Joyous Service Agreement

DEFINITIONS

The following capitalized terms will have the following meanings whenever used in this Agreement.

“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).

“Customer’s Clients” means any of Customer’s clients or customers or other third parties Customer gives access to Joyous, including without limitation such companies’ agents and employees.

“Customer Data” means all information processed or stored through Joyous by Customer or on Customer’s behalf.

“Order” means an order for access to Joyous.

“Privacy/Security Law” means privacy and security laws governing the handling of Customer Data.

“User” means any company or individual who uses Joyous on Customer’s behalf or through Customer’s account or passwords, whether authorized or not, including without limitation Customer’s Clients and their employees and agents.

1. JOYOUS

1.1 "Joyous" refers to a software solution and associated services provided by Us to You.

1.2 Joyous can be used to collect all sorts of different information from employees relating to their work and other circumstances (together, “Employee Feedback”).

1.3 By accessing Joyous, the person or organization entering into this Agreement as a user of Joyous, together with all individual users accessing Joyous as part of that same organization (together, “You” or “Customer”) accept and agree to be bound by the terms of this Agreement.

1.4 If a proposal or an Order with Joyous refers to this Agreement, then in the case of conflict, the terms in the referring document (the proposal or Order) take precedence.

2. AMENDMENTS

2.1 We can amend this Service Agreement 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 this Service Agreement as amended.

3. USE OF JOYOUS

3.1 You agree to use Joyous pursuant to the terms of any current Order and in a way that complies with all applicable laws and regulations, and does not infringe our rights or other users’ rights.

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 Customer’s Clients. Customer may authorize Customer’s Clients to access and use Joyous in such numbers and according to such restrictions as are set forth in the applicable Order. Customer shall make no representations or warranties regarding Joyous or any other matter, to Customer’s Clients or Users or any other third party, from or on behalf of us, and Customer shall not create or purport to create any obligations or liabilities for us. Customer will be liable to us for Customer’s Clients’ acts and omissions related to Joyous (without limiting any liability of such Customer’s Clients to us).

3.4 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.

3.5 Indemnity from Customer. 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, including without limitation, claims by Customer’s Clients or other Users.

3.6 Indemnity from Joyous. Joyous will indemnify, defend, and hold harmless Customer, its affiliates, directors, officers, employees, and agents, against any action brought against Customer based on a claim that any software, documentation or processes provided by Joyous infringes any patent or copyright or misappropriates any trade secret. Joyous will pay costs, including Customer’s attorney fees incurred to defend such claim, and all damages finally awarded against Customer in any such action, or those costs and damages agreed to in a monetary settlement of an Action. Notwithstanding the foregoing, Joyous will have no obligation with respect to any Third-Party Technology or Customer Property or an infringement or misappropriation claim if the software is being misused, used in violation of these terms or any regulations, used in nonconformance with the documentation, or has been modified by Customer or any third party under the control of Customer.

3.7 Without limiting any other rights and remedies available to us, if we believe you have breached or are in breach of this Agreement, 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 this Agreement; 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.

3.8 Joyous Revisions. From time to time, we may issue an update to Joyous which may add, modify and/or remove features.

4. FEES FOR USING JOYOUS

4.1 Fees. Customer agrees to pay us the fees set forth in each Order.

4.2 Annual subscription fees are invoiced in advance at the start of each twelve-month period and are non-refundable.

4.3 Implementation fees are invoiced in advance upon commencement of the Agreement and are non-refundable.

4.4 Fees for additional charges under consumption-based plans, additional campaigns or other fees are calculated monthly and invoiced quarterly in arrears.

4.5 Payment is due 30 days after the invoice date.

4.6 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.

4.7 Taxes. Amounts due under this Agreement are payable to us without deduction and are net of any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value-added tax, whether or not withheld at the source (collectively, “Sales Tax”). We will charge you and remit any applicable Sales Tax.

5. CUSTOMER DATA

5.1 Use of Customer Data. We shall not: (a) access, process, or otherwise use Customer Data other than as necessary to facilitate the use of Joyous; or (b) give Customer Data access to any third party, except subcontractors that have a need for such access to facilitate the use of Joyous and are subject to reasonable terms governing the use and security of Customer Data. Further, we shall: (c) exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data; and (d) comply with all Privacy/Security Laws that are applicable to us.

