Customer Subscription Terms and Conditions

These terms and conditions (Terms) govern your membership (Subscription) with Joyned, an app and online platform accessible via our website at https://www.joynedapp.com/ (Website), the Apple iOS Store and the Google Play Store (Platform).

Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website (Subscription Tier), along with access to any additional packages (Add-On Packages) available for purchase on the Website.

By clicking the tick box below, paying for your Subscription or otherwise accepting the benefit of any part of the Platform, you agree to be bound by these Terms which form a binding contractual agreement between you or the company you represent (the 'Customer' , or 'you') and Joyned Ltd (trading as Joyned), company number 12631707, at registered office Unit 1, Ground Floor, Riverside Business Centre, Shoreham-By-Sea, West Sussex, BN43 6RE, United Kingdom ('Joyned' , 'our', 'we' or 'us'). You represent and warrant that you have valid authority to enter into these Terms on behalf of any entity you may represent.

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 9.2. Please ensure you contact us if you want to cancel your Subscription.

We may change these Terms at any time by notifying you, and your continued use of the Platform following such an update will represent an agreement by you to be bound by the Terms as amended.

When we talk about the "Services" in these Terms, we are referring to our mobile applications available on the Apple iOS Sore and the Google Play Store, our website and any associated services we offer.

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

1 The Platform

1.1 Your Subscription

1. (The Subscription) The Subscription includes, to the extent described in your Subscription Tier, access for the agreed Number of Platform Users to the functionalities of the Platform, which allows you to set up community spaces for Users to communicate within (Community Space), and other functionalities as described on the Website from time to time.
   1. the functionalities of the Platform, which allows you to set up community workspaces for Users to communicate within (Community Workspace), and other functionalities as described on the Website from time to time; and
   2. content, including freely available resources and exclusive content developed by or in association with Joyned.
2. You are only entitled to set up one Community Space per Subscription. Multiple Community Groups may be created within a Community Space.
3. At the start of your Subscription, you will receive details from Joyned on how to onboard the agreed Number of Platform Users to the Platform (User Account).
4. (Add-On Packages) The Add-On Packages include the functionality or content as described on the Website in relation to a particular Add-On Package. You must have a Subscription before you can purchase an Add-On Package through the Platform.
5. (Provide Information) As part of registering for, and your continued use of, your Subscription, you may be required to provide personal information and details, such as your organisation details, email address, first and last name, a secure password, billing, postal and physical addresses, mobile phone number, profile information, payment details, verified identifications, verified certifications and authentication, and other information as determined by us from time to time. You warrant that any information you give to us in the course of completing the Subscription registration process is accurate, honest, correct and up to date.

1.2 The Platform

1. During the Subscription Period, we grant to you a non-exclusive, non-transferable licence to use the Platform for the Number of Platform Users.
2. We may from time to time in our absolute discretion release enhancements to the Platform, where enhancements means any upgraded, improved, modified or new versions of the Platform. Any enhancements to the Platform will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime. We might also change or remove functionality but if we do that, we will ensure that the Services still meets the description of it that was provided to you at the time you downloaded the Services.
3. We may change any features of the Platform at any time on notice to you.
4. Unless otherwise agreed in writing, we may not provide access, or suspend access, to any part of the Platform until you have paid the relevant instalment of Subscription Fees.

1.3 Community Space QR Code and Link

1. When you sign up with a Subscription, you will be granted access to the web admin portal for your Community Space where you can:
   1. create Community Groups; and
   2. authorise particular Users to have functionalities to create Community Groups (Authorised User).
2. Once you have created a Community Space, you and Authorised Users can invite other people to the Community Space or a Community Group by:
   1. sending an email with a link to the Community Space or Community Group (Link); and
   2. providing them with a QR code (QR Code).
3. You can also set a Community Space's access to 'public', which means that any User can search and join your Community Space without requiring an explicit invitation.
4. We are not responsible for the distribution of your Link or QR Code, and cannot guarantee its security.
5. For the avoidance of doubt, you acknowledge and agree that we are not responsible to you or any third party for who is invited or joins a Community Space or Community Group.

