to all End Users of the Service, including Visitors and Registered End User (Customers, Customer Constituents, authorized End User), who are also contributors of User Content. The Service is licensed, not sold, to you.
(a) Grant of a Limited License to Use the Service. The Service is protected by copyright laws throughout the world. Subject to your agreement, continuing compliance with these Terms, and any other relevant Company policies, Company grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable limited license subject to the limitations below to use the Service and/or download, and use a copy of the Mobile App or client-software on a mobile device or computer that you own or control and to run such copy solely for your own individual, non-commercial purposes only. You agree not to use the Service for any other purpose. If you are Customer or Customer Constituent, your rights include those granted in Section 6(c).
(b) API credentials. If you are a Customer, in order to access the Service, you may need to use our API. For this purpose, the Company grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, use, and integrate the Service with your application(s) in accordance with this Agreement (“API License”). This API License may be immediately revoked or terminated by the Company if you share your API Credentials with any third party (other than third party service providers who need such information in order to perform services for you) or if you breach this Agreement. In order to access and use the Company API, the Company will provide you with credentials in the form of a key and secret specific to you (“API Credentials”). The API Credentials are confidential information and property of the Company. You are responsible for maintaining commercially reasonable security and control of your API Credentials in accordance with this section. You are prohibited from selling, transferring, sublicensing, or disclosing the API Credentials to any third party, other than to your third-party service providers who need such information in order to perform services for you, if applicable. The Company may immediately revoke the API Credentials if you breach this Agreement.
(c) Restrictions. You may not (i) remove any copyright, trademark or other proprietary notices from any portion of the Service; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service except as expressly permitted by the Company; (iii) decompile, reverse engineer or disassemble the Service except as may be permitted by applicable law; (iv) use unauthorized modified versions of the Service, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Service; (v) link to, mirror or frame any portion of the Service except as expressly permitted by the Company; (vi) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service; or (vii) attempt to gain unauthorized access to or impair any aspect of the Service or its related systems or networks.
(d) Registration Data. In registering for the Service, you agree to (i) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (A) notify the Company immediately of any unauthorized use of your password or any other breach of security by emailing us (please refer to our Contact Us page for applicable email information); and (B) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information. You agree that you shall not have more than one Account for personal use at any given time. The Company shall be entitled to monitor your username and password and, at its discretion, require you to change it. If you use a username and password that the Company considers insecure or inappropriate, the Company will be entitled to require this to be changed and/or terminate your Account. The Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to register for an Account on behalf of an individual other than yourself, or register for an Account on behalf of any group or entity unless you are authorized to bind such person, group, organization, or entity to these Terms. By registering another person, group, organization, or entity you hereby represent that you are authorized to do so. You agree not to create an Account or use the Service if you have been previously removed by the Company, or if you have been previously banned from any of the Company properties.
(e) Data Network and Internet Access. When you access the Service through a mobile network, your network or roaming data services, data and other rates and fees will apply. Downloading, installing or using certain services may be prohibited or restricted by your network provider and not all features of the Service may work with your network provider or device. The Service may require an Internet connection to access Internet-based features, authenticate the Service, real-time messaging or perform other functions. You acknowledge that you may be charged by your network service provider and shall be responsible for any such charges for Internet access.
(f) Company Responsibilities. As part of the Service, the Company will provide Customer with the Company’s standard support and service level commitment for the Service in accordance with its standard policies under the terms of the Statement of Work, except for any unavailability caused by circumstances beyond the Company’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, epidemic, civil unrest, act of terror, strike or other labor problem (other than one involving the Company’s employees), Internet service provider failure or delay, failure or delay of service from any third party cloud computing services provider, or denial of service attack. The Company reserves the right to modify its maintenance and support services documentation from time-to-time and, other than immaterial changes and corrections, will give Customer reasonable notice of modifications thereto. Additionally, the Company has implemented industry standard technical and organizational measures designed to secure the Service and User Content from accidental loss and unauthorized access, use, alteration or disclosure. Notwithstanding the foregoing, the Company cannot guarantee that unauthorized third parties will never be able to defeat those measures to gain access to the Service, and as such, Customer understands that its use of the Service is at Customer’s own risk. Notwithstanding the foregoing, each party shall take, and hereby represents that it has taken, all steps to ensure the reliability and security of its systems; and that it will comply with their respective systems, network and data security policies.
