Joynup Joynup is a SaaS B2C platform that transforms how couples build and communicate about relationships, offering a new path to smart, informed romance. Joynup offers a modern alternative to traditional marriage and divorce, where couples can communicate openly, build trust and transparency, form flexible agreements, store and track life data, protect their property and break up without drama.

Terms of Use 

Last Updated: February 7, 2022

Welcome and thank you for using Joynup.com! When you use our services, you’re agreeing to this Terms of Use Agreement (“Terms”), so please read over the Terms below. 

These Terms describe the terms and conditions related to your use and access to the products, services, software, platform, our website (https://joynup.com) and associated domains thereof (collectively, the “Site”), and related online and offline services including our social media pages (collectively, “Services”) provided by Joynup, Inc., and any of our affiliates (collectively, “Joynup”). By using or accessing the Services, you agree to be bound by these Terms and the terms of our Privacy Policy, which is incorporated by reference into the Terms. If you do not agree to these Terms and the Privacy Policy, you may not access or use the Services. The Terms expressly supersede any prior Terms between you and us or any of our affiliates or predecessors. 

We reserve the right, in our sole discretion, to change, modify, add, or remove portions of these Terms at any time, and you agree to be bound by such modifications or revisions. It is your responsibility to check the Terms periodically because any changes will be binding on you. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms. 

Our Services are only available to individuals at least 18 years of age who reside in the United States or its territories, possessions or protectorates, who can form legally binding contracts under applicable law. If you do not meet these requirements, you must not access or use the Services. 

Certain features, products, or software that you use, purchase, or download through the Services may be subject to additional terms and conditions presented to you at the time that you use, purchase, or download them. For example, any contests, sweepstakes, or other promotions (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with the Terms, the Promotion rules shall apply. Similarly, some areas of the Services are hosted or provided by our third-party hosts or service providers and are subject to additional terms and conditions of use, which are posted within those areas on such third parties’ websites.

Please carefully review section 21 “Mandatory Arbitration and Class Action Waiver” set forth below as it will require you to resolve disputes with us on an individual basis through final and binding arbitration. By entering these terms, you expressly acknowledge you have read and understand all of the terms included herein and have taken time to consider the consequences of this important decision.

1. Refund Policy

   Because Joynup users have ample opportunity to review and examine their quizzes and the related overviews and agreements, we do not offer refunds after you have started to use the Services. However, if you are less than satisfied with the Services or believe there has been an error in billing, please email us at support@Joynup.com so that we can help you resolve the issue, provide a refund or offer a credit that can be used for future Services. All refund requests must be made within 30 days of purchase.

2. Joynup is Not a Law Firm and Does Not Provide Legal Advice

   Joynup provides a platform for information and self-help regarding relationships. The Services and the information on the Services related to legal matters (“Legal Information”) is provided for your private use and does not constitute legal advice. We do not review any information you provide us for legal accuracy or sufficiency, draw legal conclusions, provide opinions about your choices, or apply the law to the facts of your situation. If you need legal advice for a specific problem, you should consult with a licensed attorney. Neither Joynup nor any Legal Information provided by Joynup is a substitute for legal advice from a qualified attorney licensed to practice in an appropriate jurisdiction. While we endeavor to build a platform and Services to help your relationships be successful, we do not guarantee any results or outcomes with your use of the Site.

   Your use of the Services does not create an attorney-client relationship between you and Joynup or any employee or representative of Joynup. Joynup is not a “Lawyer Referral Service.” Joynup does not endorse or recommend any attorney nor does it make any warranty as to the qualifications or competency of any attorney. Communications between you and Joynup may not be protected as privileged communications under the attorney-client privilege or work product doctrine.

   We strive to keep our content accurate, current and up-to date. However, because the law changes rapidly, we cannot guarantee that all of the information on the site is completely current. The law is different from jurisdiction to jurisdiction, and may be subject to interpretation by different courts. The law is a personal matter, and no general information or tools like the kind we provide fit every circumstance. 

   Joynup agreements terminate and are revoked automatically if either party sues the other, so the application of the law or interpretation by a court is inapplicable to them. Joynup agreements between married couples do not constitute postnuptial agreements. You should contact your attorney if you would like to form a postnuptial agreement with your partner. By entering into Joynup agreements with your partner, you acknowledge and agree that your Joynup agreements will terminate automatically if either you or your partner sue each other and you agree to not try to enforce them in court.

3. External Mediators

   As a Joynup user, you may have the opportunity to engage an external mediator to handle your dispute resolution matters (your “Matters”) through our Talk-It-Out Service. Such external mediators (“External Mediators”) are neither employees nor agents of Joynup. External Mediators are third-party independent contractors who have agreed to provide online mediation services to Joynup users at discounted rates and carry their own malpractice insurance. 

   If you engage an External Mediator, additional Terms of Service may apply, along with these Terms. Communicating with an External Mediator through Joynup’s platform is NOT required. However, if you choose to communicate with an External Mediator through Joynup, please note the following:

   When you contact an External Mediator through Joynup, any interactions and any relationship formed during the course of that interaction is strictly between you and the External Mediator and expressly EXCLUDES Joynup. When you contact an External Mediator through Joynup, he or she may ask you for some information in order to properly address your matter. By using our Services, you consent to sharing such personally identifying information for the purpose of securing Talk-It-Out Services with the External Mediator and with Joynup. Joynup will not have access to information you provide directly to the External Mediator, except in cases where you do so through our platform, in which case we can access that information for fulfilment and quality assurance purposes.

   When you contact an External Mediator through Joynup, you control both the duration of the Talk-It-Out Services requested and scope of the interactions that take place via videoconference. Any service relationship formed during the course of that interaction shall end when the interaction with the External Mediator ends.