5.2 Required Disclosure. Notwithstanding the provisions above, we may disclose Customer Data as required by applicable law or by proper legal or governmental authority. We shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.

5.3 Customer Warranty. 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.

5.4 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.

5.5 Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to Joyous, including without limitation by protecting its passwords and other log-in information. Customer shall notify us immediately of any known or suspected unauthorized use of Joyous or breach of its security and shall use best efforts to stop said breach.

6. CONFIDENTIALITY

6.1 Each party agrees to:(a) use the Confidential Information of the other party only for the purposes described and as permitted in this Agreement; and(b) restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement.

6.2 The foregoing provision will not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party without restriction.

6.3 Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (a) in order to comply with the order of a court, other governmental body or the rules of any relevant stock exchange, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order.

7. TERM & TERMINATION

7.1 Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue for the period set forth in the Order or, if none, for three years.

At the end of the contract Term, either party may elect to terminate or extend the contract by providing 30 days’ notice.

7.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of such breach.

7.3 Upon termination, both parties shall fulfil any outstanding obligations accrued up to the termination date.

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

7.5 All of your data and content may be deleted from our systems within three 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.

8. INTELLECTUAL PROPERTY

8.1 Joyous Warranty. We (and our licensors or suppliers, as the case may be) represent and warrant that we 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 and documentation underlying and forming part of Joyous and any improvements, enhancements, modifications or adaptations to Joyous.

8.2 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.

8.3 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 (e.g. 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.

8.4 Unless you have received our prior written permission, you 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 (b) commercialise, copy or on-sell any information or materials obtained from any part of Joyous.

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

8.6 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.

8.7 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, provided however we will provide samples to Customer and obtain Customer’s approval in writing prior to use.

8.8 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.

9. LIMITATION OF LIABILITY

9.1 Excluded Damages. Neither party will 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 breach of this Agreement, use of, or the inability to use, Joyous.

9.2 Dollar Cap. You agree that the total liability of Joyous under this Agreement will not exceed the amount paid for the use of Joyous in the current or most recent contract period. The limits of liability in the preceding sentence are cumulative and not per incident.

10. SERVICE LEVELS

10.1 Response Times

  • Critical Issues (System Down): Response within 1 hour during business hours.
  • High Priority (Major Functionality Impacted): Response within 4 hours during business hours.
  • Medium Priority (Minor Functionality Impacted): Response within 2 business days.
  • Low Priority (General Inquiries): Response within 3 business days.

10.2 Resolution Times

  • Critical Issues: Resolution or workaround within 8 hours.
  • High Priority: Resolution or timeframe to resolution within 2 weeks.
  • Medium Priority: Resolution or timeframe to resolution within 1 month.
  • Low Priority: No guaranteed resolution.

10.3 Uptime Guarantee. 99.9% platform uptime, excluding:

  • Scheduled maintenance.
  • Defects, errors, failures or outages in your systems or network services.
  • Events of Force Majeure.

11. GENERAL PROVISIONS

11.1 Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.

11.2 Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by epidemics, acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.

11.3 Choice of Law & Jurisdiction. This Agreement is governed by the laws of New Zealand, and we submit to the exclusive jurisdiction of the New Zealand courts for any matter or dispute arising in relation to this Agreement.

11.4 Entire Agreement. If an accepted proposal or contract refers to this Agreement, then these terms combined with the accepted proposal or contract constitute our entire agreement. Otherwise, this Agreement alone constitutes 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 the use of Joyous.

11.5 Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. If a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfil its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

11.6 No Waiver. If either party does not exercise or enforce any right available to us under this Agreement, it does not constitute a waiver of those rights.

11.7 Headings. The headings used throughout this Agreement are provided for your convenience and do not affect the meaning of this Agreement.

12. CONTACT US

12.1 If you have any questions about this Service Agreement, the practices of Joyous, or if you would like to give us feedback or notice, you can contact us via email at hello@joyoushq.com

DEFINITIONS

The following capitalized terms will have the following meanings whenever used in this Agreement.