1.4 Hosted Services

We will store User Data you upload to the Platform using a third party hosting service selected by us (Hosting Service), subject to the following terms:

1. (hosting location) You acknowledge and agree that we may use storage servers to host the Platform through cloud-based services, and potentially other locations outside the United Kingdom.
2. (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Service will be free from errors or defects or that User Data will be accessible or available at all times.
3. (security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
4. (backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

1.5 Support

If the Platform includes services to provide you with support where necessary to resolve technical issues with the Platform (Support Services), the following terms apply unless otherwise specifically agreed in writing:

1. We will take reasonable steps to provide Support Services where necessary. You must first endeavour to resolve any issues with the Platform internally and we will not assist with issues that are beyond our reasonable control.
2. You are responsible for all internal administration and managing access, including assisting your Personnel to access and use the Platform.
3. You will not have any claim for delay to your access to the Platform due to any failure or delay in Support Services.

1.6 Third Party Platform, Terms & Conditions

1. You acknowledge and agree that third party terms & conditions (Third Party Terms) may apply to your use of the Platform.
2. You agree to any Third Party Terms applicable to any third party goods and services that are used in providing the Platform, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
3. Without limiting clause 1.6(b), we will take reasonable steps to notify you of Third Party Terms.
4. You acknowledge and agree that issues can arise with transferring data to Platforms and between Platforms, and when integrating Platforms with other Platforms. We cannot guarantee the integration processes to other Platforms will be free from errors, defects or delay. You agree that we will not be liable for the functionality of any third party goods or services, including any Platform.

2 Subscription Fees and Payment

1. (Free Trial) We may offer a free trial to any of our Subscription Tiers (Free Trial) as set out on the Website or as otherwise agreed in writing.
2. (Subscription Fee) You must pay fees to us in the amounts and at the times specified in the pricing section of the Website for your Subscription Tier for each subscription period, or as otherwise agreed in writing (respectively the " Subscription Fee" and the "Subscription Period").
3. All Subscription Fees must be paid in advance and are non-refundable for change of mind.
4. Unless otherwise agreed in writing, the Subscription Fees are due and payable on an annual or monthly basis for the duration of the Subscription Period, with the first payment being due on the first day of the Subscription Period.
5. (Automatic Recurring Billing) Your Subscription will continue to renew on the Subscription Period indefinitely, unless you notify us 14 prior to days to the commencement of the next Subscription Period. Otherwise, we will continue to debit the Subscription Fees from your account on the first day of the Subscription Period. We will not pay any charge back amount if you fail to cancel your Subscription in accordance with this clause. By choosing a recurring payment plan, you acknowledge that your Subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to your cancellation of your Subscription. We may submit periodic charges for the Subscription Fees without further authorization from you, until you provide prior written notice (receipt of which is confirmed by us) that you have terminated this authorisation or wish to change your payment method. Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorization or change your payment method, please contact us via our Website.
6. Unless otherwise indicated, the Fees do not include VAT. In relation to any VAT payable for a taxable supply by us, you must pay the VAT subject to us providing a tax invoice.
7. We reserve the right, from time to time, to change the Subscription Fees. We will notify you in advance if we do this.
8. (Online payment partner) We may use third-party payment providers (Payment Providers) to collect the Subscription Fees. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.
9. (Manual Invoicing) If you elect to make payment by way of invoicing, if Joyned issues an invoice to you, payment must be made in accordance with the payment due date set out in the invoice. If there is no payment due date set out in the invoice, you must make payment within 21 days of the date of invoice.
10. (Failure to Pay) If the Subscription Fees for a Subscription are not paid when due, we may revoke your Subscription and Community Spaces, and require payment for you to continue accessing the Platform.

