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JOON Terms and Conditions of Service

Welcome to JOON. The JOON website (the "Site") provides information about JOON and JOON’s wellness reimbursement service (the “Service”). For JOON registered users, the Site provides a platform and tools for using the Service and is considered a part of the Service. The Site and the software used to provide the Service may all also be collectively referred to as the Service.

1. Acceptance of Terms and Conditions of Service.

JOON ENTERPRISES, PBC. (d/b/a "JOON") provides the Site and the Service, and any functionality and services offered on or through the Site and the Service, to you subject to these Terms and Conditions of Service (these “TOS”). Your use of the Service is also subject to JOON’s Privacy Policy which explains how JOON collects, uses and protects data from visitors to the Site and users of the Service.

BY ACCESSING THE SITE OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ THESE TOS AND JOON’S PRIVACY POLICY AND AGREE TO BE BOUND BY THEIR TERMS. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU MAY NOT ACCESS OR USE ANY SERVICES.

THESE TOS MAY BE CHANGED, MODIFIED, SUPPLEMENTED OR UPDATED BY JOON FROM TIME TO TIME WITHOUT ADVANCE NOTICE BY POSTING HERE AND YOU WILL BE BOUND BY ANY SUCH CHANGED, MODIFIED, SUPPLEMENTED OR UPDATED TOS IF YOU CONTINUE TO USE THE SITE AFTER SUCH CHANGES ARE POSTED; PROVIDED, HOWEVER, THAT JOON MAY PROVIDE NOTICE BY MEANS OF CONSPICUOUS ALERT OR NOTIFICATION DISPLAYED ON THE SITE IN THE CASE OF SUBSTANTIAL REVISIONS. UNLESS OTHERWISE INDICATED, ANY NEW CONTENT, PRODUCTS AND SERVICES ADDED TO THE SITE WILL ALSO BE SUBJECT TO THESE TOS EFFECTIVE UPON THE DATE OF ANY SUCH ADDITION. YOU ARE ENCOURAGED TO REVIEW THE SITE PERIODICALLY FOR UPDATES AND CHANGES. IF YOU ARE USING THE SITE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO ENTER INTO AND AGREE TO THIS TOS ON BEHALF OF THAT LEGAL ENTITY.

Use of certain portions of the Service are only available to JOON registered users. If you are a JOON registered user, your use of the Site and the Service is also conditioned on your acceptance of these TOS. If your organization has entered into a commercial agreement with JOON, including any agreement or addendum related to the protection of personal data (an “Employer Agreement”), then (i) the terms of the Employer Agreement govern the relationship between your organization and JOON, and these TOS governs your individual use of the Site and the Service, and (ii) if there is any conflict between these TOS and the Employer Agreement, the Employer Agreement will take precedence over these TOS.

2. Site Access and Account Security.

JOON grants you a personal, limited, non-exclusive, non-transferable, revocable license to access and use the Site and, if you are a registered user, to access and use the Service through your browser in each case accordance with this TOS and any Employer Agreement between your organization and JOON.

If you are an administrator on behalf of an organization that is a JOON customer, then you may designate authorized users of your organization’s account (hereinafter “Employer Account”), and by using the Site and the Service, you confirm that you are authorized by your organization to do so. Those authorized users will have the ability to access your Employer account and to take any actions that users are authorized to take under this TOS and any applicable Employer Agreement. If you establish or are given a user account as an employee or contractor of an organization (hereinafter “Employee Account”) that has an Employer Agreement with JOON, you represent that you are authorized by your organization to do so, and you agree to use the Site and the Service solely as authorized by your organization.

To access the certain areas of the Site and the Service, you may be asked or required to provide certain registration details or other information. It is a condition of your use of the Site and the Service that all such details and information that you provide be correct, current and complete. You expressly agree that all information you provide to register with JOON is subject to the terms of JOON’s Privacy Policy, and you consent to all actions we take with respect to your information consistent with JOON’s Privacy Policy.

If you choose or are provided with a user name, password or any other information as part of the security features of the Site or the Service, you agree to treat such information as confidential, and you agree not to disclose it to any other person or entity. Your user account, if applicable, is personal to you, and you agree not to provide any other person with access to the Site or the Service through your user account. You agree to notify JOON immediately if you become aware of any unauthorized access or use of your user name, password or other security information.

Furthermore, you are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, JOON prohibits the creation of and you agree that you will not create an account for anyone other than yourself. JOON will not be liable for any losses caused by any unauthorized use of your account.