- PROFESSIONAL SERVICES
(a) Professional Services. “Professional Services” means, in each instance, those services provided by the Company to Customer, pursuant to a Statement of Work, including without limitation, integration, configuration, training, consulting or other professional services. A “Statement of Work” means one or more ordering documents for purchases of Professional Services that are executed by Customer and the Company, from time to time. Each Statement of Work shall contain, at a minimum, the following information: (i) the scope of the Professional Services to be provided; (ii) applicable rates and fees; (iii) responsibilities and dependencies of each Party; (iv) agreed upon Work Product and specific deliverables, if any; and (v) signatures of authorized representatives of both Parties. Statement of Works are incorporated into these Terms by reference.
(b) Ordering Professional Services. The Parties may, but are under no obligation to, enter into one or more Statement of Works for Professional Services to be performed by the Company. No Professional Services shall be furnished to Customer by virtue of these Terms alone but shall require the execution of a Statement of Work by both Parties.
(c) Scope Modifications. Customer may at any time request a modification to the Professional Services to be performed pursuant to any particular Statement of Work by making a written request to the Company specifying the desired modifications. The Company shall submit an estimate of the cost for such modifications and a revised estimate of the time for performance pursuant to the Statement of Work. Modifications in any Statement of Work shall become effective only when a written change request is executed by authorized representatives of both Parties.
(d) Company Personnel. The Company shall be responsible for securing, managing, scheduling, coordinating and supervising Company personnel, including its subcontractors, performing the Professional Services. The Company may designate a Company project manager in a Statement of Work who will be responsible for coordinating the Company’s provision of Professional Services under such Statement of Work. The Company shall have the right to remove or replace any personnel providing Professional Services with similarly skilled personnel. If key personnel are requested, the Company shall provide reasonable notice to Customer of any change in personnel providing Professional Services. The Company may, in its sole discretion, subcontract or delegate any work under any Statement of Work to any third party without Customer’s prior written consent, provided that the Company shall remain responsible for the performance, acts and omissions of any such subcontractors. Customer may request that the Company remove or replace Company personnel solely for reasons that are not unlawful, including if Customer believes, in Customer’s reasonable discretion, that such personnel’s involvement is inappropriate, unsafe or detrimental to the delivery of the Professional Services. In the event such a request is made, any project timelines shall automatically extend by the amount of time required to replace said personnel and assimilate them into the project.
(e) Cooperation. Customer shall perform its obligations as set forth in the applicable Statement of Work, as well as the following obligations: (i) provide sufficient, qualified, knowledgeable personnel capable of (1) performing Customer obligations set forth in each Statement of Work; (2) making timely decisions necessary to move the Professional Services forward; and (3) participating in the project and assisting the Company in rendering the Professional Services; and (ii) in the case of on-site Professional Services, provide the Company with reasonable access to Customer’s facilities during Customer’s normal business hours and otherwise as reasonably requested by the Company, including such working space as the Company may reasonably request. Customer acknowledges and agrees that the performance by Customer of its obligations is material to the Company’s ability to commence, proceed with and complete the Professional Services. In the event Customer does not perform Customer obligations in a timely manner, the Company may take any action as set forth in the applicable Statement of Work, or terminate the applicable Statement of Work in accordance with these Terms.