3 General Platform Obligations

1. You must, and must ensure that all Users, comply with these Terms at all times. You must also ensure that all Users comply with the User Terms of Use.
2. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel's, or any User's, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
3. You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
   1. make copies of the Platform;
   2. adapt, modify or tamper in any way with the Platform;
   3. remove or alter any copyright, trade mark or other notice on or forming part of the Platform;
   4. create derivative works from or translate the Platform;
   5. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform to any third party;
   6. act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;
   7. use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
   8. decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;
   9. attempt to circumvent any technological protection mechanism or other security feature of the Platform; or
   10. permit any use of the Platform in addition to the Number of Platform Users or share a User Account with any other person. You must immediately notify us of any unauthorised use of your account, password or email, or any other breach or potential breach of the Platform's security.
4. If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.
5. We may cancel your account at any time if we consider, in our absolute discretion, that you or a User are in breach or are likely to breach this clause 3.

4 Platform Material

1. Your Subscription and any Add-On Packages may allow you to access certain materials from time to time (Platform Material).
2. The Platform Material is subject to change at any time without notice to you. We do not guarantee that any specific material will be available on the Platform and reserve the right to remove any existing Platform Material at any time.
3. We expressly reserve all rights in any Intellectual Property Rights owned or licensed by us in the Platform Material in accordance with clause 5.1. You are granted a limited licence to use the Platform Material in accordance with clause 5.1.
4. We do not guarantee that the Platform Material is up-to-date, accurate, complete or otherwise suitable for use.
5. You acknowledge and agree that some of the Platform Material is licensed from third parties, and we do not have control over the material being up-to-date, accurate, complete or otherwise suitable for use.
6. We are not responsible or liable for any losses, claims, expenses, damages and liabilities which arise in connection with your use of the Platform, including your reliance on any Platform Material.

5 Intellectual Property and Data

5.1 Platform Content Intellectual Property

1. (Our ownership) We retain ownership of all materials provided to you throughout the course of your Subscription (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Platform Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us not expressly granted to you.
2. (Licence to you) You are granted a licence to the Platform Content, for the Number of Platform Uses, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, commercialise, modify or publish those materials or any Platform Content without prior written consent from us or as otherwise permitted by law.

5.2 Customer Data

1. Users may submit content or information to the Platform, such as messages or files (Customer Data), and the Customer may exclusively provide us with instructions on what to do with it.
2. We aren't responsible for the content of any Customer Data, or the way that you or any Users choose to use the Services to store Customer Data.
3. You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use Customer Data to the extent reasonably required to provide the Platform.
4. The Platform and Services are not intended for and should not be used by anyone under the age of 13, or the minimum age of digital consent in the User's country. If a User is under the age of 18, they must not use the Services unless they have obtained the consent of their parent or legal guardian, and their parent or legal guardian have agreed to the User Terms of Use on their behalf. You must ensure that all Users in your relevant Community Space:
   1. are over the digital age of consent in the User's country; and
   2. if a User is under the age of 18, their parent or legal guardian have agreed to the User Terms of Use on their behalf.
5. We will:
   1. establish, maintain, enforce and continuously improve safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of Customer Data;
   2. not make any undocumented, unreported or authorised configuration changes to our systems or to the information security controls that secure Customer Data, if those changes would materially decrease the protections afforded to Customer Data; and
   3. notify and keep you notified at all times of our current safety and security procedures and safeguards that are made from time to time.
6. You represent and warrant, and must make sure that all Users make equivalent representations and warranties:
   1. you will share Customer Data only with intended recipients;
   2. you are authorised to provide the Customer Data;
   3. the Customer Data does not contain sensitive or commercial secrets;
   4. the Customer Data is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
   5. the Customer Data does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
   6. our use of Customer Data will not infringe any third-party Intellectual Property Rights;
   7. any information given to you through the Platform by us another User is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information;
   8. the Customer Data does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system;
   9. the Customer Data does not breach or infringe any applicable laws; and
   10. you indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement or in connection with any third party claim that Customer Data infringes any third party's Intellectual Property Rights.

6 Links to Other Websites

1. The Platform may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.
2. Inclusion of any linked website on the Platform does not imply our approval or endorsement of the linked website.

7 Confidentiality and Privacy

1. Except as contemplated by these Terms, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party's prior written consent.
2. You agree to our Privacy Policy, located on our Website, which is incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs our collection, use, and disclosure of personal information.
3. Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (Security Breaches).
4. The notifying party will investigate each potential, actual or suspected Security Breach and assist the other party in connection with any related investigation.