JOON reserves the right to bar access to the Site and the Service by any unauthorized user, or any user who JOON has reason to believe is in breach of this TOS.

3. Intellectual Property Rights; Trademarks.

Except as otherwise expressly stated in these TOS, the Site and the Service, and their entire contents, features and functionality (including, but not limited to, all information, software, text, displays, images, media, and the design, selection and arrangement thereof), are owned by JOON, its licensors or other providers of such materials and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. No right, title or interest in or to the Site or any part of the Service is transferred to you, and all rights not expressly granted to you in these TOS are reserved by JOON.

Without limiting the foregoing paragraph, the name JOON, the JOON logo and all other trademarks, logos, product and service names, designs and slogans ("Marks") displayed on the Site or through the Service are trademarks of JOON or its licensors. You must not use any Marks for any purpose without prior, written permission from JOON or its applicable licensor.

4. HIPAA Non-Compliance.

You acknowledge that JOON is not a Business Associate or subcontractor (as those terms are defined in the Health Insurance Portability and Accountability Act and related amendments and regulations as updated or replaced “HIPAA”) and that the Services are not HIPAA compliant. You must not submit, collect or use any “protected health information” as defined in 45 CFR §160.103 (“PHI”), with or to the Services. You agree that JOON has no liability under these TOS or any agreement in connection therewith for PHI received from you, notwithstanding anything to the contrary herein.

5. Pricing and Terms; Invoicing and Billing

Pricing. By entering into an Employer Agreement and establishing a JOON Employer Account, you agree to the pricing, payment, and billing policies set forth (a) during the sign up process and/or (b) if applicable, in a separately executed agreement or addendum. All fees paid for the JOON Service are non-refundable and non-transferable except as expressly provided in these TOS. All fees and applicable taxes, if any, are payable in United States dollars.

Invoicing and Billing. JOON will send its Employer Account holders an invoice on a monthly basis for activity with respect to registered users which occurred in the previous month. An Employer shall have five business days to review the invoice before it is deemed effective. If JOON does not hear from the Employer by the end of the five business days, JOON will automatically initiate the ACH transfer to registered employee participants. If the Employer decides to dispute an invoice, the Employer will have 2 business days to provide evidence justifying the disputed amounts. If no evidence is sent within 2 business days the ACH transfer will be initiated to the registered employee participants.

6. Term and Termination - Employer Agreement:

The initial term of an Employer Agreement shall be one year from the date an Employer Account is established through the Site. During the initial term, an Employer may cancel the Employer Agreement on 30 days’ written notice to JOON without penalty.

After the initial term, the Employer Agreement shall automatically renew for subsequent one-year terms unless the Employer provides JOON with notice of its intent not to renew at least 60 days prior to the end of the renewal term.

Termination for Cause.

By JOON: JOON may terminate the Employer Agreement for cause immediately upon written notice in the event that: (i) Employer’s breach of the Employer Agreement remains uncured for a period of 30 days after JOON’s written notice of its intent to terminate due to such breach; (ii) Employer breaches the confidentiality obligations in Section 9 of these TOS; or (iii) Employer becomes insolvent, makes a general assignment for the benefit of creditors or commences any proceeding under any reorganization, liquidation or bankruptcy law.

By Employer: Employer may terminate the Employer Agreement for cause immediately upon written notice in the event that: (i) JOON’s breach of the Employer Agreement remains uncured for a period of 30 days after Employer’s written notice of its intent to terminate due to such breach; (ii) JOON breaches the confidentiality obligations in Section 9 of these TOS; or (iii) JOON becomes insolvent, makes a general assignment for the benefit of creditors or commences any proceeding under any reorganization, liquidation or bankruptcy law.

Termination for convenience in subsequent terms. JOON and Employer may terminate the Employer Agreement for convenience by giving at least 30 days’ prior written notice to the other party.

Effect of termination:

For convenience: In the event that Employer terminates the Employer Agreement for convenience after the initial term, Employer shall pay JOON a termination fee equal to fifty percent (50%) of the fees paid by Employer to JOON during the preceding term.

For cause. In the event that JOON terminates the Employer Agreement for cause during the initial term or any subsequent term, Employer shall pay JOON any and all fees payable under the Employer Agreement up to the date of termination.

