Welcome to our digital property (the “Site”). You have access to a variety of resources and content. These may include: (a) software, applications, application program interfaces, and software as a service, offerings, and outputs to all of the foregoing (“Software”); (b) web pages, data, messages, text, images, photographs, graphics, audio and video such as podcasts and webcasts, and documents such as press releases, white papers and product data sheets (“Materials”); and (c)forums, discussion groups, chat areas, bulletin boards, blogs, wikis, e-mail functions, and other services in connection with which you can upload, download, share, email, post, publish, transmit or otherwise access or make available Content (as defined below) (“Community Services”). Software,Materials, Community Services, and other information, content and services are collectively referred to as “Content.”
1. Use of Software
2. Use of Materials
You may download, store, display on your computer, view, listen to, play and print Materials that Joi publishes or broadcasts or makes available for download subject to the following: (a) the Materials may be used solely for your personal, informational, noncommercial purposes; (b) theMaterials may not be modified or altered in any way; and (c) the Materials may not be redistributed.
3. Use of Community Services
Community Services are provided as a convenience and Joi is not obligated to provide any technical support for, or participate in,Community Services. While Community Services may include information regarding Joi products and services, including information from Joi employees, they are not official customer support channels for Joi.
You may use Community Services subject to the following: (a)Community Services may be used solely for your personal, noncommercial purposes; (b) Content provided on or through Community Services may not be redistributed; and (c) personal data about others may not be stored or collected except where expressly authorized by Joi.
4. Reservation of Rights
The Site and Content are the intellectual property and copyrighted works of Joi or a third-party provider. All rights, title and interest not expressly granted with respect to the Site and Content provided on or through the Site are reserved. All Content is provided on an "As Is" and "As Available" basis, and Joi reserves the right to terminate the permissions granted to you and your use of the Content at anytime.
5. Your Materials
You agree that you will not use the Site, Software nor otherContent in a manner, nor Share any materials, that: (a) is false or misleading; (b) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (c) invades another's privacy or includes, copies or transmits another's confidential, sensitive or personal information; (d)promotes bigotry, racism, hatred or harm against any group or individual; (e)is obscene or not in good taste; (f) violates or infringes or promotes the violation or infringement of anyone’s rights, including intellectual property rights; (g) violates or promotes the violation of any applicable laws or regulations; or (h) contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer. Joi may report you to the relevant authorities and may act under the fullest extent of applicable laws if you transmit or upload content intended or designed to cause harm.
6. Security, Passwords and Means of Accessing the Site and Content
If any of the Software or other Content requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as required by the applicable registration form. You may also be required to choose a password and a username.Access to and use of password protected or secure areas of the Site, Software or other Content (“Secure Site”) are restricted to authorized users only.Authorized users agree not to share password(s), account information, or allow people who are not authorized users access to the Secure Site. You are responsible for maintaining the confidentiality of password(s) and account information, and you are responsible for all activities that occur through the use of your password(s) or account(s) or as a result of your access to theSite. You agree to notify Joi immediately of any use of your password(s) or account(s) that you did not authorize or that is not authorized by thisAgreement.
7. No Unlawful or Prohibited Use
You agree not to either (i) Share any materials or (ii) use the Site or Content, for any purpose that is unlawful or prohibited by thisAgreement.
You agree to indemnify and hold harmless Joi, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, due to or arising out of material that you Share, your violation of this Agreement, or your violation or infringement of any third-party rights, including intellectual property rights.
Joi has no obligation to monitor material that is Shared.However, Joi reserves the right to review and monitor all use and activity and, in its sole discretion, to remove or choose not to make available any Shared material for any reason.
10. Termination of Use
11. Third-Party Web Sites, Content, Products and Services
The Site and Content provides links to third-party websites, output from third-party APIs, and access to third-party products and services (collectively, “Third-Party Content”). Third parties may include users, advertisers, affiliates and sponsors. Joi is not responsible for Third-partyContent or for any changes or updates to such Third-Party Content, and you bear all risks associated with the access to, and use of, such Third-Party Content.
EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITE AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"BASIS. JOI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. JOI MAKES NO WARRANTY THAT: (A) THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS;(B) THE SITE OR CONTENT WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE,OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY CONTENT WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.
ANY CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED BYYOU IS USED AT YOUR OWN DISCRETION AND RISK. JOI SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF CONTENT.
JOI RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO, AND MONITOR THE USE OF, THE SITE AND CONTENT AT ANY TIME WITHOUT NOTICE.
13. Limitation of Liability
IN NO EVENT SHALL JOI BE LIABLE FOR ANY DIRECT, INDIRECT,INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS,REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD-PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE OR CONTENT.
14. Exclusions and Limitations
16. Persons Not of Age of Majority
Persons who are not of the age of majority are not eligible to use the Site, and we ask that no information in relation to such persons be submitted to us.
17. Export Restrictions/Legal Compliance
You may not access, download, use or export the Site or theContent in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws, restrictions and regulations of any United States or applicable agency or authority, and to not directly or indirectly provide or otherwise make available any services and products of Joi in violation of any such restrictions, laws or regulations. As applicable, you shall obtain and bear all expenses related to any necessary licenses, authorizations, and/or exemptions with respect to your own use of the services of Joi outside the U.S.
18. Availability of Products
Information on the Site or Content may reference or cross-reference Joi products, programs, or services that might not be available in your location. Such references do not imply that Joi plans to make such products, programs, or services available in your location.
You may not use Content to promote content or activity that is: illegal, fraudulent, false, deceptive, misleading, libelous, defamatory, threatening, extremist, racist, anti-social, malicious or age inappropriate.
19. Waiver and Severability
The failure of Joi to exercise or enforce any rights or provisions in this Agreement shall not constitute a waiver of such right or provision. If any part or provision of this Agreement is found to be unenforceable, such part or provision may be modified to make the Agreement, as modified, legal and enforceable. The balance of this Agreement shall not be affected.
20. Applicable Laws
The laws of the state of South Carolina govern thisAgreement and all matters relating to your access to, and use of, the Site andContent (without giving effect to its conflicts of law principles). Both parties consent to the personal jurisdiction of the state and federal courts in Charleston County, SouthCarolina. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party shall reimburse the prevailing party for its reasonable attorneys’ fees; provided that if the losing party proffered an offer of judgment made pursuant to the controlling rules of civil procedure which the prevailing party did not accept, and the prevailing party’s final judgment is not more favorable than the unaccepted offer, than for the time period between the date such offer was made and the judgment the prevailing party shall not be reimbursed for attorneys’ fees and the prevailing party shall reimburse the losing party for its reasonable attorneys’ fees.
21. Copyright Notice for all Content
Copyright © 2015-2021 Joi and/or its affiliates. All rights reserved.
Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works may be an infringement of the rights of the copyright owner. You agree that you will not use the Site or any Content to infringe Joi's intellectual property rights or the intellectual property rights of others. You may not remove, deface, or overprint any notice of copyright, trademark, patent marking, logo, or other notice of ownership from any originals or copies of Joi Software, third-party software, or any products or Content.
22. Trademark Usage
You may generally use Joi trademarks to refer to the associated Joi products or services. For instance, a Joi Affiliate may issue a press release stating that it has implemented Joi Software.
Joi Affiliates may indicate the relationship of their products or services to Joi products or services by using accurate, descriptive tag lines such as "payment processing through Joi" in connection with your product or service name. Within text or body copy, such tag lines may appear in the same type as your product or service name. On product, packaging, advertising and other collateral where your product or service name is displayed apart from body copy, make sure that the tag line appears insignificantly smaller type than your name. You should also distinguish the tagline from your mark by using a different font or color.
You may not use Joi trademarks in a manner that could cause confusion as to Joi sponsorship, affiliation or endorsement.
Proper use of Joi trademarks reinforces their role as brands for our products and services and helps prevent them from becoming generic names that can be used by anyone. Examples of former trademarks that became generic terms are "aspirin," "cellophane," and"escalator." By adhering to the following rules, you help protect Joi's investment in its trademarks.
Use a generic term in association with each Joi trademark the first time the mark appears in text, and as often as possible after that. For example, "Joi payment software." You need not include generic names in headlines, package titles and documentation titles.