8 Liability

8.1 Warranties and Limitations

1. (Service Limitations) The Platform is made available to you strictly on an 'as is' basis. Without limitation, you acknowledge and agree that we cannot guarantee that:
   1. the Platform will be free from errors or defects;
   2. the Platform will be accessible at all times;
   3. messages sent through the Platform will be delivered promptly, or delivered at all;
   4. information you receive or supply through the Platform will be secure or confidential; or
   5. any information provided through the Platform is accurate or true.
2. (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Terms are excluded.
3. (Unfair contract terms) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these T&Cs or a Scope of Work including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

8.2 Limitation of Liability

1. Nothing in these Terms shall exclude or limit our liability for fraud or intentional unlawful conduct by us, or death or personal injury resulting from our negligence.
2. Subject to clause 8.2(a), Joyned shall bear no liability of any kind whatsoever for (but not limited to) any direct or indirect/consequential, foreseeable or unforeseeable, losses, costs, damages, fees, expenses, any inaccuracy or misleading information, any loss of profit, revenue, suffered by you or any third-party, relating to, in connection with, or arising from, these Terms, Joyned's services and/or the Joyned Platform.
3. In any case, subject to clause 8.2(a) and to the extent permitted under applicable law, Joyned's total aggregate liability arising from or in connection with these Terms or the Joyned Platform (whether the liability arises because of breach of contract, tort or for any other reason) shall be limited to the total Subscription Fees paid by you in the 6 months preceding the event giving rise to the liability.

8.3 Indemnity

You agree to indemnify Joyned and its employees, contractors and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with:

1. any negligent acts, omissions or wilful misconduct by you, your Personnel or User;
2. your access or use of the Joyned Platform; and/or
3. any breach of these Terms by you.

9 Upgrades, Downgrades and Cancellation of Your Subscription

9.1 Upgrade and Downgrades

1. You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time. If you do, we will:
   1. take reasonable steps to promptly provide you with access to the new Subscription Tier; and
   2. upon providing such access, charge you the new Subscription Fees at a pro-rate amount for the remainder of the then current billing cycle. For the avoidance of doubt, this is calculated on the number of days or months remaining in the then current billing cycle (as relevant) new, relevant Subscription Fees in between billing cycles
2. For the avoidance of doubt, if you choose to downgrade your Subscription, the new Subscription Fees will kick in at the start of the next billing cycle, unless we notify you otherwise. We generally don't pro-rate downgrades in between billing cycles, however we reserve the right to do so from time to time.
3. These Terms will be taken to be amended in accordance with any changes agreed in accordance with clause 9.1(a).
4. If you choose to downgrade your Subscription, you acknowledge and agree that we are not liable for, and you release us for all claims arising in connection with, any loss of content, features, or capacity, including any Client Data in relation to a downgrade in your Subscription.

9.2 Cancellations

1. You may cancel your Subscription by notice to us. Your Subscription will end in the then current billing cycle, and you will be charged for that billing cycle.
2. Your licence to the Platform under these Terms will last for the remainder of the then current billing cycle to ensure you have an opportunity to retrieve all data you may need from the Platform. Once the then current billing cycles ends, we will have no responsibility to store or otherwise retain any data, and you release us in respect of any loss or damage which may arise out of us not retaining any data beyond that point.
3. Access to the Community Space and any applicable Community Groups will be revoked for you and all Users of that Community Space at the end of the relevant billing cycle in which you cancel your Subscription by notice to us. Following this, the Community Space and any applicable Community Groups will be permanently deleted.

10 Disputes and Termination

10.1 Dispute Resolution

1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.
2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

10.2 Termination by Us

1. We may terminate these Terms or any Subscription in whole or in part immediately by written notice to you if:
   1. at any time and for whatever reason determined by us at our absolute discretion;
   2. you, a member of your Personnel, or a User, are in breach of any term of these Terms or any part of a Subscription; or
   3. you become subject to any form of insolvency or bankruptcy administration.
2. Upon termination of these Terms by us, the Subscription Fees already paid will be non-refundable, and you must promptly pay:
   1. the remainder of the Subscription Fees applicable for the Subscription Period as if the agreement had not been terminated;
   2. our expenses to date; and
   3. any payments required by our suppliers to discontinue their work.