7. Required Third Party Disclosures

Dwolla

For Employers:

In order to use the payment functionality of JOON’s application, you must open a "Dwolla Platform" account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy at https://www.dwolla.com/legal/privacy and https://www.dwolla.com/legal/tos/. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize JOON to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through JOON’s Site, and Dwolla account notifications will be sent by JOON not Dwolla. JOON will provide customer support for your Dwolla account activity, and can be reached at [email protected]

For Employees:

You expressly authorize JOON's service provider, Dwolla, Inc. to originate credit transfers to your financial institution account.

Plaid

JOON uses Plaid Technologies, Inc. (“Plaid”) to gather end user’s data from financial institutions. By using our service, you grant JOON and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy located at https://plaid.com/legal

8. Prohibited Uses.

In accessing and using the Site and the Service, you agree not to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any portion of the Site or any material on the Site, except that (i) your computer or device may temporarily store copies of such materials in memory incidental to your accessing, viewing or posting such materials, (ii) you may store files that are automatically cached by your browser for display purposes, (iii) if JOON provides you with a mobile or other application for download, you may download a single copy to your computer or device solely for your own personal use, subject to this TOS, and (iv) if JOON provides you with access to interactive features of the Site and the Service, you may take such actions as are enabled by such features

In addition, in connection with your use of the Site and the Service you agree not to:

  • Download or copy the Site or any content or account information for the benefit of another vendor or any other third party.
  • Cache or create, post or transmit any unauthorized hypertext links to the Site or frame any part of the Site or any content. ● Post, transmit or link to any third party materials or content that you do not have a right to make available (such as material that infringes any patent, trademark, trade secret, copyright or other intellectual property rights or any other person).
  • Post, transmit or link to any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
  • Use any data mining, robots, spiders or other automatic devices, processes or means to access, monitor or copy any part of the Site or any materials made available on the Site or through the Service.
  • Bypass any measures used by JOON to prevent or restrict access to the Site or the Service.
  • Post, transmit or link to any material that is deceptive, defamatory, obscene, indecent, abusive, offensive, harassing, sexually explicit, discriminatory or otherwise objectionable.
  • Violate any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding data privacy or the export of data or software to and from the U.S. or other countries).
  • Post, transmit or link to any confidential, personal data not otherwise specifically required to use any feature of the Site or the Service,
  • Exploit, harm or attempt to exploit or harm minors in any way.
  • Impersonate or attempt to impersonate JOON, a JOON employee, another user or any other person or entity, or create any impression of endorsement by JOON, or any other person without such person’s express written consent.
  • Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site or the Service, or which, as determined by JOON, may harm JOON or other users of the Site or the Service.
  • Use the Site or the Service in any manner that, in JOON’s sole determination, could disable, overburden, damage, or impair the Site or the Service or interfere with any other party's use of the Site or the Service.
  • Otherwise attempt to interfere with the proper working of the Website.

9. Confidentiality.

Each of you and JOON are referred to herein as Party for purpose of this Confidentiality provision. A Party will not disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party's prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; or (d) was or is received from a third party without breach of any obligation owed to the other Party.

10. Disclaimer of Warranties;

JOON WILL USE COMMERCIALLY REASONABLE EFFORTS CONSISTENT WITH PREVAILING INDUSTRY STANDARDS TO MAINTAIN THE SITE AND THE SERVICES IN A MANNER WHICH SEEKS TO MINIMIZE ERRORS AND INTERRUPTIONS TO THE SERVICES. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND ANY WARRANTY CONTAINED IN YOUR ORGANIZATION’S EMPLOYER AGREEMENT, IF ANY, YOUR USE OF THE SITE, ITS CONTENT, AND THE SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR THE SERVICES IS AT YOUR OWN RISK, AND THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER JOON NOR ANY PERSON ASSOCIATED WITH JOON MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE OR THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER THE JOON NOR ANYONE ASSOCIATED WITH JOON REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, THE SERVICE OR ANY ITEMS OBTAINED THROUGH THE SITE OR THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

JOON HEREBY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11. Limitation of Liability

EXCEPT AS EXPRESSLY SET FORTH IN YOUR ORGANIZATION’S EMPLOYER AGREMENT, IF ANY, AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL JOON, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, THE SERVICE, OR ANY CONTENT MADE AVAILABLE ON THE SITE OR THROUGH THE SERVICE, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, REGARDLESS OF THE CAUSE OF ACTION (INCLUDING TORT AND BREACH OF CONTRACT OR OTHERWISE), EVEN IF FORESEEABLE, AND WHETHER OR NOT JOON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

JOON’S LIABILITY FOR DIRECT DAMAGES, IF ANY, SHALL IN THE AGGREGATE BE LIMITED TO FIFTY PERCENT (50%) OF THE AMOUNTS PAID BY YOU TO JOON IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO SUCH LIABILITY.