Except when referring to Joi as a trade name (see below),Joi trademarks are adjectives and should not be used as nouns, or in the possessive or plural form. For example, "Joi platform's benefits.."not "Joi's benefits..."
Do not vary Joi trademarks by changing their spelling or abbreviating them.
Proper trademark attribution helps makes the public aware of our trademarks, and helps prevent them from becoming generic terms.Accordingly, Joi would appreciate you attributing ownership of Joi trademarks to Joi and using trademark symbols (™ or SM or ®).
Trade names are the actual business names of companies.Trademarks and trade names are not the same, even though many companies use their trade names as trademarks. If you are using “Joi” as a substitute for Joi, Inc., you are using it as a trade name. Because they are nouns, trade names can be used in the possessive and do not require a generic term or a trademark symbol. Thus, you should not use a trademark symbol after "Joi" when it appears as part of the full corporate name or as a trade name.
You agree to not engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair Joi’s right, title, and interest in Joi’s trademarks, nor shall you cause diminishment of value of the trademarks through any act or representation. You will not apply for, acquire, or claim any right, title, or interest in or to any trademarks that is confusingly similar to any Joi trademark, through advertising or otherwise. All goodwill resulting from any use of Joi’s intellectual property will inure solely to the benefit of Joi. You shall not at any time do, fail to do, or permit any act to be done which may in any way impair the rights of Joi in any of its intellectual property.
24. Customer & Affiliate Responsibilities
If you are provisioned access to Content that is not generally available to the public without a subscription (“SubscribedContent”), then you are a “Joi Customer.”
As a Joi Customer, you may designate one individual (or however many are specified in an Affiliate Agreement) who is authorized by you to use Subscribed Content (“User”). Users may include, for example, your employees, consultants, contractors and agents. Each User must have their own credentials and sharing usernames and passwords is expressly prohibited. If a Joi Customer chooses to deactivate a User’s credentials, a replacement User maybe selected.
As a Joi Customer, you will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of your data and the means by which you acquired your data, (c)use commercially reasonable efforts to prevent unauthorized access to or use ofSubscribed Content, and notify us promptly of any such unauthorized access or use, (d) permit Subscribed Content to be used only in accordance with thisAgreement and applicable laws and government regulations; and (e) not permit direct or indirect access to or use of any Subscribed Content in a way that circumvents a contractual usage limit.
Joi processes data solely on behalf of Joi Customers in accordance with their instructions, which include Subscription Terms. As a Joi Customer, you are responsible for obtaining proper consents from your audience. Joi employs security measures that include: pseudonymization and encryption, monitoring of system integrity, periodic security review, and access to data only by individuals with a need-to-know and pursuant to obligations of confidentiality. Joi will not retain any Customer data beyond the expiration of the Subscription Terms. Joi will assist Joi Customers in responding to consumer requests to exercise their legal rights, which may include rights of access, rectification, erasure and exclusion. Joi is a fully compliant “ServiceProvider” under the California Consumer Privacy Act (“CCPA”). Joi Customers hereby agree to ensure compliance with any applicable data privacy laws, which may include the CCPA. Joi Customer hereby agrees to indemnify and hold harmless Joi (including its officers, directors, employees and agents) from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, due to or arising out of violation or infringement of this paragraph.
Joi Affiliates hereby represents and warrants in favor of Joi that: (i) it has the full corporate right and authority to perform the acts and obligations required of it under this Agreement (including to execute and deliver the Affiliate Agreement), (ii)its execution of, and performance under, this Agreement shall not violate any agreement to which it is a party or by which it is bound; (iii) this Agreement constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms; (iv) if it knows or should know of any claims it has against Joi, its officers, directors, employees or agents, it has disclosed those claims in writing prior to executing the Affiliate Agreement, or it waives such claims; (v) any health data protected by law or regulation, such as Protected Health Information or Electronic Protected HealthInformation, will not be provided to Joi without a separate written agreement specifically identifying such data as being health related data and specifying how Joi is to access, collect, use, disclose, transmit or otherwise process such data, and (vi) this Agreement constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms
25. Reports; Payment Terms; Termination.
If applicable, Joi will make a transaction report available to Joi Affiliates. Such reports shall be deemed conclusive for all purposes.
