Joinable Member Agreement
Last Updated: May 18, 2022
This Member Agreement (also called "terms") is a legal agreement that describes in detail our obligations to each other. It applies to your use of our services, so please read it carefully.
When we say “Joinable,” “we,” “us,” and “our” in these terms, we mean Joinable, Inc. When we say “services”, we mean our website located at https://joinable.us and our corresponding Joinable mobile, web, and desktop applications (the “app”), and any other Joinable products and services you might use.
When we say “you” and “yours”, we are referring to you, the Joinable member (sometimes called a “user”). If you’re accessing our services on behalf of a legal entity, you agree that you have the authority to bind that entity to these terms, and “you” and “your” will refer to that entity.
However, many of the groups that our services bring together aren’t legal entities—for example, a friend group, affinity group, local parent group, or family. Because such groups aren’t legal entities, we can’t enter into agreements with them. In such cases, these terms are a legal agreement between Joinable and you, an individual, and don’t include any agreement with any group as whole.
We care about our community. If you believe another user isn’t following these terms, then please let us know by emailing firstname.lastname@example.org.
Important note: please read the section titled “settling disputes between you and Joinable” carefully, since it affects your legal right to bring lawsuits against Joinable. This section contains an arbitration clause and class-action waiver that applies to all u.s.-based Joinable users. By agreeing to these terms, you agree (with a few exceptions) to resolve disputes between you and Joinable through binding, individual arbitration, not in court.
What To Expect From Us
Advertisements. We do not show you advertisements or other third-party promotional content. Instead, we intend to earn revenue from premium services that we offer for a fee. Our basic service is free, now and always.
Changes to our services. Our services are constantly evolving, which means that we may add or remove features from the services. We try to avoid disruptions, but we don’t make any guarantees concerning the availability of the services. Outages or changes may occur and we can’t guarantee that your content will always be retrievable.
Changes to our terms. When our services change, we may update the terms from time to time to reflect that. If we do change these terms, we’ll let you know by posting the new terms online, and/or may also send other communications. Please review the terms whenever we update them or you use the services—if you continue to use the services after we have posted updated terms, then you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the services anymore.
By using the services, you confirm that you’re at least 13 years old. If you’re over 13 years old, but under the age of majority in your respective jurisdiction, your parent or guardian must read these terms and accept them on your behalf. If you’re a parent or guardian, then these terms apply to you and you’re responsible for the minor’s activity on Joinable.
We believe that communities are built on trust and accountability, so you must create a verified member account to access the Joinable services. This account must include your real name as well as at least one verified contact method, either an email address or phone number. We assume that any communication we receive through your verified contact method is coming from you.
You are responsible for the security of your account. You agree to notify us immediately if you believe your account has been compromised by emailing us at email@example.com You can’t license, sell, or transfer your account. However, you may transfer ownership of a group within Joinable from one member to another via the functionality of the services.
We don’t charge you to use our standard services. If you choose to use certain additional features or products that we offer, then we may require you to pay to use those additional features or products. Before using any additional products or features on the services, you may be required to agree to separate terms applying to those additional products or features.
“Member content” means the text, messages, files, images, music, audio, video, GIFs, emojis, or anything else that you store or share on the services. To be clear, anything that you post or otherwise make available through the services is member content. Submitting or sharing member content via the services is optional, and you do so at your own discretion. Joinable does not claim ownership rights in any member content and nothing in these terms will be deemed to restrict any rights that you may have to your member content.
License to Your Member Content. Your member content belongs to you. That means that if it’s protected by intellectual property rights like copyright, trademarks, or patents, those rights belong to you. But by choosing to make member content available through the services, you hereby grant us a perpetual license—in other words, permission—to use it to provide the services. Here is what we may do with your member content:Upload, transform, and store the member content (on our servers and on any servers that we rent or otherwise contract with from third parties).
- Display it and/or send it to other Joinable members in accordance with your privacy and sharing settings. (For example, so we can show your message to groups of which you are a member).
- Modify your member content, but only for example, for resizing images to fit different sized screens.
Please note the following about the license that you grant to Joinable. First, it is worldwide, which means that its scope isn’t limited to one place or territory. Second, it is non-exclusive--that means you’re free to license the same member content to others. Third, it’s royalty free, which means that we won’t be paying you for the member content you license to us. It’s also sub-licensable, which means that we can allow third parties, including our technicians, vendors, and service providers, to access your content while they help us to provide our services.