(f) Work Product. “Work Product” means any expression of the Company’s findings, developments, inventions, analyses, conclusions, opinions, recommendations, ideas, techniques, designs, programs, enhancements, derivatives, improvements, modifications, interfaces, software, and other technical information resulting from the performance of Professional Services, support services, or any other services performed for the benefit of Customer. Unless otherwise specified in the applicable Statement of Work, all Work Product created under these Terms, including all Intellectual Property Rights related thereto, is owned by the Company. Regarding Work Product created under a Statement of Work, and these Terms, that is owned by the Company, and is made available to Customer to enable Customer’s use of the Service pursuant to these Terms, the Company hereby grants Customer a worldwide, non-exclusive, non-transferrable, non-sublicensable right and license to use the Work Product, solely in connection with Customer’s use of the Service. Unless otherwise specified in the applicable Statement of Work, to the extent Customer acquires any rights in the Work Product, Customer hereby assigns such rights to the Company. Customer shall give the Company all reasonable assistance and execute all documents necessary to assist or enable the Company to perfect, preserve, register and/or record such assignment and the Company’s rights in any Work Product.
For sake of clarity, the fact that Customer uses the Service in any particular manner or configuration is Customer’s Confidential Information. However, Customer acknowledges that it does not receive any exclusive right under these Terms to use the Service in any particular manner or configuration, and that the Company reserves any Intellectual Property Rights that are embodied by or practiced by the use of the Service in a particular manner or configuration. For example, no exclusive rights are granted, and the Company reserves any intellectual property rights in, any methodologies, data models, work-flow, reports, or interfaces that are practiced or embodied by implementing the Service in a particular configuration using the Service’s non-customized code or configurable code. For the purpose of the foregoing, “configuration” means the methodical process of making the Service ready to use, including defining pre-set options, values of parameters, and configuring set-ups, templates, and/or components that make up the system or Service.
- OUR ACCEPTABLE USE POLICY AND OUR COMMUNITY.
(a) No Illegal, Harmful, or Offensive User Content, or Use. You may not use, or encourage, promote, facilitate or instruct others to use, the Service for any illegal, criminal, harmful, fraudulent, infringing or offensive use or enterprise, or to transmit, store, display, distribute or otherwise make available information or content (including User Content) that is illegal, harmful, fraudulent, infringing or offensive. Prohibited activities or content include:
- Illegal, Harmful or Fraudulent Activities. Any activities that are illegal, tortious, that violate the rights of others, or that may be harmful to others, our operations or reputation, including disseminating, promoting or facilitating child pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming.
- Infringing Content and/or Use. Content that infringes or misappropriates the intellectual property or proprietary rights of others, including unauthorized disclosures of private information, or taking information directly from Company and/or our End Users, and using it for your own personal or business purposes without permission or proper attribution. You agree NOT to attempt to resell Company’s products and/or access to the Service without our written permission.
- Offensive Content. Content that is harmful to minors in any way, defamatory, libelous, obscene, abusive, threatening, discriminatory, harassing, invasive of privacy, false, intentionally misleading, patently offensive, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, depicts non-consensual sex acts or that promotes racism, bigotry, hatred, religious intolerance, misogyny, or physical harm of any kind against any group, individual or animal.
- Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.
- False Content. Submitting any content or information that falsely states, impersonates or otherwise misrepresents your identity, including but not limited to misrepresenting your current or previous qualifications, or your affiliations with a person or entity, past or present, or assuming another’s identity.
(b) No SPAM, E-Mail or Other Message Abuse. You will not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “SPAM”), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider. You will not use ANY of our communication tools (forums, messaging, feeds) to market other businesses or opportunities not related to (or approved by) the Service.
(c) No Security Violations. You may not use the Service to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:
- Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.
- Interception. Monitoring of data or traffic on a System without permission.
- Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route.
(d) No Network Abuse. You may not make network connections to any End Users, hosts, or networks unless you have permission to communicate with them. Prohibited activities include:
- Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.
- Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
- Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.
- Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers.
- Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.
(e) Authorized Use. The Service is an online service for membership engagement and event management by our customers. As such, you agree to (i) comply with this Policy, (ii) comply with all laws and regulations applicable to you, including, without limitation, criminal laws, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements within your field; and (iii) use the Service in a professional manner.
