AUGUST 8, 2023
This Terms of Use is a legal agreement between you (either an individual or a single entity, collectively referred to as “You” or “Your” or “Licensee”), the End-User, and Joyfill, LLC (“Licensor”), a limited liability company of the United States of America, for the Joyfill software products, which includes software, source code, and computing services (collectively, “Software Product”). By subscribing to a subscription plan and installing, copying, or otherwise using the Software Product, you agree to be bound by the terms of this Terms of Use. If you do not agree to the terms of this Terms of Use, you may not install, copy, download or use the Software Product. You agree that your use or installation of the Software Product acknowledges that you have read this agreement, understand it, and agree to be bound by its terms and conditions. The terms “we”, “us”, and “Licensor” refer to Joyfill, LLC, and its affiliates.
1. GENERAL
The Software Product is licensed, not sold, to you by Licensor for use only under the terms of the End User License Agreement, which is provided concurrently with a Privacy Policy and this Terms of Use. See the End User License Agreement for details regarding the license granted to you, and see the Privacy Policy for details regarding our collection and use of data. Note that to the extent that any terms in this Terms of Use document conflict with any term in the Privacy Policy or End User License Agreement, the terms of this Terms of Use document shall take precedence.
2. SUBSCRIPTION PLANS
The subscription plan you have chosen is described in the Order Form that was completed and executed by you upon purchase of said subscription plan. To purchase one of the subscription plans, you must have an account with Joyfill, LLC and for any of the paid subscription plans, you must have either: 1) a valid stored primary credit card or other supported form of card payment with a billing address in one of the 50 United States or the District of Columbia (such a valid card or form of payment, a “Valid Primary Card”), or 2) valid stored ACH transfer payment information with a billing address in one of the 50 United States or the District of Columbia (such valid ACH transfer payment information, “Valid ACH Account”). Please note that certain credit cards or other payment forms may not be used for subscription plan purchases and that credit cards or other payment forms with billing addresses in U.S. territories such as Guam and Puerto Rico do not qualify. Access will start immediately once your purchase is complete. Each subscription plan has an automatic renewal at the end of each Term with the ability to cancel anytime as described below. Your subscription plan is personal to you and non-transferrable and non-sublicensable. Sharing your subscription plan or subscription credentials with any person or entity is prohibited, unless expressly pre-approved by Joyfill, LLC. Purchase of your subscription plan is non-refundable (except as set forth below or as required by applicable law).
By purchasing a subscription plan, you authorize Joyfill, LLC to automatically charge your Valid Primary Card or Valid ACH Account each Billing Period for the applicable subscription plan fee and any applicable taxes, in U.S. dollars, until cancellation of your subscription plan, as described below. If you change your Valid Primary Card or Valid ACH Account in your account, you authorize Joyfill, LLC to automatically charge your new Valid Primary Card or Valid ACH Account each Billing Period for the foregoing amounts. If, after purchase, you cease to maintain (1) an account, for example, because Joyfill, LLC terminates your account due to inactivity, or (2) a Valid Primary Card or Valid ACH Account in your account, for example, by substituting a credit card or account that does not have a billing address in one of the 50 United States or the District of Columbia, your subscription plan will be cancelled. In addition, if you revoke authorization to charge your Valid Primary Card or Valid ACH Account, or if for any reason your Valid Primary Card issuer does not submit payment or your Valid ACH Account does not work, Joyfill, LLC may cancel your subscription plan or suspend your use of your subscription plan.
The Term renewal date will typically be the same day of the month that you first purchased your subscription plan (or, if you are moving from an existing subscription plan, the date on which you first purchased that original subscription plan). We may change the applicable subscription plan fee by providing you notice at least 10 days in advance of the next Term by e-mail to the primary e-mail address saved in your account. The new subscription plan fee will apply to your next full Billing Period after the fee change takes effect. You may cancel your subscription plan effective at the end of any Term (if done at least 30 days before the end of the Term) by contacting customer care: by phone at 855-JOY-FILL or by email at app@joyfill.io.
If you wish to cancel your subscription plan and avoid a charge for the next Term, you must do so at least thirty (30) days before the Term renewal date for your subscription plan. If you do not cancel at least thirty (30) days before your Term renewal date, you will be billed for the next Billing Period and will continue to be billed for the following Term. If you cancel after your Term renewal date, you will be charged for said subsequent Term, and your cancellation will then be effective at the end of that subsequent Term. You may use your subscription plan until cancellation is effective, but except as set forth above, your subscription plan is non-refundable.