12. Indemnity.

You agree to defend, indemnify and hold harmless JOON (and its officers, directors, employees, agents, affiliates, contractors, licensors, suppliers, successors and assigns) from and against any claims, demands, liabilities, damages, judgements, awards, losses, costs (including reasonable attorneys’ fees), arising out of or relating to your breach of these TOS and the Employer Agreement, if applicable, including, but not limited to, your violation of any applicable law or the rights of a third party, or your use of the Site or the Service other than as expressly authorized by JOON.

13. Electronic Communication.

By providing JOON your email address you consent to JOON using the email address to send you notices related to the Services, including any notices required by law, in lieu of communication by postal mail. JOON may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by writing to JOON at [email protected]

Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. Furthermore, some emails are transactional in nature and cannot be opted out of. Opting out of receiving messages about updates, improvements, or offers will not prevent you from receiving messages about your account, notices regarding your account, or notices regarding the Service. If you wish to discontinue receiving these messages you should discontinue using the Service and contact JOON to deactivate your account.

The following provisions apply to communications by email:

  • You acknowledge and agree that information communicated via email to or from us may include information related to any or all Services we feel may be of interest to you;
  • You acknowledge and agree that you have been advised of and understand the risks of using email and that JOON is unable to guarantee the authenticity, privacy, or accuracy of information received or sent by email or to monitor the authorization of persons using your email address to send or receive information;
  • If you receive information from JOON via email that you believe is intended for another recipient, you agree to immediately return the information to JOON and delete the communication;
  • You agree that certain information communicated by JOON to you may be confidential in nature. You agree to maintain the confidentiality of such information and to refrain from sharing the information with any other person or entity or form using the information for any non-permitted purpose or for any purpose which is not related to your financial relationship with us:
  • In the event that you believe an unauthorized person has gained access to your email account, you agree to immediately notify JOON so that JOON can cease communication of information to you via email until you and JOON take measures to protect your financial information;
  • Having acknowledged the risks associated with communicating financial information via email, you (i) agree that JOON has no obligation to monitor or investigate the use of your email account, or the source of any email communication received from you bearing your email address, (ii) release JOON from any claim or liability arising from or in connection with any communications sent or received using email, and (iii) agree to indemnify JOON from all claims, losses, expenses, or liability arising from or connected in any way with the use of email as contemplated by these TOS;
  • To the extent that any other agreement between you and JOON requires JOON to provide you with written notice to a particular address regarding any matter, you agree that these provision regarding the use of email do not displace or modify any such requirement for a written notice, and that you agree to comply with any requirement for a written notice without reference to these provisions regarding the use of email.

14. Links.

The Site or third parties may provide links to other websites or resources. Because JOON has no control over such sites and resources, you acknowledge and agree that JOON is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that JOON shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

15. Miscellaneous.

If any provision of these TOS is deemed by a competent court to be invalid, void, or unenforceable, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the applicable provision, and any unenforceable provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provision. From time to time JOON may offer special promotional offers which may or may not apply to your JOON account. Headings are for reference purposes only and do not limit the scope or extent of such section. These TOS and the relationship between you and JOON will be governed by the laws of the state of California without regard to its conflict of law provisions. You and JOON agree to submit to the personal jurisdiction of the federal and state courts located in the County of Los Angeles, State of California with respect to any legal proceedings that may arise in connection with these TOS. Notwithstanding any other provisions of these TOS, or any general legal principles to the contrary, any provision of these TOS that imposes or contemplates continuing obligations on a party will survive the expiration or termination of these TOS. Any failure of JOON to act with respect to a breach by you or others shall not serve as a waiver of its right to act with respect to subsequent or similar breaches. Except as otherwise expressly provided in these TOS, there shall be no third-party beneficiaries to these TOS. Except for the applicable terms of any Employer Agreement between your organization and JOON, these TOS constitutes the entire agreement between you and JOON with respect to the Site and the Service, superseding any prior understandings, representations, and agreements between you and JOON with respect to the Site and the Service.

16. Copyright/Trademark Information.

Copyright ©2019 JOON ENTERPRISES, PBC. All rights reserved.

17. Contact Information:

[email protected]