(f) Our Monitoring and Enforcement. We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Service. We may:
- investigate violations of this Policy or misuse of the Service;
- review any User Content, and remove, disable access to, or modify any content or resource (including User Content) that violates this Policy or any other agreement we have with you for use of the Service;
- monitor all prohibited actions, investigate, and/or take appropriate action at our sole discretion against you.
If you violate this Policy or any other provision of the Terms of Service or otherwise create liability for us or any other person, including reputational harm, we may (without limitation) and in addition to the above, terminate or suspend your Account, take legal action to enforce our rights, and/or report you to appropriate law enforcement authorities, regulators, or other appropriate third parties. PLEASE BE AWARE THAT WE COOPERATE WITH LAW ENFORCEMENT AND REPORT SUSPICIOUS AND/OR ILLEGAL ACTIVITY.
Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing information related to alleged violations of this Policy.
(g) Reporting of Violations of this Policy. Contact Info.
- SUBSCRIPTIONS; PAYMENTS; AND CANCELLATIONS.
(a) Subscriptions. By executing a Contract (order form or otherwise) and/or by registering for an Account, you obtain access to the Service (a “Subscription”). Each Subscription and the rights and privileges provided therein is personal and non-transferable. Paid Subscriptions may include premium and/or additional features and services not available to free Subscriptions. Subject to Section 2(b), the Company reserves the right to change prices for paid Subscriptions at any time and does not provide price protection or refunds in the event of promotions or price decreases.
(b) Payments. If you purchase any services that we offer for a fee, either on a one-time or on a Subscription basis, you agree and consent to the Company’s use of third-party payment providers for billing and processing online payments, and you agree to pay the applicable fees for the Subscription (including, without limitation, periodic fees for monthly or annual Subscriptions) as they become due, plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the end of the Subscription Term (defined in Section 10(c) below).
If you do not pay on time or if the Company cannot charge your payment method for any reason, the Company reserves the right to either suspend or terminate your access to the Service and Account and terminate these Terms. You are expressly agreeing that the Company is permitted to bill you for any applicable fees, any applicable tax and any other charges you may incur in connection with your use of the Service and the fees will be billed to the payment method designated on your registration with the Service and, if applicable, thereafter at regular intervals for the remainder of your Subscription Term. By providing a payment method, you expressly authorize the Company to charge said payment method at regular intervals subject to your particular Subscription. If you have a balance due on any Account, you agree that the Company may charge such unpaid fees to your payment method or otherwise bill you for such unpaid fees.
(c) AUTOMATIC RENEWAL TERMS. To facilitate continuity of the Service to you, each Subscription contains automatic renewal terms. The Company will automatically renew your paid Subscription as per the Subscription period of your choosing (each a “Subscription Term”), on the anniversary of the date that the Company first charges your Account for the first Subscription fee, and, as authorized by you during the Subscription sign-up process, the Company will charge your Account with the applicable Subscription fee and any sales or similar taxes that may be imposed on your Subscription fee payment (unless you opt not to renew). Each Subscription renewal period is for the same Subscription Term as the prior one, unless otherwise agreed between you and the Company. The Company reserves the right to modify pricing at any time (but not the price in effect for your then-current Subscription Term), upon advance notice to you. If you have not cancelled your Subscription or turned off the auto-renew function within the specified time after receiving notice of a price change, your Subscription will auto-renew at the price indicated in your notice.
(d) CANCELLATION TERMS. You may cancel your Subscription at any time, and such cancellation shall become effective upon expiration of your then-current Subscription Term. You agree and understand that you will be charged Subscription fees until the expiration of your then-current Subscription Term and Subscription fees will not be refunded, in whole or in part, subject to applicable law. You will not be eligible for a pro-rated refund of any portion of the Subscription fees paid for any unused days of the then-current Subscription Term. If you have any problems or concerns with your cancellation, please Contact Us [KD4] for assistance. Information regarding cancelling your Service can be found here.
- USER CONTENT.
You are responsible for the information, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available (“Make Available”) on or through the Service (each such submission “User Content”). You may not Make Available on this Service any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or any other proprietary right owned by a third-party, and the burden of determining whether any such right protects any material is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any User Content that you make or submit. As between you and us, you own your User Content and you have full responsibility for each User Content you make or submit, including its legality, reliability and appropriateness.