Any notice or other communication regarding your subscription plan that we may initiate will be sent to the primary e-mail address saved in your account. Joyfill, LLC reserves the right to amend, cancel or modify these terms of sale at any time upon notice to you at such primary e-mail or cancel your subscription plan at any time; provided, that we will provide you with at least 10 days advance notice of any price change as set forth above. Joyfill, LLC will not send you a monthly or annual statement for your subscription plan. Your subscription plan is subject to the End User License Agreement, which supplements and forms a part of these Terms of Use, and to the Privacy Policy.
The subscription plans are as follows: 1) a free plan consisting briefly of unlimited users, 10 monthly submissions, a finite amount of pre-built forms and basic support, 2) a $40 per month and per user plan consisting briefly of unlimited users, a limited amount of storage, a finite amount of pre-built forms, phone & live chat support, 24/7 emergency support, email integration (connect Gmail, Outlook & more), a dedicated account manager, and account manager services, including importing customer lists, building customer forms, user training and onboarding, and direct contact & support, and 3) a $45 per month and per user plan consisting briefly of unlimited users, an unlimited amount of storage, a finite amount of pre-built forms, phone & live chat support, 24/7 emergency support, email integration (connect Gmail, Outlook & more), a dedicated account manager, and account manager services, including importing customer lists, building customer forms, user training and onboarding, and direct contact & support. See the Joyfill, LLC web site for more details about the services associated with each of the subscription plans.
3. TERM, BILLING PERIOD AND PAYMENT
A Term starts on the day and time you create an account, select a paid subscription plan, provide a Valid Primary Card or Valid ACH Account and we charge your Valid Primary Card or Valid ACH Account for the first Billing Period of the subscription plan (the “Billing Commencement Date”). At the completion of the period of time defined as the Term, either a subsequent Term will begin upon renewal or the relationship will be terminated. The Billing Period is the frequency with which you will make payment during the Term. The Billing Commencement Date will be said day and time, and each Billing Period thereafter, your Valid Primary Card or Valid ACH Account will be billed the appropriate amount. You agree to pay the subscription amount on each Billing Period in accordance with the provisions of the subscription plan you selected. You authorize Joyfill, LLC to charge your Valid Primary Card or Valid ACH Account for payment of all, or any portion of your fees, until such amounts are paid in full. Your card issuer agreement governs use of your credit or debit card in connection with the services we provide to you; please refer to that agreement for your rights and liabilities as a cardholder. Your deposit agreement governs use of your bank account in connection with the services we provide to you; please refer to that agreement for your rights and liabilities as a cardholder. If we do not receive payment from your Valid Primary Card or Valid ACH Account, you agree to pay us all amounts due upon demand by us. You agree that we will not be responsible for any expenses that you may incur resulting from overdrawing your bank account or exceeding your credit limit as a result of an automatic charge made under this Agreement.
If you think a charge is incorrect or you need more information on any charges applied to your account, you should contact us at the contact information above within 60 days of receiving the statement on which the error or problem appeared. We will not pay you interest on any overcharged amounts later refunded or credited to you. If we choose to use a collection agency or attorney to collect money that you owe us or to assert any other right that we may have against you, you agree to pay the reasonable costs of collection or other action including, without limitation, collection agency fees, reasonable attorneys’ fees, and court costs.
4. LIMITS OF THE SERVICES
You understand that there are operation limits to the services Joyfill, LLC provides. Provisioning of said services is subject to the availability and the operational limitations of the requisite equipment and associated facilities. There is no guarantee of bandwidth or response times. Your connection and data rate speeds may not be suitable for some applications. You understand and agree that temporary interruptions of our services may occur as normal events in the provision of said services. You further understand and agree that Joyfill, LLC has no control over third-party networks you may access in the course of your use of our services, and therefore, delays and disruptions of other network transmissions are beyond the control of Joyfill, LLC. Joyfill, LLC will not be liable for any failure of performance if such failure is due to any cause beyond Joyfill, LLC’s reasonable control, including acts of God, fire, explosion, vandalism, nuclear disaster, terrorism, satellite component failure, cable cut, storm or other weather or solar occurrence, any law, order or regulation by any government, civil, or military authority, national emergencies, insurrections, riots, wars, labor difficulties, supplier failures, shortages, breaches, or delays, or other failures or delays caused by you or your equipment.
5. TERM
This Terms of Use Agreement is effective during the Term, any subsequent Terms, or until terminated before the end of a Term or subsequent Term. The length of the Term or subsequent Term of this Agreement shall be defined in the Order Form you completed and executed upon the purchase agreement. Upon termination of the Agreement, the Licensee must cease use of the Software Product online as a service, destroy any installed Software Product with all copies, full or partial, and remove all of its component portions.