   You may not enter into an engagement agreement, sign a formal representation agreement, separately indirectly or directly pay an External Mediator or form any other relationship with an External Mediator that extends beyond your use of our Talk-It-Out Services at any time. This provision shall survive the termination of these Terms. 

   External Mediators will be compensated by Joynup for Talk-It-Out Services performed on your behalf and you will be charged service fees for such services. In all cases, Joynup will not influence or interfere in any way with any External Mediator’s independent professional judgment. External Mediators reserve the right to refuse to perform mediation services on your behalf in their sole discretion.

   Joynup does not endorse or recommend any External Mediators. You should carefully evaluate Talk-It-Out before purchasing Talk-It-Out Services. Joynup makes no representation or warranty as to the qualifications or competency of any External Mediator or as to the accuracy or completeness of any External Mediator's experience, qualifications or work.

   JOYNUP SHALL HAVE NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR ANY PROFESSIONAL SERVICES RENDERED BY ANY EXTERNAL MEDIATOR YOU USE THROUGH OUR SERVICES, AND ANY USE OR RELIANCE ON SUCH PROFESSIONAL SERVICES IS SOLELY AT YOUR OWN RISK.

4. Termination of Membership and Access Restriction

   Joynup reserves the right, in its sole discretion, to downgrade, suspend or terminate your access to the Services, or to any features or portions of the Services, and to remove and discard any content or materials you have submitted to the Services, at any time and for any reason or for no reason and without prior notice to you. For example, we may suspend or terminate your use of the Services for any violation of the Terms; if you are using the Services in a manner that would expose us to legal liability, disrupt the Services or disrupt other’s use of the Services; your creation, maintenance and/or management of more than one account; your non-payment in full of any unpaid fees; your unethical conduct, to be determined at our sole discretion; or any attempt by you to harass, or cause another to harass, or have inappropriate communications with another user.

   If we elect to suspend or terminate your access to and/or use of the Services, we will provide you with notice at your registered email address. You will continue to be bound by the Terms that were in effect as of the date of your suspension or termination. In the event we suspend or terminate your account, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your account or for anything else, unless applicable terms provide otherwise. Joynup also reserves the right to modify or discontinue, either temporarily or permanently, any part of its Services with notice. You agree that Joynup will not be liable to you or to any third party for any modification, suspension, or discontinuance of your membership in the Services.

   Additional remedies for use of our Services that violate the Terms include, but are not limited to, notifying our users of your actions, issuing a warning (including a public warning), monetary compensation and injunctive relief.

5. Access, Passwords, Security

   To access certain features or areas of the Services, you may be required to register and create an account. You agree to provide true, accurate, current, and complete information about yourself as prompted by the applicable registration or login form, and you are responsible for keeping such information up to date (this includes your contact information, so that we can reliably contact you). In addition, certain features of the Services may only be available to our registered users or to users who meet certain criteria. To access those areas of the Services you may be required to log in using your username and password. You are responsible for all activity occurring when the Services are accessed through your account, whether authorized by you or not. Therefore, if you create an account, be sure to protect the confidentiality of your account password. We are not liable for any loss or damage arising from your failure to protect your password or account information.

6. Consent to Receive Communications

   By creating an account, you agree that you may receive communications from Joynup, such as notifications, newsletters, special offers, account reminders and updates. By using the Services, you agree that we and those acting on our behalf may, in certain circumstances, send you emails at the email address you provided to us, and text (SMS) messages at the phone number you provided us. These messages may include operational messages about your use of the Services, as well as marketing or other promotional messages. You understand that certain Services may not function properly without these communications. If you do not want to receive operational communications from us, do not use the Services.

   You can remove yourself from marketing email communications by clicking the “Unsubscribe” link in the footer of the actual email. You may opt-out of receiving marketing text messages at any time by texting STOP to any text message from us or sending an email to support@joynup.com, indicating that you no longer wish to receive marketing texts along with the phone number of the mobile device receiving the messages. You may continue to receive text messages for a short period while we process your request, and you may also receive text messages confirming the receipt of your opt-out request. Text messages may be sent using an automatic telephone dialing system. Your agreement to receive marketing texts is not a condition of any purchase or use of the Services. Carriers, text messaging platforms, and Joynup Inc. and its Representatives (defined below) are not liable for delayed or undelivered messages. If you change or deactivate the phone number you provided to us, you must update your account information to help prevent us from inadvertently communicating with anyone who acquires your old number. Standard data and message rates may apply for SMS and MMS alerts, whether you send or receive such messages. Please contact your mobile network operator for details. 

   You authorize us to contact you by telephone at the number you have provided. Telephone calls may include prerecorded or artificial voice messages and calls using an automatic telephone dialing system. Your consent is not a condition of your purchase. You agree that any calls to or from us may be monitored or recorded for training or quality assurance purposes.

   BY USING OUR SITE AND SERVICES, YOU ACKNOWLEDGE THAT SUBMITTING YOUR TELEPHONE NUMBER TO US VIA THE SITES AND SERVICES CONSTITUTES AN INQUIRY TO US, AND THAT WE OR OUR AFFILIATES MAY CONTACT YOU AT THE NUMBER SUBMITTED EVEN IF SUCH NUMBER APPEARS ON ANY STATE OR FEDERAL DO NOT CALL LISTS (TAKING INTO ACCOUNT INQUIRY EXCEPTION TIME FRAMES AS APPROPRIATE).

7. Privacy

Our Privacy Policy describes how we handle the information you provide to us when you use our Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the processing and use by us and our affiliates. To the extent that you interact directly with a third party through our Services, you are subject to that third party’s Privacy Policy in connection with such interactions.