“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).

“Customer’s Clients” means any of Customer’s clients or customers or other third parties Customer gives access to Joyous, including without limitation such companies’ agents and employees.

“Customer Data” means all information processed or stored through Joyous by Customer or on Customer’s behalf.

“Order” means an order for access to Joyous.

“Privacy/Security Law” means privacy and security laws governing the handling of Customer Data.

“User” means any company or individual who uses Joyous on Customer’s behalf or through Customer’s account or passwords, whether authorized or not, including without limitation Customer’s Clients and their employees and agents.

1. JOYOUS

1.1 "Joyous" refers to a software solution and associated services provided by Us to You.

1.2 Joyous can be used to collect all sorts of different information from employees relating to their work and other circumstances (together, “Employee Feedback”).

1.3 By accessing Joyous, the person or organization entering into this Agreement as a user of Joyous, together with all individual users accessing Joyous as part of that same organization (together, “You” or “Customer”) accept and agree to be bound by the terms of this Agreement.

1.4 If a proposal or an Order with Joyous refers to this Agreement, then in the case of conflict, the terms in the referring document (the proposal or Order) take precedence.

2. AMENDMENTS

2.1 We can amend this Service Agreement 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 this Service Agreement as amended.

3. USE OF JOYOUS

3.1 You agree to use Joyous pursuant to the terms of any current Order and in a way that complies with all applicable laws and regulations, and does not infringe our rights or other users’ rights.

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 Customer’s Clients. Customer may authorize Customer’s Clients to access and use Joyous in such numbers and according to such restrictions as are set forth in the applicable Order. Customer shall make no representations or warranties regarding Joyous or any other matter, to Customer’s Clients or Users or any other third party, from or on behalf of us, and Customer shall not create or purport to create any obligations or liabilities for us. Customer will be liable to us for Customer’s Clients’ acts and omissions related to Joyous (without limiting any liability of such Customer’s Clients to us).

3.4 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.

3.5 Indemnity from Customer. 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, including without limitation, claims by Customer’s Clients or other Users.

3.6 Indemnity from Joyous. Joyous will indemnify, defend, and hold harmless Customer, its affiliates, directors, officers, employees, and agents, against any action brought against Customer based on a claim that any software, documentation or processes provided by Joyous infringes any patent or copyright or misappropriates any trade secret. Joyous will pay costs, including Customer’s attorney fees incurred to defend such claim, and all damages finally awarded against Customer in any such action, or those costs and damages agreed to in a monetary settlement of an Action. Notwithstanding the foregoing, Joyous will have no obligation with respect to any Third-Party Technology or Customer Property or an infringement or misappropriation claim if the software is being misused, used in violation of these terms or any regulations, used in nonconformance with the documentation, or has been modified by Customer or any third party under the control of Customer.

3.7 Without limiting any other rights and remedies available to us, if we believe you have breached or are in breach of this Agreement, 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 this Agreement; 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.

3.8 Joyous Revisions. From time to time, we may issue an update to Joyous which may add, modify and/or remove features.

4. FEES FOR USING JOYOUS

4.1 Fees. Customer agrees to pay us the fees set forth in each Order.

4.2 Annual subscription fees are invoiced in advance at the start of each twelve-month period and are non-refundable.

4.3 Implementation fees are invoiced in advance upon commencement of the Agreement and are non-refundable.

4.4 Fees for additional charges under consumption-based plans, additional campaigns or other fees are calculated monthly and invoiced quarterly in arrears.

4.5 Payment is due 30 days after the invoice date.

4.6 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.

4.7 Taxes. Amounts due under this Agreement are payable to us without deduction and are net of any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value-added tax, whether or not withheld at the source (collectively, “Sales Tax”). We will charge you and remit any applicable Sales Tax.

5. CUSTOMER DATA

5.1 Use of Customer Data. We shall not: (a) access, process, or otherwise use Customer Data other than as necessary to facilitate the use of Joyous; or (b) give Customer Data access to any third party, except subcontractors that have a need for such access to facilitate the use of Joyous and are subject to reasonable terms governing the use and security of Customer Data. Further, we shall: (c) exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data; and (d) comply with all Privacy/Security Laws that are applicable to us.