10.3 Termination by Customer

You may terminate these Terms if:

1. we have committed a material breach of these Terms or a Subscription and have failed to remedy the breach within 30 days' written notice by you; or
2. we become subject to any form of insolvency or bankruptcy administration.

If you validly terminate in accordance with this clause, no further fees will be payable by you (unless later found that such termination was invalid).

10.4 Effect of Termination

In the event of termination of a Subscription by either party:

1. access to the Community Space and any applicable Community Group will be revoked immediately for you and all Users; and
2. the Community Space and any applicable Community Groups will be permanently deleted.

11 Data Protection and Third Party Data

11.1 Data Protection

1. Words and phrases in this clause shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (" GDPR") as amended, and the Data Protection Act 2018 as amended that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (" Data Protection Legislation") and the terms "controller", "processor", "process" and "personal data" shall have the meanings given to those terms in such Data Protection Legislation.
2. During and after the delivery of the Services, the Customer agrees that Joyned will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:
   1. Joyned providing the Platform and Services;
   2. Joyend and/or its Personnel and third party partners may use the contact details the Customer and the Customer's representatives to send marketing materials or other publications;
   3. Joyned may process personal data concerning its other customers and contacts in other ways for its own business purposes;
   4. Joyned may process and transfer personal data as necessary to effect a re-organisation of its business; and
   5. Joyned may share personal data with other legal or professional advisers or consultants used by it to provide the Customer with legal or professional advice.
3. During and after the delivery of Services, there may be limited occasions where Joyned may process on the Customer's behalf as a processor any personal data the Customer may have provided to Joyned. Joyned will advise the Customer in writing where Joyned believes Joyned may act as a processor and any such processing shall be in accordance with, and subject to, the Customer's instructions.
4. Before performing the processing, Joyned shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. Joyned will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by the Customer to Joyned against unauthorised or unlawful processing, accidental loss, destruction or damage, including when Joyned subcontract any processing (for example, in the case of external storage of data).
5. The Customer's instructions are taken to include the use by Joyned, where appropriate, of independent contractors and third party partners appointed by it for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing.
6. By accepting these Terms, the Customer gives positive consent for Joyned to obtain, store and process information about the Customer as described in the preceding clauses. The Customer agrees that where necessary the Customer will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing Joyned with personal data. It is also a term of these Terms that any personal data supplied by Joyned to the Customer about employees/independent contractors of Joyned and/or any third parties may only be used for the express purposes for which that information is provided to the Customer under these Terms.
7. Each party shall comply with the terms of the Data Protection Legislation.

11.2 Third Party Data

1. The Customer warrants, in relation to the personal information and all other data that it provides to Joyned in connection with these Terms (" Third Party Data"), that:
   1. the Customer has all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data;
   2. the Customer is not breaching any Law by providing Joyned with the Third Party Data;
   3. Joyned will not breach any Law by performing the Services in relation to any Third Party Data;
   4. there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, the Customer has notified Joyned of this, and Joyned has agreed to perform the Services in respect of that data (being under no obligation to do so); and
   5. Joyned will not breach any Third Party Terms by performing the Services in relation to any Third Party Data.
2. The Customer agrees at all times to indemnify and hold harmless Joyned and its officers, employees and agents from and against any loss (including reasonable legal fees and costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed as a result of or arising out of a breach of a warranty in clause 11.2(a).