Responsibility for Content. You are solely responsible for all your member content. You agree that you have all the necessary rights to grant us the license to your member content under these terms. This means that you agree that your member content doesn’t infringe a third party’s intellectual property rights or any other laws or regulations. We have no responsibility for any of your member content. And while we do our best to encourage a respectful community, we’re not responsible if other users use your member content without your permission.
Removal of Member Content By You. You can remove your member content at any time by deleting it. You should know that in certain instances, some of your member content (such as posts or comments you make) may not be completely removed and copies of your member content may continue to exist on the services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your member content.
Removal of Member Content By Us. We reserve the right, at any time and at our sole discretion, to remove any member content that you upload for any reason. You can read more about the member content that we may remove by reading the section of these terms titled General Prohibitions on your use of Joinable and the separate Community Guidelines.
Joinable may make available through the services our own content that is subject to intellectual property rights. We retain all rights to that content.
Other People’s Content
Just as your member content belongs to you, other members’ member content belongs to them. You may not use anyone else’s member content without their consent, and you acknowledge and agree that others’ member content may be protected by intellectual property laws. To learn more about our copyright policies, please visit the section of these terms titled Copyright.
License to use Joinable
If you comply with these terms, then Joinable grants to you a personal, revocable, limited, non-exclusive, non-transferable license, with no right to sublicense, to download, install, and run our software, solely to access the services.
Except as expressly permitted in these terms, you may not: (i) copy, modify or create derivative works based on the services; (ii) distribute, transfer, sublicense, lease, lend or rent the services to any third party; (iii) reverse engineer, decompile or disassemble the services (unless applicable law permits, despite this limitation); or (iv) make the functionality of the services available to multiple users through any means.
Rights and Terms for Apps
App License. If you agree to follow these terms, then Joinable grants you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the app on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices. You only have permission to run the app for your own personal, i.e., non-commercial, purposes. Unless we specifically allow you to do otherwise in these terms, you may not: (i) copy, modify or create derivative works based on the app; (ii) distribute, transfer, sublicense, lease, lend or rent the app to any third party; (iii) reverse engineer, decompile or disassemble the app (unless applicable law permits, despite this limitation); or (iv) make the functionality of the app available to multiple users through any means.
Additional Info: Apple App Store. This section applies to any app that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the app. If the app doesn’t conform with any applicable warranty, you may notify Apple, and Apple will refund the app purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple won’t have any other warranty obligation whatsoever with respect to the app. Apple is not responsible for addressing any claims by you or any third party relating to the app or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that your possession and use of the app infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the 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 thereof. You represent and warrant that (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the app.
General Prohibitions on your use of Joinable
By using our services, you agree that you will always abide by the Community Guidelines when using the Joinable services. The Community Guidelines are incorporated into these terms by reference. When using our services, you agree to abide by all applicable laws and regulations. Additionally:
You agree to treat other users with respect. This means that you agree not to harass, bully, impersonate, or spam others, or encourage anyone else to do these things. Do not violate anyone else’s intellectual property rights, or their proprietary rights of any kind. Do not post any defamatory, obscene, pornographic, vulgar, or offensive member content. Do not promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group. Do not post member content that portrays, threatens, or promotes violence or actions that are threatening to any person or entity. Do not promote illegal or harmful activities or substances.
We’re only able to offer Joinable’s services if our users follow the rules. Therefore, do not to try to gain access to or attack the non-public areas of the services or our computer systems or the technical delivery systems that we use. The security or authentication measures we use are for the safety of you and other users, so please do not avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any of these technological measures. Do not use scrapers or data mining tools on the services, and do not try to probe, scan, or test the vulnerability of any Joinable system or network.
We reserve the right to remove or disable access to any content, including member content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these terms. We have the right to investigate violations of these terms or conduct that affects the services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Joinable respects copyright law, and we expect our users to do the same. It is Joinable’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Joinable’s Copyright Policy at [https://www.joinable.us/copyri...] for further information.
Third Party Websites or Resources
The services may allow you to access third-party websites, applications, or other resources. We provide access only as a convenience to you—we’re not responsible for the content, products, or services on or available from those resources or links displayed on such websites. We aren’t responsible for your use of third-party resources, and you use them solely at your own risk.
Your right to terminate. You may cancel your account at any time and for any reason by asking us to delete your account using the functionality of the services. Note that simply stopping use of Joinable doesn’t mean that this agreement has been terminated.