8. No Unlawful or Prohibited Use

   You can only use our Services if they do not conflict with or violate the laws of your jurisdiction. The availability of our Services in your jurisdiction is not an invitation or offer by Joynup to access or use our Services. By using our Services, you accept sole responsibility that your use of or access to our Services does not violate any applicable laws in your jurisdiction. To enforce this provision, Joynup reserves the right to refuse membership, or suspend or terminate your account immediately and without prior notice at our sole discretion.

   The following uses are specifically excluded or prohibited:

   • Use in connection with any legal matter that is frivolous, immaterial or illegal in nature, as determined by Joynup in our sole discretion; 
   • Use in connection with any legal matter involving an alleged violent crime;
   • Use in connection with any legal matter involving the laws of jurisdictions outside of the United States or its subdivisions;
   • Use in connection with any legal matter for which you are currently or prospectively represented by legal counsel; or
   • Use in connection with any legal matter that directly or indirectly involves Joynup or any of its affiliates, directors, agents, employees, or other Joynup service providers.

   As a User of the Services, you expressly agree not to:

   • Create an account in another person’s or entity’s name, create more than one account, use another’s account or impersonate another person or entity; 
   • Use the Services for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes our rights or the rights of others;
   • Restrict or inhibit other users from using and enjoying the Services;
   • Hack, “scrape,” “harvest”, “stream catch” or “crawl” our website or Services, whether directly or through intermediaries such as spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds, or an automated software tool, or manually on a mass basis, or otherwise access or attempt to access or collect any information Joynup has not intentionally made available to you on the Services via a purchased subscription. This includes, for example, information about other users of the Services and information about the offerings, products, services and promotions available on or through the Services. 
   • Resell any Joynup content without prior express written consent from Joynup; 
   • Circumvent or reverse engineer the Services or our systems or to gain unauthorized access to any areas of the Services or any other systems or networks connected to the Services, or to any of the services offered on or through the Services that are not intended for access by you, by hacking, password “mining,” or any other illegitimate means; 
   • Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or our systems or networks, or any systems or networks connected to the Services, including by “flooding” the Services with requests; 
   • Use the Services to gain competitive intelligence about us, the Services or any product offered via the Services or to otherwise complete with us or our affiliates, or use information on the Services to create or sell a similar product or information;
   • Manipulate or forge identifiers to disguise the origin of any information posted on the Services or otherwise provided to us or our employees;
   • Use the Services to promote spamming, chain letters, or other unsolicited communications; or
   • Engage in tactics, or direct or encourage others, to attempt to bypass the Services or our systems to avoid complying with any of our applicable policies, including these Terms, paying applicable fees, or complying with other contractual obligations, if any. 

   We reserve the right to suspend any user’s access to the Services and/or cancel the subscription of any user that violates these rules.

9. License Grant

   Subject to your compliance with these Terms, you are hereby granted a non-exclusive, limited, non-transferable, revocable license to use the Services as we intend for them to be used. If your subscription permits, as a registered Joynup user, you may be licensed to keep, for your own personal records, electronic or physical copies of materials you uploaded to or created on Joynup (collectively, “Documents”). 

   You may not copy the content of Joynup’s quizzes, forms or agreements for use or sale outside of Joynup. Further, you may not infringe upon Joynup’s intellectual property rights of any kind. If you copy the content of any quizzes, forms or agreement, or infringe upon Joynup’s intellectual property rights in any way, Joynup will vigorously assert its rights against you. Any rights not expressly granted in these Terms are reserved by Joynup.

   Limited Permission to Download. Your subscription and related license (i) do include permission to view, and (ii) depending on whether your subscription and related license explicitly provides therefore, may include permission to download, copy and print Documents on any single, stand-alone computer solely for your personal, informational, non-commercial use, provided that (x) where provided, the copyright and trademark notices appearing on any Documents not be altered or removed, (y) the Documents are not used on any other website or in a networked computer environment and (z) the Documents are not modified in any way, except for authorized downloading for personal use. This permission terminates automatically without notice if you breach any of the terms or conditions of this Terms. On any such termination, you agree to immediately destroy any downloaded or printed Documents. Any unauthorized use of any Documents may violate copyright laws, trademark laws, laws of privacy and publicity and communications regulations and statutes. Except as otherwise provided, you acknowledge and agree that you have no right to copy, print, download, modify, edit, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Documents in any manner. You shall not remove any copyright notice from any Documents. 

   If your subscription and license include the right to download any Documents, you agree that the downloads may only be used by you for your personal use and may not be copied, reproduced, sold, altered or redistributed without our express prior written consent. Resale or unauthorized distribution of materials downloaded from the Joynup website is strictly prohibited. Use of these materials is for your personal use. Any resale or redistribution of our materials requires the express prior written consent of Joynup.

   Notwithstanding the Terms, certain Services may require you to enter personal, confidential or proprietary information of a third party. You represent and warrant that you have (1) obtained all rights, licenses or other permissions from any third party necessary to use the Services and to grant the rights to us to use such information pursuant to the Terms, and (2) that your use of any third party personal, confidential or proprietary information does not and will not violate any privacy, intellectual property rights or any other rights of any third party.

10. User Content 

    The Services may offer users the opportunity to submit information, data and documents to the Services, and to share information with other users. Joynup does not claim ownership of any information, data or documents you upload, store or submit to the Services through any means using our Services (“User Content”). Users are solely responsible for their User Content. We do not control User Content. We are not a publisher of User Content and we are not responsible for its accuracy or legality. We are not responsible for maintaining and protecting backups of all User Content directly or indirectly processed using the Site, and we are not responsible for the failure to store, the loss, or the corruption of User Content. You assume legal responsibility for and will indemnify us from all liabilities, losses, or damages incurred as a result of any of your User Content. By entering or uploading any User Content to the Services, you expressly represent and warrant the following: (i) you are the owner, with all appurtenant rights thereto, of any and all User Content; or (ii) you are the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce, and distribute such User Content. You further represent and warrant that all persons and entities connected with the User Content, and all other persons and entities whose names, photographs, likenesses, materials and biographical data have been used in the User Content, have authorized the use of their names, photographs, likenesses and biographical data in connection with the submission of the User Content and the rights granted herein.