12 Notice Regarding Apple

If you are accessing the Platform from the Apple, Inc. (Apple) iOS Store, you acknowledge and agree:

1. these Terms are between you and Joyned and not with Apple. Apple is not responsible for the Platform or any content available on the Platform;
2. Apple has no obligation whatsoever to furnish any maintenance and support services for the Platform;
3. in the event of any failure of Joyned to conform to any applicable warranty, you may notify Apple, and Apple will refund the price for the Platform. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Platform, and any other claims, losses, liabilities, damages, costs of expenses attributable to any failure to conform to any warranty will be Joyned's responsibility;
4. Apple is not responsible for addressing any claims by you or any third party relating to the Platform, including, but not limited to:
   1. product liability claims;
   2. any claim that the Platform fails to conform to any applicable legal or regulatory requirement; and
   3. claims arising under consumer protection, privacy, or similar legislation;
5. in the event of any third party claim that the Platform or your use of the Platform infringes any third party's intellectual property rights, Apple will not be responsible for the investigation, defence, settlement and discharge of any such claim;
6. that you represent and warrant that:
   1. you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting'" country; and
   2. you are not listed on any U.S. Government list of prohibited or restricted parties;
7. you must comply with applicable third party terms of agreement when using the Platform; and

Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary.

13 Operation of the App Dependant on Third Parties

You acknowledge that the Platform are dependent on software and hardware developed by third party providers such as Apple and Google. If following an update by such third party provider, the Platform can no longer function as they did prior to the update, we will not (to the maximum extent permitted by law) be liable to you for any loss or damage you might suffer as a result.

14 Notices

1. A notice or other communication to a party under this agreement must be:
   1. in writing and in English; and
   2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:
   1. 24 hours after the email was sent; or
   2. when replied to by the other party,
      whichever is earlier.

15 Force Majeure

1. We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
2. If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:
   1. reasonable details of the Force Majeure Event; and
   2. so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.
3. Subject to compliance with clause 15(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
4. For the purposes of this agreement, a 'Force Majeure Event' means any:
   1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
   2. strikes or other industrial action outside of the control of us; or
   3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
   4. any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

16 Third Party Rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

17 General

17.1 Governing Law and Jurisdiction

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

17.2 Waiver

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

17.3 Severance

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

17.4 Joint and Several Liability

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

17.5 Assignment

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

17.6 Entire Agreement

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

17.7 Interpretation

1. (singular and plural) words in the singular includes the plural (and vice versa);
2. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
3. (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
4. (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
5. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
6. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
7. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
8. (includes) the word "includes" and similar words in any form is not a word of limitation; and
9. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

Data Processing Schedule

This Data Processing Schedule (" Schedule") is incorporated into the Terms and Conditions (" Terms") entered into between Joyned and the Customer and is effective as of the date the Customer agrees to these Terms.

The Terms require Joyned to process Personal Data (1) on the instruction of the Customer; and (2) as an independent Controller.

Definitions

For the purposes of this Schedule, the following terms: "Controller", "Data Subject", "Data Subject", "Personal Data", "Personal Data Breach", "processing", "Processor" and "Sub-Processor" shall have the meanings given to them at Article 4 of the GDPR. The following terms shall have the meanings:

Any other capitalised terms in this Schedule shall have the meanings set out in the Terms.

Schedule 1 Data Processing

1. Scope of this Schedule

For the purposes of this Schedule and the Terms, the parties acknowledge and agree that:

1. This Schedule does not apply to any data which does not, by itself, contain any information that would allow for the identification of an individual and therefore shall not constitute Personal Data under the Applicable Privacy Laws.
2. Independent Controllers. This Schedule does not apply to the Parties' respective obligations as independent Controllers of Personal Data. Joyned and the Customer operate as separate (and not joint) Controllers in respect to the Personal Data either Party may independently process in connection with the Services or otherwise. Accordingly:
   1. Joyned shall be deemed a separate Controller for any Personal Data (i) it collects to provide the Services, including regarding the Customer and its staff or users; and (ii) it collects from its Users through Joyned's operation of the Platform.
   2. The Customer shall be deemed a separate Controller for Personal Data related to any Users provided to it by Joyned as part of the Services under the Terms.
   3. The parties hereby undertake to respect applicable laws which apply to them as separate Controllers and to be liable separately for their own controllership obligations and responsibilities when acting as separate Controllers.

2. Roles of the Parties

The parties agree that this Schedule shall only apply to processing activities whereby:

1. The Customer acts as Controller and Joyned acts as Processor in respect of Protected Data that is processed by Joyned as part of its Services. For the avoidance of doubt, the Schedule shall only apply to data processing performed by Joyned as part of the Services subscribed to by the Customer in the Terms.
2. Nothing in this Schedule relieves either party of any of their respective responsibilities or liabilities under the Applicable Privacy Laws.

