BY CLICKING THE “I AGREE” BUTTON/BOX, ACCESSING THE JOINTFLOWS SOFTWARE OR BY UTILISING THE JOINTFLOWS SERVICE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL EXHIBITS, ORDER FORMS, AND INCORPORATED POLICIES (THE “AGREEMENT”). THE JOINTFLOWS SERVICE IS NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS.

By creating an account, selecting a subscription plan, completing an online checkout, or otherwise accessing or using the Service, Customer enters into a legally binding agreement with Jointflows.

These Software as a Service Terms and Conditions, together with its Schedules (the “Order form”) are made and entered into on the Effective Date by and between Arianna Lion Ltd (t/a Jointflows), a company incorporated in England and Wales having its registered offices in England, United Kingdom, (“Jointflows”) and the entity signing the Order Form which references these Terms (“Customer”, “You”, “you” or “your”).

  • “Self-service Subscription” means a subscription purchased by Customer via the Jointflows website or in-product checkout, without a separately signed Order Form.

  • “Order Form” means (i) an order form, statement of work, or similar document agreed between Jointflows and Customer, or (ii) for self-service subscriptions, the subscription plan, pricing, billing frequency, and any usage limits selected by Customer via the Jointflows website or in-product checkout.

1. THE SERVICE

1.1.
The Service is a cloud-based resource orchestration platform.

1.2.
Upon your subscription to the Service, Jointflows shall make the Service available to you pursuant to this Agreement, and any applicable Order Forms during the Term, solely for your own internal business purposes.

1.3.
Access to the Service will allow Jointflows or you to add authorised end-user accounts (“Permitted Users''). Permitted Users’ access to the Service is limited and personal. You are responsible for actions taken by Permitted Users or by anyone using your accounts and passwords.

1.4.
Jointflows uses commercially reasonable efforts to maintain the highest Service availability. However, Jointflows cannot guarantee that the Service will operate in an uninterrupted or error-free manner. Jointflows performs Service maintenance and uses commercially reasonable effort to schedule system down-time to off-peak hours and to avoid service interruptions and delays.

2. YOUR OBLIGATIONS

2.1. Your Responsibilities.
You are responsible for all activity that occurs within your account and for your Permitted Users’ compliance with this Agreement. You shall:

  1. comply with Jointflows’ reasonable instructions from time to time in relation to your implementation and use of the Service, as applicable

  2. notify Jointlows promptly of any issues relating to the Service, as applicable, and promptly provide all necessary information and cooperation reasonably required by Jointflows to enable it to diagnose and remedy such issues

  3. obtain and maintain, at your expense, all of the necessary telecommunications, computer hardware, software, and internet connectivity required by you or any Permitted User to access the Service from the internet

  4. comply with all Applicable Laws where such laws relate to your use of the Services

  5. use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Jointflows

  6. be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating thereof of all Customer Data in the use of the Services

“Applicable Laws” means all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to advertising, all Applicable Data Protection Laws, international communications and the transmission of technical or personal data, and all compulsory industry self-regulations.

2.2. Your Restrictions.
You shall not:

  1. use the Service for any purpose or in any manner as otherwise contemplated by this Agreement, including but not limited to use of the Services to collect or store any data or documentation, excluding Customer Data, for commercial purposes

  2. modify, copy, display, republish or create derivative works based on the Service or Jointflows technology

  3. reverse engineer the Service or the underlying software

  4. access the Service in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Service

  5. license, sublicense, sell, resell, rent, lease, transfer, assign (except as permitted in this Agreement), distribute or otherwise commercially exploit or make the Service available to any third party, other than to Permitted Users or as otherwise contemplated by this Agreement

  6. use the Service to send or store infringing, obscene, threatening, defamatory, or otherwise unlawful material

  7. upload to the Service or use the Service to send or store viruses or other harmful or malicious code, files, scripts, agents or programs

  8. interfere with or disrupt the integrity or performance of the Service or the data contained therein