You hereby grant to the Company a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your User Content, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and otherwise use and commercialize the User Content in any way that the Company deems appropriate, without any further consent, notice and/or compensation to you or to any third parties.
You also authorize others to use the User Content that you publicly share or Make Available through the Service.
You may delete, or request deletion of your User Content at any time, unless you have shared such User Content with others and they have not deleted it, or it was copied or stored by other End User. Any User Content you submit is at your own risk of loss, and if shared publicly, non-confidential.
We may modify or adapt your User Content in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the User Content as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media.
When you provide User Content you agree that such User Content shall not be in violation of the Acceptable Use Policy. Those prohibitions do not require the Company to monitor, police or remove any User Content or other information submitted by you or any other user. Notwithstanding the foregoing, the Company reserves the right to remove any User Content from its Service at any time and for any or no cause. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any User Content posted by you to or through this Service.
If you use any rating feature of the Service and/or if you send or transmit any communications, comments, questions, suggestions, or related materials to the Company, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Service, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. The Company is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that the Company may use any of this Feedback in aggregated or non-aggregated from, however the Company is not obligated to use, display, reproduce, or distribute any such ratings, ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
- FORUMS AND MESSAGING.
Description of types of services (I know we have forums). Please note that ideas you post and information you share may be seen and used by other End Users, and the Company cannot guarantee that other End Users will not use the ideas and information that you share on the Service. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it on the public forums of the Service. Please refer to Section 14 below and our Copyright Policy for more information regarding how we treat infringing content.
COMPANY IS NOT RESPONSIBLE FOR AN END USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION POSTED IN ANY COMPANY COMMUNITY FORUMS.
- COMPANY INTELLECTUAL PROPERTY OWNERSHIP.
The Service and all proprietary and intellectual property rights embodied and practiced therein, including the look-and-feel of the Site, are and shall remain the Company’s property (or the property of the Company’s licensors). Neither these Terms nor your use of the Service convey or grant to you any rights: (i) in or related to the Service except for the limited license granted above; or (ii) to use or reference in any manner the Company’s company names, logos, product and service names, trademarks or services marks or those of the Company’s licensors. There are no licenses by implication. If you breach any of these Terms, the above license will terminate automatically, and you must stop using the Service and immediately destroy any materials downloaded or printed from the Service.
- INTELLECTUAL PROPERTY INFRINGEMENT AND NOTIFICATIONS.
The Company does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and the Company will remove User Content if properly notified that such User Content infringes on another’s intellectual property rights (please refer to our Copyright Policy). The Company reserves the right to remove User Content without prior notice.
- TERM AND TERMINATION.
The Terms commence on the date when you start using the Service and remain in full force and effect while you use the Service, unless terminated earlier in accordance with the Terms. If you want to terminate the Service, you may do so by (a) notifying the Company at any time and your Subscription will terminate at the end of the Subscription; (b) closing your Account; and/or (c) if you are Visitor, stop visiting the Site. We reserve the right to terminate or suspend your account or access to the Service at any time and for any reason. It is within our sole discretion and determination to terminate your Account for what we deem to be a violation or breach of these Terms. In the event that we terminate or suspend your Account, you will have no further access to your Account, or anything associated with it. Termination of the Service includes (i) automatic termination of all licenses and you must immediately destroy any downloaded or printed Materials (including software); and (ii) deletion of your password and related information, files and content associated with or inside your Account (or any part thereof), including User Content, except to the extent of any surviving licenses or applicable record retention requirements. The Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of User Content. All provisions of the Terms, which by their nature should survive, shall survive termination of the Service, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
You may close your Account by using the feature provided in the Service or, in the alternative, by emailing us. Please refer to our Contact Us page for contact information. We will proceed to close your Account and send you an email confirmation.
- THIRD-PARTY SITES AND OFFERINGS.
