Joyous Service Agreement Terms

1. JOYOUS

1.1 "Joyous" refers to a software solution and associated services. "We" or "Us" refers to the company providing the software and services, namely Joyous Limited or one of its subsidiaries as identified in a proposal or contract referring to these terms.

1.2 Joyous can be used to collect all sorts of different information from employees relating to their work, employment, state of mind and other circumstances (together, “employee feedback”).

1.3 By accessing Joyous, the person or organisation entering into these Terms as a user of Joyous, together with all individual users accessing Joyous as part of that same organisation (together, “you”) accept and agree to be bound by these Terms.

1.4 If a proposal, an SoW, an agreement or a contract with Joyous refers to these Terms, then in the case of conflict, the terms in the referring document (the proposal, SoW, agreement or contract) take precedence.

2. AMENDMENTS

2.1 We can amend these Terms at any time. Amendments will be effective immediately when posted online at www.joyoushq.com/terms. By continuing to use Joyous, you agree to be bound by the Terms as amended.

3. USE OF JOYOUS

3.1 You agree to only use Joyous in a way that complies with all applicable laws and regulations, that does not infringe our rights or other users’ rights, and that does not inhibit or restrict other users’ enjoyment of Joyous.

3.2 To use Joyous, you must provide us with your employees’ email addresses and you may provide us with your employees’ names and any other relevant business identifiers such as employee numbers or mobile numbers (“Employee Information”). You may provide Employee Information to us directly, by uploading it, or by connecting Joyous with your own systems via an API or secure file transfer. You agree that we may automatically send notification and survey messages relating to your business to the email addresses, mobile numbers and other addresses provided to us.

3.3 We will only use the Employee Information that you have provided to us for the purpose of obtaining employee feedback, or to provide any other service that you have requested. For the avoidance of doubt, we will not sell or trade Employee Information provided by you to third parties. You are solely responsible for ensuring that your provision of Employee Information to us complies with all applicable privacy or data protection laws and agreements that you have entered into and that you are authorised to provide it to us.

3.4 You are responsible for all activity resulting from your use of Joyous. You indemnify us, and will keep us indemnified, against all forms of liability, action, proceeding, demand, cost, change and expense which we may incur or be subject to or suffer as a result of your use of Joyous.

3.5 Without limiting any other rights and remedies available to us, if we believe you have breached or are in breach of these Terms, we may: (a) limit your activities on Joyous; (b) issue a warning to you; (c) suspend or cancel your access to Joyous; (d) cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity of or to locate anyone posting any content in breach of these Terms; and/or (e) disclose your identity and any other information we hold about you to any law enforcement authority if we believe this would assist to prevent the commission of any crime against a person or persons.

4. FEES FOR USING JOYOUS

4.1 Fees for implementing and using Joyous and the contract term will be set out in your written proposal or contract. Our standard contract term is three years which will apply if no contract term is otherwise specified.

4.2 Fees are charged in advance at the start of each twelve month period, and are non-refundable. Fees are subject to change from one contract term to the next, however we will give you at least 30 days’ notice of Fee changes. We will not be liable to you or any third party for any changes to Fees. Fees are exclusive of all taxes and you indemnify and hold us harmless against any claims by any tax authority for any underpayment of any tax or levy, and any penalties and/or interest.

5. YOUR INFORMATION

5.1 You warrant that you have provided complete, accurate and current personal information such as your full legal name and email address when registering for an account (“Account Information”) and you agree to maintain and promptly update your Account Information to ensure it is kept current at all times.

5.2 We will take reasonable precautions and implement industry standard technical and organisational measures to keep your profile secure and protect it from unauthorised access, however you agree that we are entitled to rely on the authenticity and authority of your username, password and session-specific codes generated by your hardware device to process actions or requests you submit to Joyous and that we may do so without further enquiry.

5.3 You agree to keep your log in details and password secure and agree not to share your password with anyone else. We will not be liable for any loss or damage if you fail to comply with this security obligation.

6. TERMINATION

6.1 After the end of your contract term, either party may elect to terminate the contract by providing 30 days notice, unless both parties have agreed a contract renewal. If the contract is not terminated at the end of a period it will rollover into a new 12-month period.

6.2 You will not be entitled to a refund for any fees that you have already paid.

6.3 All of your data and content may be deleted from our systems within 3 months of termination. We are not liable for any loss or damage following, or as a result of, the termination of your contract, and it is your responsibility to ensure that any content or data which you require is backed-up or replicated before termination.

7. INTELLECTUAL PROPERTY

7.1 We (and our licensors or suppliers, as the case may be) own all intellectual property rights existing in Joyous, including all of the content of Joyous (such as text, graphics, logos, icons and sound recordings), all software code underlying and forming part of Joyous and any improvements, enhancements, modifications or adaptations to Joyous.