Prior to a Joi Affiliate’s use of the Subscribed Content, Joi may, in its sole discretion, require the Joi Affiliate to make a security deposit and/or limit the Joi Affiliate to a specific transactional credit limit.
You are responsible for providing complete and accurate billing and contact information to us and notifying Joi of any changes to such information. If you provide credit card or ACH information to Joi, you hereby authorizes Joi to charge such credit card or ACH any time payment is not timely made; provided such authorization will not apply if you withdraw your authorization, or you specifically limited your authorization when providing credit card or ACH information. Any amount not paid when due will be subject to finance charges equal to 1.5%percent of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less. You will reimburse any costs or expenses, including without limitation, reasonable attorneys’ fees, incurred by Joi to collect any amount not paid when due. Further, Joi may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable.
Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever(collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If Joi has the legal obligation to pay or collect Taxes for which you are responsible Joi will invoice you and you will pay that amount. For clarity, Joi is solely responsible for taxes assessable against Joi based on Joi’s income, property and employees.
You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features. All payments are non-refundable.
Either you or Joi may terminate this Agreement upon written notice if any of the following events occur: (a) a breach of Section 26, (b)the other party fails to fails to cure a material breach of this Agreement(other than a breach of Section 26) within ten (10) days after receipt of written notice of such breach and opportunity to cure, (c) either party becomes the subject of a proceeding under bankruptcy, receivership, insolvency, or similar law, which is not dismissed within thirty days after being instituted,(d) this Agreement, or the actions of either party, is in violation of any law, other than a technical violation that is curable and cured within ten (10) days after receipt of written notice of such violation from the non-violating party. If, as a Joi Affiliate, you terminated due to Joi’s failure provide Subscribed Content that failed to conform to the specifications stated Subscription Terms, your sole and exclusive remedy will be a refund of fees you paid for the Subscribed Content for the remainder of the Term. Otherwise, Termination of an Affiliate Agreement or this Agreement will not release a Joi Affiliate from its fee obligations.
26. Joi & Affiliate Confidential Information
If you are a Joi Affiliate, then either Joi or you(“Discloser”) may disclose to you or Joi, respectively (“Recipient”),information pertaining to the Subscribed Content (“Purpose”) that the Discloser considers confidential (“Confidential Information”). Recipient may use Confidential Information only for the Purpose. Recipient must use a reasonable degree of care to protectConfidential Information and to prevent any unauthorized use or disclosure ofConfidential Information. Recipient may share Confidential Information with its employees, directors, agents or third-party contractors who need to know it and if they have agreed with either party in writing to keep information confidential. Confidential Information does not include information that: (a) was known to Recipient without restriction before receipt from Discloser; (b) is publicly available through no fault of Recipient; (c) is rightfully received by Recipient from a third-party without a duty of confidentiality; (d) is independently developed by Recipient; or (e) advertisements distributed through Subscribed Content. A party may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to the other party, unless a court orders that the other party not be given notice. This section will continue for 4 years after an Affiliate Agreement terminates.
Joi may identify Joi Affiliate and its relationship to Joi in its marketing efforts.
The breach of this Section will cause irreparable harm to the other party and monetary damages may not be a sufficient remedy for an unauthorized disclosure of the Confidential Information. If the breaching party discloses the Confidential Information in violation of this agreement, the other party may, without waiving any other rights or remedies and without posting a bond or other security, seek an injunction, specific performance, or other equitable remedy to prevent competition or further disclosure, and may pursue other legal remedies.
27. Applicability of Revisions
You may not assign or transfer any of its rights or obligations under this Agreement (including in connection with an acquisition, change in control, or to an affiliated party) either in whole or in part without the prior written consent of Joi. Any attempted assignment or delegation without such consent will be void. Joi shall have the unencumbered right to assign this Agreement, in whole or in part, to any third-party. Subject to the foregoing, this Agreement shall bind and inure to the parties’ successors and assigns.
Last Revised: June 2, 2021