11. License to Your User Content 

    You grant permission for Joynup to use your User Content in connection with providing Services to you. You acknowledge and agree that Joynup may preserve your User Content, share it with External Mediators if you purchase Talk-It-Out Services, and disclose it if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to accomplish any of the following: (1) to comply with legal process, applicable laws or government requests; (2) to enforce these Terms; (3) to respond to claims that any content violates the rights of third parties; or (4) to protect the rights, property, or personal safety of Joynup, its users and the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices. You agree that Joynup has no responsibility or liability for deleting or failing to store any User Content maintained or uploaded by the Services.

    We always want to receive messages and feedback from our Users and welcome any comments regarding the Services. Any ideas, suggestions, comments or proposals you send to us (collectively, “Feedback”) are entirely voluntary and we will own and be free to use such Feedback as we see fit and without any obligation or compensation to you. 

12. Submitted Content and Communications Services

    Our Services may include what are collectively called "Communications Services." These may include such services such as live chats, blog posts, FAQs, customer service communication forums, payment services, calendars, and other message services. You agree to use the Communications Services only to post, send, and receive messages or materials (collectively, “Submitted Content”) proper to and related to the particular Communication Service. By using our Communications Services, you agree not to post any content that you know is incorrect, not current or that violates these Terms. 

    By posting such content to any Communications Services, you automatically grant, and you represent and warrant that you have the right to grant to us, an irrevocable, perpetual, non-exclusive, transferable, fully-paid-up, royalty-free, worldwide license (with the right to sublicense at multiple levels) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and distribute such Submitted Content for any purpose and in any format on or in connection with the Services, or incorporate such Submitted Content into other works, and to grant and authorize sublicenses of the foregoing. You acknowledge that we may retain archived copies of your Submitted Content and may continue to use your Submitted Content in connection with any materials that were created prior to your removal of your Submitted Content, in accordance with the license described above. We have the right to remove and discard any content or materials you have submitted to the Services, at any time and for any reason or for no reason and without notice to you. Users are solely responsible for their Submitted Content. We do not control the Submitted Content. We are not a publisher of Submitted Content and we are not responsible for its accuracy or legality.

    You further agree not to post Submitted Content or take any action that: 

    • May create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, any other person or any animal;
    • Is fraudulent, vulgar, obscene, unlawful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, is sexually or otherwise harassing or menacing, high-pressure sales tactics, humiliating to other people (publicly or otherwise), libelous, threatening, highly coercive, profane, or otherwise harmful to other users or other persons;
    • Creates liability for us in any manner whatsoever;
    • Violates or possibly causes us to violate any applicable law, statute, ordinance or regulation or encourages criminal conduct;
    • Scans or tests the vulnerability or security of our Services or the system within which it operates or involves the upload, or insertion of, any programming language or code into or onto, our Services;
    • Contains another person's personal information or otherwise invades another's privacy;
    • Contains any information (such as insider, proprietary or confidential information) that you do not have a right to make available due to contract, fiduciary duty, or operation of law;
    • Advertises the products or services of others or contains links to third-party web sites or solicits business for products or services other than those offered and promoted on the Services;
    • Contains any computer hardware or software, viruses, Trojan horses, worms, spyware, or any other computer programming that may interfere with the operation of our Services or our systems and or create or impose a large burden or load on our Services or systems; or
    • Infringes any third party's intellectual property rights including but not limited to copyright, patent or trademark rights.

    We reserve the right, but do not have the obligation to monitor, remove, or restrict any Submitted Content for any reason, including, without limitation, that your Submitted Content is in violation of these Terms or is otherwise inappropriate, as determined in our sole discretion. 

    You agree that any action or inaction by us or any of our directors, officers, shareholders, parents, subsidiaries, employees, consultants, affiliates, accountants, lawyers, partners, agents or representatives (collectively, our “Representatives”) to prevent, restrict, redress, or regulate Submitted Content, or to implement other enforcement measures against any Submitted Content, is undertaken voluntarily and in good faith. Our Representatives may moderate Submitted Content, conduct, and compliance with these Terms at our discretion but they do not have any authority to make binding commitments, promises or representations on our behalf. 

    You expressly agree that our Representatives and anyone else authorized to act on our behalf shall in no circumstances be liable as a result of any representation that we would or would not restrict or redress any Submitted Content, conduct or potential or purported violation of the Terms. 

13. Tools, Updates and Changes

    The Services offers several tools to users (collectively, “Tools”), some of which are provided by third parties. We are not responsible for the availability, suitability or effectiveness of any of these Tools, whether provided by a third party or not. 

    In order to optimize the Services, we are constantly testing and evolving the Services and the services offered on it. We reserve the right to modify or discontinue the Services, any Tools or other services or features provided on the Services at any time without warning. You agree that we may make such changes and reverse or modify them at any time without notice. We are not responsible for any data you lose as a result of a malfunction of the Tools or the Services or for any other reason or any consequential damages resulting from such data loss, as set forth in more detail in these Terms including but not limited to Section 18 hereof. 

    We make no representations or warranties about the Site’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Site may be inaccessible and unavailable, with or without notice to you.

14. Intellectual Property Rights

    Our Services contain copyrighted material, trademarks, service marks, inventions, know-how, potentially patentable business method material, images, text, graphics, illustrations, photographs, audio, video, designs, logos, phrases, names, logos, software, HTML code and/or other computer code and/or scripts (collectively, “Intellectual Property”). Unless otherwise indicated and/or provided pursuant to a third-party license, our Intellectual Property is our sole property, and we retain all rights, interests and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the “look,” “feel,” “appearance” and “graphic function” of this Services, including but not limited to its color combinations, layouts and designs, and rights under patent laws with regard to our intellectual property. 