5.2 Required Disclosure. Notwithstanding the provisions above, we may disclose Customer Data as required by applicable law or by proper legal or governmental authority. We shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.

5.3 Customer Warranty. 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.

5.4 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.

5.5 Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to Joyous, including without limitation by protecting its passwords and other log-in information. Customer shall notify us immediately of any known or suspected unauthorized use of Joyous or breach of its security and shall use best efforts to stop said breach.

6. CONFIDENTIALITY

6.1 Each party agrees to:(a) use the Confidential Information of the other party only for the purposes described and as permitted in this Agreement; and(b) restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement.

6.2 The foregoing provision will not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party without restriction.

6.3 Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (a) in order to comply with the order of a court, other governmental body or the rules of any relevant stock exchange, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order.

7. TERM & TERMINATION

7.1 Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue for the period set forth in the Order or, if none, for three years.

At the end of the contract Term, either party may elect to terminate or extend the contract by providing 30 days’ notice.

7.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of such breach.

7.3 Upon termination, both parties shall fulfil any outstanding obligations accrued up to the termination date.

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

7.5 All of your data and content may be deleted from our systems within three 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.

8. INTELLECTUAL PROPERTY

8.1 Joyous Warranty. We (and our licensors or suppliers, as the case may be) represent and warrant that we 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 and documentation underlying and forming part of Joyous and any improvements, enhancements, modifications or adaptations to Joyous.

8.2 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.

8.3 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 (e.g. 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.

8.4 Unless you have received our prior written permission, you 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 (b) commercialise, copy or on-sell any information or materials obtained from any part of Joyous.

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

8.6 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.

8.7 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, provided however we will provide samples to Customer and obtain Customer’s approval in writing prior to use.

8.8 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.

9. LIMITATION OF LIABILITY

9.1 Excluded Damages. Neither party will 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 breach of this Agreement, use of, or the inability to use, Joyous.

9.2 Dollar Cap. You agree that the total liability of Joyous under this Agreement will not exceed the amount paid for the use of Joyous in the current or most recent contract period. The limits of liability in the preceding sentence are cumulative and not per incident.

10. SERVICE LEVELS

10.1 Response Times

  • Critical Issues (System Down): Response within 1 hour during business hours.
  • High Priority (Major Functionality Impacted): Response within 4 hours during business hours.
  • Medium Priority (Minor Functionality Impacted): Response within 2 business days.
  • Low Priority (General Inquiries): Response within 3 business days.

10.2 Resolution Times

  • Critical Issues: Resolution or workaround within 8 hours.
  • High Priority: Resolution or timeframe to resolution within 2 weeks.
  • Medium Priority: Resolution or timeframe to resolution within 1 month.
  • Low Priority: No guaranteed resolution.

10.3 Uptime Guarantee. 99.9% platform uptime, excluding:

  • Scheduled maintenance.
  • Defects, errors, failures or outages in your systems or network services.
  • Events of Force Majeure.

11. GENERAL PROVISIONS

11.1 Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.

11.2 Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by epidemics, acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.

11.3 Choice of Law & Jurisdiction. This Agreement is governed by the laws of New Zealand, and we submit to the exclusive jurisdiction of the New Zealand courts for any matter or dispute arising in relation to this Agreement.

11.4 Entire Agreement. If an accepted proposal or contract refers to this Agreement, then these terms combined with the accepted proposal or contract constitute our entire agreement. Otherwise, this Agreement alone constitutes 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 the use of Joyous.

11.5 Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. If a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfil its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

11.6 No Waiver. If either party does not exercise or enforce any right available to us under this Agreement, it does not constitute a waiver of those rights.

11.7 Headings. The headings used throughout this Agreement are provided for your convenience and do not affect the meaning of this Agreement.

12. CONTACT US

12.1 If you have any questions about this Service Agreement, the practices of Joyous, or if you would like to give us feedback or notice, you can contact us via email at hello@joyoushq.com