3. Customer's Compliance with Applicable Privacy Laws

When acting as Controller, the Customer shall at all times comply with all Applicable Privacy Laws. The Customer shall ensure all instructions given by it to Joyned in respect of Protected Data (including the terms of this Schedule) shall at all times be in accordance with Applicable Privacy Laws. The Customer shall be solely responsible for ensuring that it has obtained all applicable consents and has provided all advance notice and information of the processing contemplated hereunder to any Data Subjects, as required of it under Applicable Privacy Laws.

4. Joyned's Compliance with Applicable Privacy Laws

Joyned shall process Protected Data in compliance with the obligations placed on it under Applicable Privacy Laws and the terms of this Schedule.

5. Instructions

Joyned shall only process (and shall ensure that its personnel and Sub-Processors only process) the Protected Data in accordance with the Customer's instructions set out at Part A of this Schedule and the terms of this Schedule, except to the extent: (a) that alternative processing instructions are agreed between the parties in writing; or (b) otherwise required by Applicable Privacy Laws (in which case, Joyned shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest). If Joyned believes that any instruction received by it from the Customer is likely to infringe the Applicable Privacy Laws, it shall be entitled to cease to provide the relevant lead facilitation services under the Terms, without liability, until the parties have agreed appropriate amended instructions which are not infringing.

6. Security

To protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access, Joyned shall implement and maintain the technical and organisational measures in accordance with Joyned's security commitment set out in Part B of this Schedule.

7. Sub-Processing

1. Joyned's current list of Sub-Processors is set forth in Part C, which Joyned may update in its discretion from time to time. The Customer may request an up-to-date list of Sub-Processors at any time acting reasonably. The Customer may reasonably object to Joyned's replacement of a Sub-Processor or use of a new Sub-Processor by notifying Joyned promptly in writing, and in any case, within ten (10) Business Days after provision by Joyned of its updated list. The Customer shall provide reasonable grounds for its objection, which must relate to compliance with Applicable Privacy Laws. In the event the Customer fails to object in the foregoing timeframe, such Sub-Processor(s) shall be deemed to be accepted by the Customer and added to Part C.
2. In the event the Customer reasonably objects to the replacement or use of new Sub-Processor(s), as permitted in Section 7(a), Joyned will use commercially reasonable efforts to make available to the Customer a change in the Services or recommend a commercially reasonable change to Customer's configuration or use of the Services to avoid processing of Protected Data by the objected-to replacement or new Sub-Processor(s). If Joyned does not or is unable to make available such change within a reasonable time frame, the Customer may terminate the applicable part of the Services which cannot be provided by Joyned without the use of the objected-to replacement or new Sub-Processor(s), upon providing thirty (30) Business Days written notice to Joyned. Termination of affected Service by the Customer shall be deemed a termination for convenience by the Customer and shall not impact the Customer's payment obligations under the Terms.
3. Prior to the relevant Sub-Processor(s) carrying out any processing activities in respect of the Protected Data, Joyned shall ensure that each such Sub-Processor(s) is bound by a written contract containing materially the same obligations as under this Schedule that is enforceable by Joyned. Joyned shall: (i) remain fully liable to the Customer under this Schedule for all the acts and omissions of each Sub-Processor as if they were its own (but not to a greater extent than that); and (ii) ensure that all persons authorised by Joyned (including Joyned's personnel) or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.

8. Data Subjects Rights

1. Joyned shall (at the Customer's cost) assist the Customer in ensuring compliance with the Customer's obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under the Applicable Privacy Laws) taking into account the nature of the processing and the information available to Joyned. Taking into account the nature of the processing, Joyned shall (at the Customer's cost) assist the Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer's obligations to respond to requests for exercising the Data Subjects' rights under Chapter III of the GDPR (and any similar obligations under Applicable Privacy Laws) in respect of any Protected Data, as this relates to Protected Data.
2. Joyned shall promptly notify the Customer if it receives a request from a Data Subject under any Data Protection Law in respect of the Customer's Personal Data; and ensure that it does not respond to that request except on the documented instructions of the Customer or as required by applicable laws to which Joyned is subject, in which case Joyned shall to the extent permitted by applicable laws inform the Customer of that legal requirement before responding to the request.