    You may use the Services (including any content and materials included on the Services) for your own personal, non-commercial use, but you may not use it for commercial purposes. You may not modify, copy, reproduce, publish, upload, post, transmit, translate, enhance, decompile, disassemble, reverse engineer, circumvent or disable any security or technological features of our products and services, sell, create derivative works, exploit, license, sublicense, rent, lease, distribute, publicly display, adapt or edit any of our products and services or distribute in any manner or medium (including by email or other electronic means) any material from the Services unless explicitly authorized in these Terms. You may not frame or link to the Services without our prior written permission.

    The design, text, graphics and selection and arrangement thereof and services and the legal forms, documents, guidance and all other content found on our website (“Service Content”) are copyright © Joynup, Inc. All rights reserved.

    The Services contain trademarks, trade names, trade dress, service marks, domain names, slogans and other indicia of ownership (collectively the “Marks”) owned or licensed for use by us, including but not limited to Joynup, the Joynup logo, ChangeUp and BreakUp which are trademarks of Joynup pending registration in the U.S. Patent and Trademark Office, and Joynup.com and Talk-It-Out which are trademarks of Joynup. You may not copy, imitate or use the Marks, in whole or in part, without our prior written consent. In addition, the look and feel of Joynup is the service mark, trademark and/or trade dress of Joynup, Inc. and you may not copy, imitate or use it, in whole or in part, without our prior written consent. The names of actual companies and products you might encounter through us may be the trademarks of their respective owners. 

    You agree that no right, property, license, permission, or interest of any kind in or to the Marks is or is intended to be given or transferred to or acquired by you pursuant to the execution, performance, or non-performance of the Terms or any part thereof. You shall in no way contest or deny the validity of our right of title to, or license of use for, the Marks, and you shall not encourage or assist others directly or indirectly to do so, while these Terms are in effect and thereafter. You shall not utilize the Marks or any similar marks in any manner that would diminish their value or harm their reputation. You shall not use or register any domain name, trademark, or service mark that is identical to or similar to any of the Marks. All goodwill generated from the use of Joynup’s trademarks is reserved for the use of Joynup, Inc. exclusively.

15. Copyright and DMCA

    We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.

    If you believe that any material on our website infringes upon any copyright which you own or control, you may file a DMCA Notice of Alleged Infringement with Joynup’s Designated Copyright Agent:

    Joynup, Inc.

    Attn: Legal Department

    Email: support@joynup.com

16. Subscriptions

    By signing up for any subscription (“Renewing Subscription”) and providing us with your payment account information, you are signing up to an auto-renewing subscription requiring recurring payments and you authorize us or any third-party payment service provider we use for payment processing to store your payment method for the purpose of the auto-renewal transaction, and agree to pay the then-current applicable fee associated with the subscription and further agree and acknowledge that it will automatically renew, unless, prior to the end of the current period of effectiveness of your subscription: (a) you terminate your account; (b) you cancel your subscription (as described below); (c) we decline to renew your subscription; or (d) these Terms are otherwise properly terminated as expressly permitted herein. You must provide accurate and complete information for a valid payment method that you are authorized to use.

    If you sign up for a Renewing Subscription, you will be charged your first subscription fee and any applicable taxes on the date you purchase your subscription or, if your subscription includes a free trial, on the day after your free trial ends. Your subscription will automatically continue at the interval you have selected, and you will continue to be charged at the then-current price (including any applicable taxes), until you cancel your subscription or we terminate it. Subscriptions and accounts may not be transferred. 

    Free Trials. If your Renewing Subscription includes a free trial, you will not be charged the applicable fee during your free trial. To obtain the free trial you will be required to provide a valid payment method in order to ensure uninterrupted access to the Services and continued use after the expiration of the free trial. Upon completion of your free trial, your subscription will automatically convert into a paid Renewing Subscription and your payment method will be charged the applicable fee unless you have cancelled your subscription. You may cancel your Renewing Subscription as described below. You may not receive a notice from us that your free trial has ended or that the paying portion of your Renewing Subscription has begun. You are only permitted one free trial. If your access to Services are ever terminated for any reason, and you purchase additional access to Services, you shall not be eligible for a free trial on any subsequent Services.

    Payments. If you purchase a Renewing Subscription, you irrevocably and expressly authorize us to debit or credit, as applicable, any monies to the account that you have identified. You agree that it is your responsibility to maintain a valid payment method on file with us while using the Services. You agree that if you do not maintain a valid, non-expired card on file with us during any billing attempt, you may be subject to interest and penalties as enumerated below and we may suspend or terminate your access to the Services upon any payment default.

    If any fee is not paid in a timely manner, or we are unable to process your transaction using the payment method on file, and you do not promptly provide a new eligible payment method or bring your balance current within thirty (30) days after we provide you with notification that your account is in arrears, we reserve the right to suspend, disable, cancel or terminate your access to the Services or convert your subscription into a non-subscription account. You will be responsible for paying all past due amounts. We reserve the right to provide your account information to a collection agency/debt collector and you may be subject to a collection action, and payment of collection related fees and costs. If your payment card expires or is replaced by your issuing bank, the card network may provide us with updated card details associated with the same account. We may use these new details in order to help prevent any interruption to the Services. If you would like to use a different payment method or remove a saved payment method from your account, please visit your account settings to update your billing information.

    You irrevocably and expressly authorize us to withhold any monies and/or debit any monies from any account that you have identified for any charge backs, fees, costs, deductions, adjustments, and any other amounts owed to us. We reserve our rights to all actions and remedies in connection with any monies owed to us. You will indemnify, defend and hold us harmless for any claims, demands or causes of actions that we take toward any identified account pursuant to this Section.