  9. allow or attempt to gain unauthorised access to, or use of the Service or its related systems or networks, and you will notify Jointflows of any such unauthorised access or use if it becomes aware of it

Jointflows reserves the right, without liability or prejudice to its other rights to you, to:

  • disable your access to any such material that breaches the provisions of this clause, including, but not limited to installing a blocking access program

  • remove any such content where, in Jointflows sole and reasonable discretion, Jointflows suspects such content breaches the provisions of this clause

  • terminate the Agreement for material breach in accordance with these terms

2.3.
When using the Service in conjunction with other third party services, you will comply with the terms of service of such third party services. Jointflows shall not be liable for any termination, breach of terms or suspension of service resulting from your use of the Service.

2.4.
You may not access or use the Service if you are a direct competitor of Jointflows, or for monitoring the Service’s availability, performance or functionality, or for any other benchmarking or competitive purposes.

2.5. AI features and outputs.
The Service may include features powered by artificial intelligence (“AI Features”). Customer acknowledges that outputs generated by AI Features may be inaccurate, incomplete or inappropriate and are provided for informational purposes only. Customer is solely responsible for reviewing and verifying all outputs before relying on them or sharing them externally. Jointflows does not provide legal, financial, compliance or professional advice and Customer must not rely on AI-generated outputs as a substitute for independent judgement or professional advice.

2.6. Fair use of AI Features.
Jointflows may apply reasonable usage limits, rate limits or other restrictions to prevent abuse or excessive consumption of AI Features. Jointflows may suspend or restrict access where necessary to protect the integrity, security or availability of the Service.

3. SUBSCRIPTION FEES

3.1.
In consideration for the right to use the Service under the terms herein, you will pay subscription fees in the amount and payment terms under the applicable Order Form. You agree that in the event Jointflows is unable to collect the Subscription Fees owed to Jointflows for the Service, Jointflows may:

  • take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by Jointflows in connection with such collection activity, including collection fees, court costs and attorneys’ fees

  • by giving 30 days’ notice, disable your password, account and access to all or part of the Service and/or suspend the provision of any support services

You will continue to be charged for the Service during any period of suspension. You further agree that Jointflows may collect interest at the lesser of 1.0% per month or the highest amount permitted by law on any amounts not paid when due. Except to the extent otherwise expressly stated in this Agreement or in an order form, all obligations to pay Subscription Fees are non-cancellable and all payments are non-refundable.

3.1.1. Self-service billing.
Where Customer purchases a subscription via the Jointflows website or in-product checkout (“Self-service Subscription”), subscription fees will be billed in advance on a recurring basis using the payment method provided at checkout. If payment fails, Jointflows may suspend access to the Service until payment is successfully processed. Access will be reinstated upon successful payment.

3.2.
Your Subscription Fees are exclusive of taxes, levies, duties or similar governmental assessments of any kind. You will be responsible for paying any and all such taxes.

3.3. Subscription Fee changes.
Jointflows may modify the Subscription Fees for the Service upon renewal by providing at least 30 days’ notice. For Self-service Subscriptions, notice may be provided by email and/or in-product notification. Any updated Subscription Fees will take effect from the start of the next renewal period (monthly or annual, as applicable).

4. PROPRIETARY RIGHTS; YOUR FEEDBACK

4.1. Access to Service.
In exchange for payment of the Subscription Fees listed on the Order Form, and subject to the terms of this Agreement, Jointlows grants you a non-exclusive, royalty-free, non-transferable licence, solely during the Term to access and use the Service.

4.2. Reservation of Rights.
Except for the limited rights expressly granted to you hereunder, Jointflows reserves all rights, title and interest in and to the Service, including all related Intellectual Property Rights inherent therein. No rights are granted to you hereunder other than as expressly set forth in this Agreement.

“Intellectual Property Rights” shall include without limitation rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights.

4.3. Customer Data.
As between Jointflows and you, you retain ownership of all rights, title and interest in and to all Customer Data.