The Company or other third parties may make available to Customer certain software or services delivered or performed by third parties that may be used in conjunction with the Service, including associated offline products provided by third parties, that interoperate with the Service (“Third-Party Offerings”). Any acquisition by Customer of any such Third-Party Offerings, and any exchange of data between Customer (and Customer Constituents and authorized End User) and any provider of a Third-Party Offering, is solely between Customer and the applicable provider of the Third-Party Offering. The Company does not warrant or support any Third-Party Offering, whether or not they are designated by the Company as “certified” or otherwise. If Customer installs or enables any Third-Party Offering for use with the Service, Customer acknowledges that the Company may allow providers of that Third-Party Offering to access User Content as required for the interoperation and support of such Third-Party Offering with the Service. The Company shall not be responsible for any disclosure, modification or deletion of User Content resulting from any such access by the providers of Third-Party Offerings.
- DISCLAIMER OF WARRANTIES.
(a) Generally. You use the Service at your own risk. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY (ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ASSOCIATES, PARTNERS, LICENSORS AND SUPPLIERS) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(b) Disclaimer of Other End Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER END USERS OF THE SERVICE. YOU UNDERSTAND THAT THE COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF AN END USER OF THE SERVICE.
- LIMITATION OF LIABILITY.
NOTHING IN THESE TERMS SHALL AFFECT YOUR LEGAL RIGHTS AS A CONSUMER OR EXCLUDE OR LIMIT ANY LIABILITY, WHICH CANNOT BE LEGALLY EXCLUDED, OR LIMITED.
THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, REMOTE OR OTHER SIMILAR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES (HOWEVER SUCH LOSSES ARE QUALIFIED), ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE SERVICE ITSELF, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SUBJECT TO THE EXCLUSIONS EXPRESSLY SET FORTH IN THIS SECTION, IN ALL EVENTS, THE COMPANY SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID TO THE COMPANY IN ACCORDANCE WITH THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID ANYTHING TO THE COMPANY DURING SUCH TIME PERIOD, YOUR SOLE REMEDY (AND THE COMPANY’S EXCLUSIVE LIABILITY) FOR ANY DISPUTE WITH THE COMPANY IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. To the extent that the Company may not, as a matter of applicable law, disclaim any warranty or limit its liability as set forth in these Terms, the scope of such warranty, and the extent of the Company’s liability, shall be the minimum permitted under such applicable law.
You agree to indemnify and hold the Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees’) relating to or arising out of: (a) Your User Content; (b) your use of, or inability to use, the Service; (c) your violation of the Terms; (d) your violation of any rights of another party, including any End User; or (e) your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Service.
- INTERACTIONS BETWEEN END USERS.
You are solely responsible for your interactions with other End Users of the Service and any other parties with whom you interact through the Service. The Company may limit the number of connections you may have to other End Users and may, in certain circumstances, prohibit you from contacting other End Users through use of the Service or otherwise limit your use of the Service. The Company reserves the right, but has no obligation, to monitor or become involved in any way with these disputes. You will fully cooperate with the Company to investigate any suspected unlawful, fraudulent or improper activity, including, but not limited to, granting the Company access to any password-protected portions of your Account. The Company reserves the right to restrict, suspend, or close your account if the Company determines, in our sole discretion, that doing so is necessary or in our best interests.
If you have a dispute with one or more End User, you release the Company (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
If you are a California resident, you waive California Civil Code § 1542, which says: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
- LOCAL LAWS.
The Company controls and operates the Service from its headquarters in the United States of America and it may not be appropriate or available for use in other locations outside of the United States of America. If you use the Service outside the United States of America, you are responsible for following applicable local laws.
- SPECIAL PROVISIONS FOR MOBILE APPLICATIONS.
(a) App Stores. You acknowledge and agree that the availability of the Mobile App and the Service is dependent on the third party from whom you received the Mobile App license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that the Terms are between you and the Company and not with the App Store. The Company, not the App Store, is solely responsible for the Service, including the Mobile App, the content thereof, maintenance, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Mobile App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Service, including the Mobile App. You agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Service, including the Mobile App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.