    Discounts and Promotions. We may allow you to receive promotional codes (“Promo Codes”), or other promotions or discounts (“Discounts”) that may be used to purchase goods and services from us or third parties. Additional terms and conditions may be contained on each Promo Code or Discount. Any violation of the terms and conditions will make the Promo Code or Discount void. We are not responsible for lost or stolen Promo Codes. Promo Codes or Discounts are not redeemable for cash. Only one Promo Code or Discount per redemption. A Promo Code or Discount is automatically void if prohibited by law. A Promo Code or Discount may not be used for alcohol, tips, taxes, and any other statutory limitations. You acknowledge and agree that we may stop (permanently or temporarily) providing the Promo Code or Discounts to you or to users generally at our sole discretion, without prior notice to you.

    Changes. We may add new services for additional fees and charges, or add or amend fees and charges for existing services, at any time in our sole discretion. In order to optimize the Services, we are constantly testing new initiatives and product offerings and may change the operation of the Services, including the order and manner in which advertisements appear on it, the way that services are delivered, and the way that new customers are charged for services. You agree that we may test, implement, remove or modify features on the Services at any time without notice. If the pricing for your subscription increases, we will notify you, and provide you an opportunity to change your subscription before applying those changes to your account or charging your payment details in connection with an automatic renewal. The notification will inform you of how long you have to change your subscription before the changes become effective. Your continued use of the Services after the changes become effective will constitute your acceptance of the changes. If you do not wish to continue subscribing with the new fees or features, you may cancel your subscription. If you accept the new subscription, its terms and conditions will apply for that renewal and all renewals going forward. 

    Cancellation and Termination. You may cancel your subscription at any time on your Profile page. Please visit our FAQs to learn more about cancellations. You must cancel your subscription before it renews to avoid billing of the next periodic subscription fees to your account. If you cancel a pre-paid subscription, you will not receive any refund. If you cancel your subscription, you will be able to use the Services for the remainder of your pre-paid subscription term. YOUR SUBSCRIPTION FEE IS NONREFUNDABLE UNLESS REQUIRED BY APPLICABLE LAW.

    We may terminate your subscription at our discretion and without any notice. If we cancel your subscription, we will give you a prorated refund based on the amount of time remaining in your pre-paid subscription; provided, however, that we will not be obligated to grant you a refund if we terminate your account or your subscription because we determine, in our sole discretion, that your actions or your use of the Services violate these Terms or has harmed another user.

    Fee-Based Services. We may offer fee-based premium Services from time to time as pre-paid services (“Fee-Based Services”). We may additionally offer optional Fee-Based Services provided by third parties. Your use of such Fee-based Services provided by third parties shall be subject to any applicable additional terms and conditions, which may include the third parties’ terms and conditions, and in such circumstances, the third parties, and not us, are responsible for delivering any purchases goods or performing any booked services, and in issuing any applicable refunds. Your credit card will not be charged unless and until you agree to use that Fee-Based Services and/or to incur a charge with us. The fee and timing of payments for the Fee-Based Service will be described separately as part of the applicable Fee-Based Service.

    Unpaid Fees. If, for any reason, any fees you owe us have not been received or in any manner realized by us (“Unpaid Fees”), you agree to pay such Unpaid Fees immediately. In addition, we may charge interest, in the amount of 1.5% per month (or the maximum amount allowed by law), on any unpaid account balance that you maintain. Any partial payments you make will first be applied to the most recent fees owed to us, including interest. We reserve the right to waive or reduce the amount of any Unpaid Fees, penalties, or interest at any time. You also agree to pay any attorney fees, and other costs of collection incurred by us with respect to any Unpaid Fees. You also consent and authorize us, in our sole discretion, to make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. Notwithstanding the foregoing, we shall not charge any late fees or interest to a user’s credit card.

    Payment and Third-Party Payment Processors. Purchases made through the Services (including for any User Provided Service) may be processed through a third-party payment processor or other payment service provider (each, a “Payment Processor”). If applicable, you may be provided a notice when entering your payment information directing you to such Payment Processor’s terms of use and privacy policy. All payments are governed by the Payment Processor’s terms of use and privacy policy.

    Charges on Your Account. You are responsible for all charges incurred under your account made by you or anyone who uses your account. If your payment method fails or you are past due on amounts owed, we may collect fees owed using other collection mechanisms. Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You are also responsible for paying any taxes imposed on your use of the Services or any services contained therein , including, but not limited to, sales, use or value-added taxes. To the extent we are obligated to collect such taxes, the applicable tax will be added to your billing account. 

17. Links to Third Party Sites

    Our site and services may contain links to websites controlled by parties other than us, we may work with a number of partners and affiliates whose sites are linked with our site and services, and we may provide links to other resources with whom we are not affiliated (each other website, a “Third Party Site”). We are not responsible for and do not endorse or accept any responsibility for the availability, contents, products, services or use of any Third Party Site, any website accessed from a Third Party Site or any changes or updates to such site. We make no guarantees about the content or quality of the products or services provided by such site. We are not responsible for webcasting or any other form of transmission received from any Third Party Site. We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the Third Party Site, nor does it imply that we sponsor, are affiliated or associated with, guarantee, or are legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links. You acknowledge that you bear all risks associated with access to and use of content provided on a Third Party Site and agree that we are not responsible for any loss or damage of any sort you may incur from dealing with a third party. You should contact the site administrator for the applicable Third Party Site if you have any concerns regarding such links or the content located on any such Third Party Site.

18. Disclaimer of Representations and Warranties; Limitation of Liability

    PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS.