“Customer Data” the (i) data and information provided by you to Jointflows and/or imported, inputted, uploaded and/or shared by you, Permitted Users or Jointflows on your behalf, for the purpose of using the Service or facilitating your use of the Service; or (ii) data collected and processed by or for you through your use of the Services, but excluding Jointflows data.

Customer Data is deemed your Confidential Information under this Agreement. For the duration of the Term, you grant Jointflows a non-exclusive, royalty-free licence to use Customer Data solely to:

  1. provide the Service to you

  2. make improvements to the Service for your use

Jointflows shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Jointflows to perform services related to Customer Data maintenance and back-up) unless solely caused by Jointflows gross negligence.

In addition, Jointflows retains all rights to aggregated and anonymous data derived from your use of the Service, with the understanding that such data will not be identifiable as belonging to or emanating from you nor will such data contain information that directly or indirectly identifies you or any other person (natural or otherwise).

4.4.
In the course of using the Service, you or your Permitted Users may provide Jointflows with feedback and suggestions regarding the Service. You hereby assign to Jointflows ownership in all such feedback and suggestions and all rights therein, without any royalty or accounting obligations to you.

5. LINKS TO OTHER WEBSITES AND APPLICATIONS

5.1.
The Service contains integrations and references to websites and applications of others. Jointflows may, from time to time, at our sole discretion, update, add or remove those links. Jointflows has no control over these third-party websites and applications, Jointflows does not endorse, sponsor or confirm their content and Jointflows is not responsible or liable for any communication or transaction that you make with them.

6. WARRANTIES; DISCLAIMER

6.1.
Each of you and Jointflows represent, warrant and covenant to the other that:

  • it has the full corporate right, power and authority to enter into and perform this Agreement, and such execution and performance does not and will not violate any other agreement to which it is a party

  • this Agreement constitutes its legal, valid and binding obligation

6.2.
The Service, when used in accordance with this Agreement, will perform in all material respects as specified in Section 1 above. Your sole and exclusive remedy under such warranty shall be for Jointflows to use commercially reasonable efforts to correct or to replace the affected Service with a component or service of similar functionality.

The above warranty is conditioned upon you notifying Jointflows in writing within 30 days of discovery of any alleged defect in the Service together with a documented example of such defect.

This warranty shall not apply to any portion of the Service that:

  • have been subject to abuse or misuse

  • is used in combination with any other products, process, equipment or software not furnished by Jointflows

  • is related to a virus, worms and the like that has not been introduced by Jointflows

  • was used without authorization

6.3.
JOINTFLOWS PROVIDES THE SERVICE “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTIES AND REPRESENTATIONS.

7. PRIVACY AND OTHER POLICIES

7.1. Data Processing.
Each party shall, in connection with the exercise of its rights and the performance of its obligations under the Agreement, comply with the Applicable Data Protection Laws. You are the data controller of the Customer Data and appoint Jointflows as the data processor to process the Customer Data for the purposes described in this Agreement.

“Applicable Data Protection Laws” shall mean all applicable data protection laws, including, without limitation, the California Consumer Privacy Act, the Data Protection Act 2018 and as amended and the General Data Protection Regulation (EU) 2016/679 or any other applicable similar laws relating to the protection of personal data in other jurisdictions.

7.2. DPA.
The parties shall comply with the provisions of the data processing addendum (“DPA”) found with respect to the processing of any personal data pursuant to this Agreement.

7.3.
Use of the Service is also subject to Jointflows’s Privacy Policy, this is available upon request. The Privacy Policy, and all policies are incorporated into this Agreement by this reference. Additionally, you understand and agree that Jointflows may contact you via e-mail or otherwise with information relevant to your use of the Service, regardless of whether you have opted out of receiving marketing communications or notices.

8. CONFIDENTIALITY

8.1.
“Confidential Information” means all information provided by a party to other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, and excluding any information that was or has become publicly available without the receiving party’s actions or inactions.