7.2 An employee who provides employee feedback to you through Joyous will own that employee feedback. You may use Joyous to respond to any employee feedback given, as well as view feedback both individually and in summary.

7.3 We are allowed to use (on a non-exclusive, royalty free and irrevocable basis) all data generated by Joyous, including your scores and other metrics, for our own purposes (benchmarking within industry sectors), but this information will not be used in such a way that will identify or be attributable to you or to any individual employee.

7.4 Unless you have received our prior written permission, you agree not to, and will not permit or encourage any third party to: (a) adapt, reproduce, modify, reverse-engineer, decompile, distribute, print, display, perform, publish or create adaptations from any part of Joyous; or (e) commercialise, copy or on-sell any information or materials obtained from any part of Joyous.

7.5 You may not publish or use the Joyous brand, branding or logos without our prior written permission.

7.6 We do not claim ownership of any intellectual property rights in relation to the information or content you upload to Joyous (such as your profile information or other content or data that you provide in connection with your use of Joyous), however you grant us a non-exclusive, royalty free licence to collect, retain, use, copy, distribute or disclose it for the purposes of operating Joyous.

7.7 You agree to grant us with a non-exclusive royalty free licence to use your name and logo for our marketing and promotional material, including marketing and promotional material featured on our website.

7.8 We welcome your feedback and ideas on how to improve Joyous. If you choose to submit your ideas, you agree that we are free to use them and that you will not have rights to any intellectual property that may be generated as a result.

8. SERVICE LEVELS

8.1  The Joyous service is targeted to be Available more than 99.9% of the time in any given month.  The Joyous service is considered Available if it is accessible and operating normally for more than 99% of users. Periods where the service is unavailable due to the following Excluded Events will be disregarded for the purpose of this calculation:

  • Defects, errors, failures or outages in your systems or network services.
  • Defect or errors arising from the use of the solution in a manner contrary to reasonable instructions or restrictions.
  • Events of Force Majeure.
  • Scheduled maintenance which you are advised of in advance.

Users may request support via the support button located on every screen of the app and the Joyous website or via email (support@joyoushq.com).  These support channels will have the same target availability as the service itself.  During our usual business hours, we target to respond to all support requests in less than one hour.

8.2 From time to time, we may issue an update to Joyous which may add, modify and/or remove features. We will endeavour to let you know about these changes in advance, but these updates may be pushed out automatically with little or no notice.

8.3 To the maximum extent permitted by law we disclaim and exclude all implied conditions and warranties. To avoid doubt, we do not warrant that: (a) Joyous will meet your specific requirements; (b) Joyous will be uninterrupted, timely, secure, or error free; (c) the results that may be obtained from the use of Joyous will be accurate or reliable; (d) the quality of any products, services, information or other material purchased or obtained by you through Joyous will meet your expectations; or (e) any errors in Joyous will be corrected.

8.4 We will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from the use of, or the inability to use, Joyous.

8.5 We may use third party suppliers to provide necessary hardware, software, networking, connectivity, storage and related technology required to provide Joyous. The acts and omissions of those third party suppliers may be outside of our control, and we do not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier.

8.6 In any event, you agree that the total liability of Joyous under these Terms will not exceed the amount paid for use of Joyous in the current or most recent contract period.

9. GENERAL PROVISIONS

9.1 These Terms are governed by New Zealand law, and you submit to the exclusive jurisdiction of the New Zealand courts for any matter or dispute arising in relation to these Terms.

9.2 If an accepted proposal or contract refers to these terms, then these Terms combined with the accepted proposal or contract constitute our entire agreement. Otherwise, these Terms alone constitute our entire agreement. In both cases this entire agreement supersedes all prior agreements, arrangements, understandings and representations (whether oral or written) given by or made between us and you, in relation to these Terms or use of Joyous.

9.3 If any provision of these Terms is found by a court or other competent authority to be invalid, unenforceable or in conflict with the law, that provision is limited or eliminated to the minimum extent so that these Terms otherwise remain in full effect.

9.4 If we do not exercise or enforce any right available to us under these Terms, it does not constitute a waiver of those rights.

9.5 The headings used throughout these Terms are provided for your convenience and do not affect the meaning of these Terms.

10. CONTACT US

10.1 If you have any questions about these Terms, the practices of Joyous, or if you would like to give us feedback or notice, you can contact us in the following ways:

Email: hello@joyoushq.com

Post: Level 2, The Dilworth Building, 22 Queen Street, Auckland 1012, Auckland, New Zealand

1. JOYOUS

1.1 "Joyous" refers to a software solution and associated services. "We" or "Us" refers to the company providing the software and services, namely Joyous Limited or one of its subsidiaries as identified in a proposal or contract referring to these terms.