9. International Transfers

Joyned shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data under Applicable Privacy Laws in or to countries outside of the European Economic Area (EEA) including the UK from 1st of July 2021) (unless the Customer or Data Subject is based outside of the EEA without the prior written authorisation of the Customer, unless Joyned has implemented one of the safeguards set out in Chapter V (Articles 44-50) of the GDPR (including use of the Standard Contractual Clauses listed in the Annex) prior to such processing/transfer taking place. If the transfer is required by law, Joyned will inform the Customer of the legal requirement before such transfer. Due to the applicable processing activities between them, and where required under Applicable Privacy Laws, the parties will enter into and duly execute the relevant Standard Contractual Clauses (namely, the Processor-Controller or Controller-Controller Standard Contractual Clauses: refers to modules 1 and 4 in the Annex).

10. Audits and Processing

Joyned shall, in accordance with Applicable Privacy Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate Joyned's compliance with the obligations placed on it under this Schedule and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Applicable Privacy Laws equivalent to that Article 28) for any Protected Data, and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12-month period, and provided that such audit is conducted on reasonable notice, during normal business hours in the United Kingdom, and results in minimal disruption to Joyned's business, except where the audit relates to or follows a Personal Data Breach).

11. Personal Data Breach

Joyned shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data and provide all information that Joyned considers the Customer would reasonably require in order to handle such Personal Data Breach. Joyned shall cooperate with the Customer and take reasonable commercial steps as are directed by the Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

12. Deletion/Return

1. Upon termination of provision of the Services under the Terms, at the Customer's cost and the Customer's option, Joyned shall either return the Protected Data that has been provided by the Customer only to the Customer or securely dispose of such Protected Data that was provided by the Customer (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Joyned to store such Protected Data. Joyned shall not be required to retain any Protected Data for longer than thirty (30) Business Days following termination of expiry of the Terms. In the absence of the Customer requesting return of its Protected Data within this timeframe, Joyned shall be entitled to delete such Protected Data as it sees fit.
2. Notwithstanding the foregoing Section 12(a), Joyned shall not be obligated to delete any data which has since become integrated to the Services or Joyned's own database during or after the term of the Terms, such data either not being Personal Data to the extent that it has been anonymised and aggregated so no Data Subject is personally identifiable and such data cannot be attributed to the Customer or any Data Subject), or Joyned becoming Controller of such data (it being Personal Data and not Protected Data), and thus being responsible for its own compliance with Applicable Privacy Laws in respect of such datasets, in accordance with Section 1(3) above and Joyned's own Controller obligations.

13. Liability

Each party shall only be liable for their own breach of the Applicable Privacy Laws or of this Schedule and shall not be jointly and/or severally liable for the other party's breach. Accordingly, each Party agrees to hold harmless and to indemnify the other for any losses incurred due to the breach of the Applicable Privacy Laws arising out of or in connection with a party's processing activity of Personal Data as contemplated in Section 13. In all cases, Joyned's liability to the Customer for any breach of this Schedule or the Applicable Privacy Laws shall be subject to the cap on liability contained in the Terms.

14. General Terms

1. Confidentiality. The confidentiality provisions in the Terms shall apply to all information and data contemplated under this Schedule.
2. Notices. All notices and communications given under this Schedule must be in writing and will be delivered personally, sent by post or by email to the address or email as set out in the Terms
3. Governing Law and Jurisdiction. This Schedule is governed by the laws of England and Wales. Any dispute arising in connection with this Schedule, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of England and Wales.

Part A Processing Activities

Processing of the Protected Data by Joyned under this Schedule and the Terms, shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Part A.

Part B Minimum technical and organisational security measures

In accordance with Applicable Privacy Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with the Terms, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, Joyned shall implement appropriate technical and organisational security measures appropriate to the risk, including, as appropriate, those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR, to Protected Data.

Part C Joyned's appointed Sub-Processors