Jointflows’s confidential information includes, without limitation, the Service’s features, functionality and performance and your view of the Service. Your Confidential Information includes, without limitation, the Customer Data.

8.2.
Each party will hold the other party’s Confidential Information in strict confidence, use it only subject to the terms of this Agreement, allow its use only by the receiving party’s employees and consultants and on a need-to-know basis and pursuant to the terms of this Agreement, not make the other party’s Confidential Information available to any third party unless to the extent required by applicable law, implement adequate security measures to ensure against unauthorised access to, use or copying of the other party’s Confidential Information, and notify the other party in writing of any misuse of misappropriation of the other party’s Confidential Information of which the receiving party may become aware; in each case without derogating from the terms of the Jointflows Privacy Policy.

9. TERM AND TERMINATION

9.1.
The initial subscription term of the Agreement will be as set forth and agreed by the parties in the Order Form.

9.2.
Either of you and Jointflows may terminate this Agreement if the other party:

  1. materially breached this Agreement and has not cured such breach within 30 days after receiving notice (if curable), without prejudice and in addition to any right or remedy that the non-defaulting party may have under this Agreement or the applicable law

  2. becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors

9.3. Renewal.
At the end of the initial subscription term, the subscription will renew automatically for successive renewal terms matching the subscription plan selected in the applicable Order Form.

  • For annual subscriptions, the subscription will renew automatically for additional 12-month periods unless either party gives written notice of non-renewal at least 90 days before the end of the then-current Subscription Term.

  • For monthly rolling subscriptions purchased via the Jointflows website or in-product checkout (“Self-service Subscriptions”), the subscription will renew automatically on a monthly basis unless Customer cancels before the end of the then-current monthly billing period.

9.4.
Upon termination or expiration of this Agreement:

  • you will cease use of the Service and all rights granted to you under this Agreement will terminate

  • you will promptly pay any and all fees due or that will become due under the Agreement through the effective date of termination and for the remainder of the then current Subscription Term

For Self-service Subscriptions purchased via the Jointflows website or in-product checkout:

  1. where the subscription is monthly rolling, termination or cancellation will take effect at the end of the then-current monthly billing period

  2. where the subscription is annual, termination or cancellation will take effect at the end of the then-current annual subscription term, unless otherwise agreed in writing by Jointflows

10. LIMITATION OF LIABILITY

10.1.
To the fullest extent permitted by law:

  1. under no circumstances will either party be liable for any indirect, incidental, special, exemplary or consequential damages; in each case, including but not limited to, damages for loss of profits, even if the parties have been advised of the possibility of such damages, whether based on contract, tort, negligence, strict liability or otherwise

  2. excluding liability for your payment obligations, Jointflows’s aggregate liability to the other party arising out of or related to this agreement or the service will not exceed the fees actually received by Jointflows from you under this agreement during the 12 months preceding the applicable claim

The above limitations will apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between the parties.

The exclusions in this section shall apply to the fullest extent permissible at law but neither party excludes liability for:

  1. death or personal injury caused by its negligence or that of its officers, employees, contractors or agents

  2. fraud or fraudulent misrepresentation

  3. any other liability which cannot be excluded by law

11. LIMITATION OF CLAIMS

11.1.
Any claim or cause of action arising out of or related to use of the Service or to the Agreement must be filed within two years after such claim or cause of action arose, or be forever barred.

12. INDEMNIFICATION

12.1.
Jointflows will indemnify, defend and hold harmless you, your officers, directors, employees, agents and affiliates from and against all losses, liabilities, claims, obligations, costs and expenses (including reasonable attorneys’ fees) that you incur in responding to a third-party claim or demand (“Claim”) alleging that the Service (excluding any Content) infringes or misappropriate any third party’s trademark, patent, copyright or trade secret.