    The information, software, products, and services made available through Joynup may include inaccuracies or typographical errors. Joynup and/or its suppliers may at any time make improvements or changes to our Services. Information received via Joynup should not be relied upon for personal, medical, legal, or financial decisions. You should consult an appropriate professional for specific advice tailored to your situation. In short, your use of our Services is at your own risk.

    THE SERVICES ARE PROVIDED FOR ENTERTAINMENT, EDUCATIONAL, AND PROMOTIONAL PURPOSES ONLY. TO THE FULLEST EXTENT PERMITTED BY LAW, JOYNUP AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. JOYNUP IS NOT ITSELF A PROVIDER OF LEGAL, FINANCIAL OR HEALTH CARE SERVICES, AND THE SERVICES ARE NOT INTENDED TO, AND DO NOT CONSTITUTE COUNSELING OR THERAPY, OR FINANCIAL, HEALTH OR LEGAL ADVICE. WHILE WE ENABLE USERS TO COMMUNICATE WITH ONE ANOTHER, WE ARE NOT RESPONSIBLE FOR MONITORING SUCH INFORMATION AND COMMUNICATIONS, AND WE ARE NOT A PARTY TO TRANSACTIONS OR INTERACTIONS THAT MAY OCCUR BETWEEN USERS, WHETHER ONLINE OR OFFLINE. ADDITIONALLY, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT ANY VENDOR OR THIRD PARTY IS LICENSED, QUALIFIED, INSURED OR CAPABLE OF PERFORMING ANY PRODUCT OR SERVICE, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE EXPERTISE, PROFESSIONAL QUALIFICATIONS, OR QUALITY OF WORK OF ANY VENDOR OR THIRD PARTY, OR THE SUITABILITY, RELIABILITY OR ACCURACY OF THE PRODUCTS AND SERVICES THEY PROVIDE. WE PROVIDE THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CONTENT PROVIDED, DISPLAYED, OR GENERATED THROUGH THE SERVICES, OR ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE SERVICES, ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. INFORMATION AND OPINIONS RECEIVED VIA THE WEBSITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. SOME JURISDICTIONS HAVE LAWS THAT MAY APPLY TO THE SERVICES AND THAT DO NOT ALLOW CERTAIN PROVISIONS SUCH AS LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN WARRANTIES, AMONG OTHERS. TO THE EXTENT THAT A LIMITATION, EXCLUSION, RESTRICTION OR OTHER PROVISION SET OUT HEREIN IS SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SUCH LIMITATION, EXCLUSION, RESTRICTION OR PROVISION MAY NOT APPLY TO YOU.

    YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR OTHER MATERIALS AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SITE FOR ANY RECONSTRUCTION OF ANY LOST DATA. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

    YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS, AND WE ARE NOT A PARTY TO ANY SUCH DISPUTES. WE RESERVE THE RIGHT, BUT DO NOT HAVE ANY OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. ANY AND ALL COMMUNICATIONS, CORRESPONDENCE, VERBAL OR WRITTEN, OR ANY WARRANTIES OR REPRESENTATIONS, MADE WITH REGARD TO PRODUCTS AND SERVICES OFFERED THROUGH THE SERVICES BY USERS ARE NOT PROVIDED BY US AND ARE SPECIFICALLY AND SOLELY BETWEEN THE USERS. WE HAVE NO LIABILITY FOR YOUR INTERACTIONS WITH OTHER USERS, OR FOR ANY USER’S ACTION OR INACTION. 

    TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL JOYNUP, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT JOYNUP HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

    JOYNUP’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES SHALL IN NO EVENT EXCEED THE GREATER OF $200 OR THE FEES PAID BY YOU TO JOYNUP TO USE THE SERVICES IN THE 12 MONTHS BEFORE THE DISPUTE.

    FOR THOSE JURISDICTIONS THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL, RECKLESS MISCONDUCT, OR GROSS NEGLIGENCE OF THE COMPANY. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE. 

    For New Jersey Residents: 

    IF YOU ARE A USER FROM NEW JERSEY, THIS SECTION TITLED “DISCLAIMER OF REPRESENTATIONS AND WARRANTIES AND LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

    For North Carolina Residents:

    IF YOU ARE A NORTH CAROLINA RESIDENT, THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY HEREIN WILL NOT APPLY TO YOU. THESE TERMS WILL NOT BE CONSTRUED TO LIMIT YOUR RECOVERY OF DAMAGES OR OTHER REMEDIES. THESE TERMS WILL NOT BE CONSTRUED TO REQUIRE YOU TO AGREE TO JURISDICTION OR VENUE IN ANY STATE OTHER THAN NORTH CAROLINA FOR RESOLUTION OF DISPUTES BETWEEN YOU AND JOYNUP.

    HIPAA Health Information Disclaimer:

    Joynup is not a covered entity under HIPAA, and we do not intentionally collect your health information. However, you may disclose your health information while using some of the features on the Site, such as providing information regarding your medical providers, uploading your medical records or when using the Talk-It-Out service. We will only use such information for a strict purpose of resolving the dispute between you and your partner, and only grant appropriate parties the access to the information to facilitate your Talk-It-Out services, such as your partner, Talk-It-Out coach or Joynup employees as applicable. Your information will be protected under the applicable federal and state laws. If you do not want us to use and disclose any of the information described above, please email us at support@joynup.com.  

19. Release and Indemnity

    PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS.

    On behalf of yourself and your heirs, executors, agents, representatives, and assigns, fully release, forever discharge, and hold Joynup, its affiliates and their respective officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, and actions (actual and consequential) of any kind and injury (including death) and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or relating to your use of the Services. You agree that this release has been freely and voluntarily consented to and you confirm that you fully understand what you are agreeing to.

    If you are a California resident, you waive California Civil Code §1542, which states that “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” For avoidance of doubt, any disputes directly with us shall be handled in accordance with these Terms.