1.2 Joyous can be used to collect all sorts of different information from employees relating to their work, employment, state of mind and other circumstances (together, “employee feedback”).

1.3 By accessing Joyous, the person or organisation entering into these Terms as a user of Joyous, together with all individual users accessing Joyous as part of that same organisation (together, “you”) accept and agree to be bound by these Terms.

1.4 If a proposal, an SoW, an agreement or a contract with Joyous refers to these Terms, then in the case of conflict, the terms in the referring document (the proposal, SoW, agreement or contract) take precedence.

2. AMENDMENTS

2.1 We can amend these Terms at any time. Amendments will be effective immediately when posted online at www.joyoushq.com/terms. By continuing to use Joyous, you agree to be bound by the Terms as amended.

3. USE OF JOYOUS

3.1 You agree to only use Joyous in a way that complies with all applicable laws and regulations, that does not infringe our rights or other users’ rights, and that does not inhibit or restrict other users’ enjoyment of Joyous.

3.2 To use Joyous, you must provide us with your employees’ email addresses and you may provide us with your employees’ names and any other relevant business identifiers such as employee numbers or mobile numbers (“Employee Information”). You may provide Employee Information to us directly, by uploading it, or by connecting Joyous with your own systems via an API or secure file transfer. You agree that we may automatically send notification and survey messages relating to your business to the email addresses, mobile numbers and other addresses provided to us.

3.3 We will only use the Employee Information that you have provided to us for the purpose of obtaining employee feedback, or to provide any other service that you have requested. For the avoidance of doubt, we will not sell or trade Employee Information provided by you to third parties. You are solely responsible for ensuring that your provision of Employee Information to us complies with all applicable privacy or data protection laws and agreements that you have entered into and that you are authorised to provide it to us.

3.4 You are responsible for all activity resulting from your use of Joyous. You indemnify us, and will keep us indemnified, against all forms of liability, action, proceeding, demand, cost, change and expense which we may incur or be subject to or suffer as a result of your use of Joyous.

3.5 Without limiting any other rights and remedies available to us, if we believe you have breached or are in breach of these Terms, we may: (a) limit your activities on Joyous; (b) issue a warning to you; (c) suspend or cancel your access to Joyous; (d) cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity of or to locate anyone posting any content in breach of these Terms; and/or (e) disclose your identity and any other information we hold about you to any law enforcement authority if we believe this would assist to prevent the commission of any crime against a person or persons.

4. FEES FOR USING JOYOUS

4.1 Fees for implementing and using Joyous and the contract term will be set out in your written proposal or contract. Our standard contract term is three years which will apply if no contract term is otherwise specified.

4.2 Fees are charged in advance at the start of each twelve month period, and are non-refundable. Fees are subject to change from one contract term to the next, however we will give you at least 30 days’ notice of Fee changes. We will not be liable to you or any third party for any changes to Fees. Fees are exclusive of all taxes and you indemnify and hold us harmless against any claims by any tax authority for any underpayment of any tax or levy, and any penalties and/or interest.

5. YOUR INFORMATION

5.1 You warrant that you have provided complete, accurate and current personal information such as your full legal name and email address when registering for an account (“Account Information”) and you agree to maintain and promptly update your Account Information to ensure it is kept current at all times.

5.2 We will take reasonable precautions and implement industry standard technical and organisational measures to keep your profile secure and protect it from unauthorised access, however you agree that we are entitled to rely on the authenticity and authority of your username, password and session-specific codes generated by your hardware device to process actions or requests you submit to Joyous and that we may do so without further enquiry.

5.3 You agree to keep your log in details and password secure and agree not to share your password with anyone else. We will not be liable for any loss or damage if you fail to comply with this security obligation.

6. TERMINATION

6.1 After the end of your contract term, either party may elect to terminate the contract by providing 30 days notice, unless both parties have agreed a contract renewal. If the contract is not terminated at the end of a period it will rollover into a new 12-month period.

6.2 You will not be entitled to a refund for any fees that you have already paid.

6.3 All of your data and content may be deleted from our systems within 3 months of termination. We are not liable for any loss or damage following, or as a result of, the termination of your contract, and it is your responsibility to ensure that any content or data which you require is backed-up or replicated before termination.

7. INTELLECTUAL PROPERTY

7.1 We (and our licensors or suppliers, as the case may be) own all intellectual property rights existing in Joyous, including all of the content of Joyous (such as text, graphics, logos, icons and sound recordings), all software code underlying and forming part of Joyous and any improvements, enhancements, modifications or adaptations to Joyous.