(b) Additional License Terms for use of the Service in conjunction with the Apple App Store. With respect to any Mobile App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on Apple-branded products that run the iOS (Apple’s proprietary operating system); and (ii) as permitted by the “Usage Rules” set forth in the Apple Terms of Service. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
- You acknowledge and agree that (i) the Terms are concluded between you and the Company only, and not Apple; and (ii) the Company, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between the Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of the Company.
- You and the Company acknowledge that, as between the Company and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- You and the Company acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between the Company and Apple, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
- You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
- Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
(c) Additional License Terms for use of the Service in conjunction with the Android App Store. The following additional terms and conditions apply with respect to any Mobile App that the Company provides to you designed for use on an Android-powered mobile device (an “Android App”):
- You acknowledge that these Terms are between you and the Company only, and not with Google, Inc. (“Google”).
- Your use of the Company’s Android App must comply with Google’s then-current Google Play Terms of Service.
- Google is only a provider of the Android App market where you obtained the Android App. The Company, and not Google, are solely responsible for the Company’s Android App and the services and content available thereon. Google has no obligation or liability to you with respect to the Company’s Android App or these Terms.
You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to the Company’s Android App.
- DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.
Please read this carefully if you are a resident of the United States of America. It affects your rights.
(a) Applicable Law. These Terms will be subject to and construed in accordance with the laws of the State of Tennessee, United States of America, excluding its rules regarding conflicts of law. You agree that any claim or dispute you may have against the Company must be resolved exclusively by a state or federal court located in the State of Tennessee, except as otherwise agreed by the parties or as described in the Arbitration subsection below. You agree to submit to the personal jurisdiction of the courts located in the city of Nashville and County of Davidson for the purpose of litigating all such claims or disputes.
(d) Waiver of Jury Trial. YOU HEREBY WAIVE YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
- ELECTRONIC COMMUNICATIONS.
The communications between you and the Company will use electronic means, whether you visit the Site, send the Company e-mails, or use the Service or whether the Company posts notices on the Site or communicates with you via e-mail.
CONSENT TO ELECTRONIC COMMUNICATION
For contractual purposes, you (1) consent to receive communications from the Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. Where the Company requires that you provide an e-mail address; you are responsible for providing the Company with your most current e-mail address. In the event that the last e-mail address you provided to the Company is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, the Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. We are not responsible for any automatic filtering you or your network provider may apply to communications we send to an e-mail address that you provide to us.
MOBILE MESSAGING TERMS
When you provide us with your mobile telephone number, you agree that the Company may send you text messages (including SMS and MMS) to that mobile telephone number. The Company may send you up to five text messages per month. When you first provide your mobile telephone number to us, you will receive a confirmation text message and you may need to reply as instructed to complete registration. The Company will never charge you for the test messages you receive, however you may see message and data rate charges from your mobile provider, though, so be sure to check your plan. You are responsible for the payment to your mobile provider of any message, data and other charges related to text messages, including for confirmation texts you receive and your responses thereto.
You may opt-out of receiving any future text messages from the Company at any time by either replying to a text message with the keyword “STOP”. If you opt-out, you agree to receive a final text message confirming your opt-out. When you opt-out of text messaging, you will no longer receive any text messages unless you re-subscribe. In addition, for assistance, you may reply to any text message with the keyword “HELP”. Texts may be sent through an automatic telephone dialing system. Consent to receive mobile messages is not required as a condition to using the Website or to purchase any goods or services on the Website.
You agree to notify us of any changes to your mobile telephone number by clicking the “Manage Preference” link at the bottom of any Subscription or by sending us an email with “Update Mobile Number” in the subject line. Please refer to our Contact Us page for applicable email information. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues.
- CONSUMER NOTICE.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Service is provided by MetaPort Systems, LLC d/b/a “joyn”, Inc. If you have a question or complaint regarding the Service, please contact the Company’s Customer Service at Contact Us Attention: Customer Service. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
- CONTACT US.