Our right to terminate. We may suspend or terminate your access to and use of the services, including suspending access to or terminating your account, at our sole discretion, for any reason, at any time and without notice to you, including but not limited to when:
- You breach these terms, the Community Guidelines, or any other terms that apply to our products or services.
- We believe that terminating your account is necessary to prevent harm to you, us, other users, or third parties.
- We’re required to do so to comply with a court order or to comply with law.
Important Warranty Disclaimers
Please read the following warranty disclaimers carefully, since they explain what we do and do not guarantee in relation to your use of Joinable. The services are provided “as is,” which means that we make no warranty or guarantees about the services. This means that, we explicitly disclaim any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement, and any warranties arising out of course of dealing or usage of trade. We can’t guarantee that the services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the services.
If you are using the services on behalf of a business or legal entity and not in an individual capacity, then you will indemnify and hold Joinable and its officers, directors, employees, and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the services, (b) your member content, or (c) your violation of these terms.
Limitation of Liability
PLEASE READ THE FOLLOWING SECTION CAREFULLY, SINCE IT LIMITS HOW MUCH JOINABLE AND YOU MAY BE HELD LIABLE FOR IN THE CASE OF A DISPUTE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER JOINABLE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT JOINABLE OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL JOINABLE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO JOINABLE FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO JOINABLE, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN JOINABLE AND YOU.Governing Law and Forum Choice
These terms and any disputes related to them are governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, regardless of all conflict of laws provisions. Except as otherwise expressly set forth in the section of these terms titled “Setting Disputes Between You and Joinable,” the exclusive jurisdiction for all disputes (defined below) that you and Joinable are not required to arbitrate will be the state and federal courts located in San Francisco County, California, and you and Joinable each waive any objection to jurisdiction and venue in such courts.
Settling Disputes Between You and Joinable
Informal Resolution. We value our users and believe that most disputes can be worked out informally. You agree to first contact us at firstname.lastname@example.org to try to amicably resolve any dispute before any arbitration action.
Mandatory Arbitration of Disputes. We each agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. The U.S. Federal Arbitration Act applies to the interpretation and enforcement of these terms. You and Joinable each waive the right to a trial by jury or to participate in a class action. This arbitration provision survives any termination of these terms.
Exceptions. As limited exceptions to the section Mandatory Arbitration of Disputes above:We both may seek a dispute in small claims court if it qualifies.
- We each retain the right to seek injunctive or other equitable relief from a court to prevent the violation of our intellectual property rights.
Conducting Arbitration and Arbitration Rules. The American Arbitration Association (“AAA”) will conduct any arbitration, following the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these terms. You can read the AAA Rules at www.adr.org or by calling 1-800-778-7879. If you wish to start arbitration, you must submit a written demand for arbitration to AAA and give us notice that you did, as specified in the AAA Rules. The AAA provides a form demand for arbitration at www.adr.org.Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. We both agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We won’t try to recover the administration and arbitrator fees that we must pay, unless the arbitrator decides your dispute was frivolous. If we prevail in arbitration, we’ll pay all our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Injunctive and Declaratory Relief. Except as provided above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
Class Action Waiver. YOU AND JOINABLE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this dispute resolution section shall be null and void.
Severability. Apart from any of the provisions of the section of these terms titled Class Action Waiver, if an arbitrator or court of competent jurisdiction decides that any part of these terms is invalid or unenforceable, the other parts of these terms will still apply.
Other Important Legal Matters
Reservation of Rights. Joinable and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, change, or hide any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the services.
Entire Agreement. These terms constitute the entire and exclusive understanding and agreement between Joinable and you regarding the services. These terms supersede and replace all prior oral or written understandings or agreements between Joinable and you regarding the services. If any part of these terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you can’t assign or transfer these terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these terms absent our consent or your statutory right, without such consent, will be null. Joinable may freely assign or transfer these terms without restriction. Subject to the foregoing, these terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notices. Any notices or other communications provided by Joinable under these terms will be given: (i) via email; or (ii) by posting to the services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
Waiver of Rights. Joinable’s failure to enforce any right or provision of these terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Joinable. Except as expressly set forth in these terms, the exercise by either party of any of its remedies under these terms will be without prejudice to its other remedies under these terms or otherwise.
If you have any questions about these terms or our services, please contact Joinable at email@example.com.