7.2 An employee who provides employee feedback to you through Joyous will own that employee feedback. You may use Joyous to respond to any employee feedback given, as well as view feedback both individually and in summary.

7.3 We are allowed to use (on a non-exclusive, royalty free and irrevocable basis) all data generated by Joyous, including your scores and other metrics, for our own purposes (benchmarking within industry sectors), but this information will not be used in such a way that will identify or be attributable to you or to any individual employee.

7.4 Unless you have received our prior written permission, you agree not to, and will not permit or encourage any third party to: (a) adapt, reproduce, modify, reverse-engineer, decompile, distribute, print, display, perform, publish or create adaptations from any part of Joyous; or (e) commercialise, copy or on-sell any information or materials obtained from any part of Joyous.

7.5 You may not publish or use the Joyous brand, branding or logos without our prior written permission.

7.6 We do not claim ownership of any intellectual property rights in relation to the information or content you upload to Joyous (such as your profile information or other content or data that you provide in connection with your use of Joyous), however you grant us a non-exclusive, royalty free licence to collect, retain, use, copy, distribute or disclose it for the purposes of operating Joyous.

7.7 You agree to grant us with a non-exclusive royalty free licence to use your name and logo for our marketing and promotional material, including marketing and promotional material featured on our website.

7.8 We welcome your feedback and ideas on how to improve Joyous. If you choose to submit your ideas, you agree that we are free to use them and that you will not have rights to any intellectual property that may be generated as a result.

8. SERVICE LEVELS

8.1  The Joyous service is targeted to be Available more than 99.9% of the time in any given month.  The Joyous service is considered Available if it is accessible and operating normally for more than 99% of users. Periods where the service is unavailable due to the following Excluded Events will be disregarded for the purpose of this calculation:

  • Defects, errors, failures or outages in your systems or network services.
  • Defect or errors arising from the use of the solution in a manner contrary to reasonable instructions or restrictions.
  • Events of Force Majeure.
  • Scheduled maintenance which you are advised of in advance.

Users may request support via the support button located on every screen of the app and the Joyous website or via email (support@joyoushq.com).  These support channels will have the same target availability as the service itself.  During our usual business hours, we target to respond to all support requests in less than one hour.

8.2 From time to time, we may issue an update to Joyous which may add, modify and/or remove features. We will endeavour to let you know about these changes in advance, but these updates may be pushed out automatically with little or no notice.

8.3 To the maximum extent permitted by law we disclaim and exclude all implied conditions and warranties. To avoid doubt, we do not warrant that: (a) Joyous will meet your specific requirements; (b) Joyous will be uninterrupted, timely, secure, or error free; (c) the results that may be obtained from the use of Joyous will be accurate or reliable; (d) the quality of any products, services, information or other material purchased or obtained by you through Joyous will meet your expectations; or (e) any errors in Joyous will be corrected.

8.4 We will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from the use of, or the inability to use, Joyous.

8.5 We may use third party suppliers to provide necessary hardware, software, networking, connectivity, storage and related technology required to provide Joyous. The acts and omissions of those third party suppliers may be outside of our control, and we do not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier.

8.6 In any event, you agree that the total liability of Joyous under these Terms will not exceed the amount paid for use of Joyous in the current or most recent contract period.

9. GENERAL PROVISIONS

9.1 These Terms are governed by New Zealand law, and you submit to the exclusive jurisdiction of the New Zealand courts for any matter or dispute arising in relation to these Terms.

9.2 If an accepted proposal or contract refers to these terms, then these Terms combined with the accepted proposal or contract constitute our entire agreement. Otherwise, these Terms alone constitute our entire agreement. In both cases this entire agreement supersedes all prior agreements, arrangements, understandings and representations (whether oral or written) given by or made between us and you, in relation to these Terms or use of Joyous.

9.3 If any provision of these Terms is found by a court or other competent authority to be invalid, unenforceable or in conflict with the law, that provision is limited or eliminated to the minimum extent so that these Terms otherwise remain in full effect.

9.4 If we do not exercise or enforce any right available to us under these Terms, it does not constitute a waiver of those rights.

9.5 The headings used throughout these Terms are provided for your convenience and do not affect the meaning of these Terms.

10. CONTACT US

10.1 If you have any questions about these Terms, the practices of Joyous, or if you would like to give us feedback or notice, you can contact us in the following ways:

Email: hello@joyoushq.com

Post: Level 2, The Dilworth Building, 22 Queen Street, Auckland 1012, Auckland, New Zealand