    You agree to indemnify and hold Joynup and its affiliates and their respective officers, employees, contractors, directors, lawyers, accountants, agents and representatives harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of any third party claims relating to your use of the Service, your violation of these Terms or your violation of any rights of another, including but not limited to (i) your advertising, provision of or failure to pay for goods or services promoted on the Services; (ii) claims that any of your User Content or Submitted Content includes materials owned by third parties without authorization, was defamatory or harassing, or otherwise violated the rights of any third party; or (iii) your breach of these Terms, or applicable law, by your or by someone accessing the Services via your account. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with us in defending such claims. These indemnification, defense, and hold harmless obligations will survive these Terms and the termination of your use of the Services.

20. Dispute Resolution by Binding Arbitration and Class Action Waiver

    PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS.

    By using the Services, you agree that the laws of the State of California, without regard to principles of conflict of laws of any state or jurisdiction, will govern the Terms and any dispute of any sort that might arise between you and us or any of our affiliates. With respect to any disputes or claims not subject to arbitration, you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of California.

21. MANDATORY ARBITRATION AND CLASS ACTION WAIVER 

    PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

    Initial Dispute Resolution. Most disputes can be resolved without resorting to arbitration. If you have any dispute with us, you agree that you will try to resolve your dispute with us before taking any formal action by contacting us Joynup, Inc., support@joynup.com, Attention: Legal Department. When you contact us, you must provide a brief, written description of the dispute and your contact information. If you have an account with us, you must include the email address associated with your account. Except for intellectual property and small claims court claims (see the subsection entitled “Exception” below), you and we agree to use good faith efforts to resolve any dispute, claim, question, or disagreement directly through consultation with each other. You and we agree to engage in good faith discussions before initiating a lawsuit or arbitration and understand that good faith discussions are a precondition of initiating a lawsuit or arbitration.

    Binding Arbitration. If we do not reach an agreed-upon solution within a period of sixty (60) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims (except as provided in the subsection entitled “Exception” below), as long as the party agrees with the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach), the parties’ relationship with each other, and/or your use of the Services shall be finally settled by binding arbitration administered by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures under the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”). If there is any inconsistency between any term of the AAA Rules and these Terms, the applicable terms of these Terms will control. All issues are for the arbitrator to decide. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Unless you and we agree otherwise in writing, any arbitration hearings will take place in San Francisco, California. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

    Arbitrator’s Powers. The arbitrator (and not any federal, state, or local court or agency) shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms. Such disputes may include, but are not limited to, any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

    The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. 

    Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 

    This means that you and we expressly waive any rights to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

    Exception: Litigation of Intellectual Property Claims and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights. “Intellectual property rights” means patents, copyrights, trademarks, and trade secrets—but does not include privacy or publicity rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

    30-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to Joynup, Inc., support@joynup.com, Attention: Legal Department. Your written notice must have the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of (i) the Effective Date of these Terms; or (ii) your first date that you used the Services that contained any versions of the Terms that included this version of the Mandatory Arbitration and Class Action Waiver, whichever is later. Otherwise you shall be bound to arbitrate disputes in accordance with this section entitled “Mandatory Arbitration and Class Action Waiver.” If you opt out of these arbitration provisions, we also will not be bound by them.

    Changes to this Section. We will provide thirty (30) days' notice of any material changes to this section by posting notice on the Services or informing you via email, and complying with any other applicable legal notice or consent requirements. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you by email. Changes to this Section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. 

    If a court or arbitrator decides that this subsection (“Changes to this Section”) is not enforceable or valid, then this subsection will be deemed to be severed from the section entitled “Mandatory Arbitration and Class Action Waiver.” If this happens, the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section or similar section in existence after you began using the Services. 

    Survival. This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your use of the Services.

    Joynup may, in the future, make changes to these provisions regarding dispute resolution and arbitration by providing notice in accordance with the section of these Terms entitled “Modifications” below. You may reject any changes made during your Membership by sending written notice within thirty (30) calendar days of the notice of modification to us at Joynup, Inc., support@joynup.com, Attention: Legal Department.

22. Jurisdiction and Choice of Law

    These Terms will be governed by California law except for its conflicts of laws principles.

    We operate and control the Services from the United States of America and, unless otherwise specified, the materials displayed on the Services are presented solely for the purpose of promoting products and services available in the United States, its territories, possessions and protectorates. We do not represent that materials on the Services are appropriate or available for use in other locations. If you choose to access the Services from other locations, you are responsible for compliance with local laws, if and to the extent that local laws are applicable. 

23. E-Signatures

    We provide an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. Each time you use the E-Sign Service, you are expressly (i) affirming that you are able to access and view the Joynup agreement (the “Agreement”) you are electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Agreement. We bear no responsibility or liability with respect to the content, validity, or enforceability of any Agreement, nor is it responsible or liable for any matters or disputes arising from the Agreement. We make no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures.

24. E-SIGN Disclosure

    By agreeing to receive text messages, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by sending a message to support@joynup.com. To view and retain a copy of these Terms or any information regarding your subscription for our Services, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update your contact information in our records, please contact us via support@joynup.com with contact information and the address for delivery.

25. Entire Agreement

    These Terms constitute the entire agreement between you and Joynup with respect to the subject matter of these Terms and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

26. Waiver, Severability and Assignment

    Joynup’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Joynup may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

27. Modifications

    We may revise these Terms from time to time and will always post the most current version on the Site. If a revision meaningfully reduces your rights, we may also notify you (by, for example, posting on our blog or on this page). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.

    If you have any questions or comments regarding these Terms, please contact us at support@joynup.com at any time. Joynup, Inc., the provider of the Services, is located at 2603 Camino Ramon, Suite 200, San Ramon, CA 94583.