Your rights under this Terms of Use Agreement will terminate automatically without notice from Licensor if you fail to comply with any term(s) or condition(s) of this Terms of Use Agreement. In such event, no notice shall be required by Licensor to affect such termination.
Upon termination of this Terms of Use Agreement, you shall cease all use of the Software Product and destroy all copies, full or partial, together with all backup copies, modifications, documentation materials, and merged portions in any form and remove all component parts of said installed Software Product.
6. MARKETING COMMITMENTS
With Licensee’s advance approval, Joyfill may use and display Licensee’s logo on its website and in marketing materials. Upon Joyfill’s reasonable request, Licensee agrees to participate in a case study relating to Licensee’s use of the Subscription Services, which may be published on Joyfill’s website or other marketing collateral and circulated to the general public. Such case study participation will require minimal time from Licensee. Upon Joyfill’s reasonable request, Licensee will provide a quote and/or testimonial to be used by Joyfill in its marketing materials.
7. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SOFTWARE PRODUCT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE PRODUCT IS PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE PRODUCT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE PRODUCT, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE PRODUCT WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR A LICENSOR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PRODUCT PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS AFFILIATES OR LICENSEES, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS TERMS OF USE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT. THIS ABOVE LIMITATION OF LIABILITY MAY NOT APPLY TO YOU BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY.
9. GOVERNING LAW; SUBMISSION TO JURISDICTION
This Terms of Use Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. This Terms of Use will be governed by and construed in accordance with the internal laws of the State of Florida of the United States of America without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the state of Florida of the United States of America. Any legal suit, action, or proceeding arising out of or related to this Agreement or the license granted hereunder will be instituted in the federal courts of the United States or the courts of the State of Florida of the United States of America, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
10. SEVERABILITY
If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
11. ENTIRE AGREEMENT
This Agreement constitutes the sole and entire agreement with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
12. AMENDMENTS/NOTICE OF CHANGES
Licensor reserves the right to change the terms and conditions contained in this Agreement, other service-specific terms and conditions, or any policies or guidelines governing the software or services it provides, including without limitation, any of the information posted on the Software Product, at any time and in our sole discretion. Any changes to the Software Product, including service-specific terms and conditions, or policies and guidelines referenced in this Agreement, will be effective upon posting of such revisions on the Software Product and without notice to you. We will, however, post a notice of any changes to this Agreement on the Software Product after the changes are effective. You are responsible for regularly reviewing the Software Product for changes and notice of any changes. Changes to referenced policies and guidelines or any other information in the Software Product may be posted without any other notice to you. YOUR CONTINUED USE OF THE SOFTWARE PRODUCT AND ITS SERVICES FOLLOWING OUR POSTING OF ANY CHANGES TO THE AGREEMENT ON THE SOFTWARE PRODUCT WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT OR THE SOFTWARE PRODUCT, DO NOT CONTINUE TO USE THE SOFTWARE PRODUCT OR ITS SERVICES.
13. CLASS ACTION WAIVER
READ THE FOLLOWING CLASS ACTION WAIVER AGREEMENT CAREFULLY. IT LIMITS CERTAIN LEGAL RIGHTS, INCLUDING YOUR RIGHT TO OBTAIN RELIEF OR DAMAGES AS A MEMBER OF A CLASS. EXCEPT WHERE PROHIBITED BY LAW, 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 CLASS ACTION LAWSUIT. You expressly waive any right you may have to bring or participate in a claim as a class, collective or representative proceeding in court or before an arbitrator against Licensor and/or its affiliated entities. Further, unless both we agree in writing, the arbitrator may not consolidate your claim with another person’s claim and may not otherwise preside over any form of a representative or class proceeding.
14. ARBITRATION, GOVERNING LAW AND FORUM
Any controversy, claim or dispute arising out of this Agreement or the use, viewing or access to the Software Product shall be settled by arbitration, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Venue for any arbitration proceeding shall be the State of Florida of the United States of America, unless otherwise agreed by the parties or ordered by the arbitrator. The arbitrator shall award attorney’s fees and costs to the prevailing party in any arbitration proceeding.
This Agreement is governed by and shall be construed in accordance with the laws of the United States of America, without regard to its principles of conflicts of law. To the extent the arbitration provision above is held invalid or unenforceable, the courts located in the state of Florida of the United States of America shall have exclusive jurisdiction over any controversy, claim or dispute arising out of this Agreement or the use, viewing or access to the Software Product, and you agree to waive any jurisdictional, venue, or inconvenient forum objections to said courts.
15. DISPUTE RESOLUTION
If you believe that the Software Product or Licensor has not adhered to this Terms of Use Agreement, you may contact us by writing to us at the following address:
Joyfill, LLC
424 E. Central Blvd. #716
Orlando, FL 32801