If a court of competent jurisdiction or Jointflows reasonably determines that any such claim prevails or is likely to prevail, Jointflows may, at Jointflows’s sole discretion and expense:

  • procure the right for you to continue to use the Service

  • replace or modify the applicable Service so that it no longer infringes or misappropriates, as applicable, such patent or copyright

  • terminate this Agreement and refund you any prepaid Subscription Fees for the period subsequent to such termination, on a prorated basis

12.2.
You will indemnify, defend and hold harmless Jointflows, its officers, directors, employees, agents and affiliates, from and against all losses, liabilities, claims, obligations, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claims with respect to your use of the Service, including without limitation Customer Data and any claims against Jointflows by your employees, users, consultants, customers, service providers or the like in connection with their use of the Service, and excluding Jointflows’s indemnification obligations pursuant to the paragraph immediately above.

12.3.
As a condition to such indemnification each of you and Jointflows will provide the other with written notice of such claim. Neither Jointflows nor you will enter into any settlement or compromise of any such claim without the indemnifying party`s prior written consent. The indemnifying party may assume the exclusive defense and control of any matter subject to indemnification. In all events, each of Jointflows and you will cooperate with the other in the defense of any claim.

13. GOVERNING LAW AND EXCLUSIVE COURTS

13.1.
The Agreement (including its Schedules) and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English courts. EACH PARTY WAIVES ANY OBJECTION (ON THE GROUNDS OF LACK OF JURISDICTION, FORUM NON CONVENIENS OR OTHERWISE) TO THE EXERCISE OF SUCH JURISDICTION OVER IT BY ANY SUCH COURTS.

14. FORCE MAJEURE

14.1.
Neither party will be deemed to be in breach of this Agreement for any failure caused by reasons beyond a party’s reasonable control (including without limitation acts of God, war or civil disturbance), and it will notify the other party as soon as practicable in writing of such failure.

15. INJUNCTIVE RELIEF

15.1.
You acknowledge that any use of the Service contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Service, may cause irreparable injury to Jointflows, its affiliates, suppliers and any other party authorised by Jointflows to resell, distribute, or promote the Service (“Resellers”), and under such circumstances Jointflows, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

16. GENERAL

16.1. Publicity.
During the Term and thereafter, Jointflows may refer to you as a Jointflows customer, orally and in writing (including in promotion or marketing materials and on Jointflows’ website and social media postings), including use of your logo in written marketing materials.

16.2.
This Agreement, the Order Form, the Privacy Policy and the DPA comprise the entire agreement between you and Jointflows, state Jointflows’s and Jointflows’s suppliers’ entire liability and your exclusive remedy with respect to the Service, and supersede all prior agreements pertaining to subject matters of the Agreement, the Order Form, the Privacy Policy and the DPA, and you specifically confirm that you have not entered into this Agreement relaying on any oral or written public comments made by Jointflows regarding future functionality or features of the Service.

The terms of any purchase order or similar document will have no effect and are hereby rejected. This Agreement has been prepared in the English language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes.

16.3.
You and Jointflows are independent contractors with respect to each other, and nothing in this Agreement will be construed as creating a partnership, agency, fiduciary or employment relationship or a joint venture between you and Jointflows.

16.4.
If any provision of this Agreement is held to be contrary to law, such provision will be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect.

16.5.
The section titles in this Agreement are solely for convenience and have no legal or contractual significance. No provision of the Agreement will be construed against Jointflows but rather will be construed in a neutral manner as terms entered into by a fully-informed party on a voluntary basis after opportunity to confer with advisors and legal counsel about the meaning and effects of the terms of this Agreement.

16.6.
All modifications to or waivers of any term of this Agreement must be in a writing signed by you and Jointflows and expressly reference this Agreement. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right under the Agreement will not constitute a waiver.

16.7.
Jointflows suppliers are beneficiaries of the limitations, obligations and restrictions contained in this Agreement that are protective of Jointflows or the Service.

16.8.
This Agreement, and any rights granted hereunder, may not be transferred or assigned by a party, except to a successor of all or substantially all of its business or assets (by merger or otherwise).